Common use of Measuring Compliance Clause in Contracts

Measuring Compliance. (a) With respect to any (x) Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, and (y) repayment, repurchase, or refinancing of Indebtedness with respect to which an irrevocable notice of repayment (or similar irrevocable notice), which may be conditional, has been delivered, in each case, for purposes of determining: (i) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness is permitted to be incurred in compliance with Section 4.09 hereof; (ii) whether any Lien being incurred in connection with such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness or to secure any such Indebtedness is permitted to be incurred in accordance with Section 4.12 hereof or the definition of “Permitted Liens”; (iii) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes; and (iv) any calculation of the ratios, including Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA or Total Assets and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the Issuer, the date the definitive agreement for such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness is entered into or irrevocable notice, which may be conditional, of such repayment, repurchase, or refinancing of Indebtedness is given to the holders of such Indebtedness (each, a “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “EBITDA”. (b) For the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (1) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA, or Total Assets of the Issuer from the Transaction Agreement Date to the date of consummation of such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness, will not be taken into account for purposes of determining whether (x) any Indebtedness or Lien that is being incurred in connection with such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness is permitted to be incurred or (y) any other transaction undertaken in connection with such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes, and (2) until such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness is consummated or such definitive agreement is terminated, such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the date of such consummation or termination. (c) The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture. (d) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto. (e) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated solely for purposes of Sections 4.09 and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. (f) Notwithstanding anything to the contrary herein, unless the Issuer elects otherwise, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to adoption by the Issuer of Accounting Standards Codification topic 482, Leases (“ASC 842”) shall continue to be accounted for as operating leases (and not be treated as financing or capital lease obligations or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein (including the calculation of Consolidated Net Income and EBITDA) (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

Measuring Compliance. (a) With respect to any (x) Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, and (y) repayment, repurchase, or refinancing of Indebtedness with respect to which an irrevocable notice of repayment (or similar irrevocable notice), which may be conditional, has been delivered, in each case, for purposes of determining: (i) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness is permitted to be incurred in compliance with Section 4.09 hereof; (ii) whether any Lien being incurred in connection with such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness or to secure any such Indebtedness is permitted to be incurred in accordance with Section 4.12 hereof or the definition of “Permitted Liens”; (iii) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes; and (iv) any calculation of the ratios, including Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA or Total Assets and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the Issuer, the date the definitive agreement for such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness is entered into or irrevocable notice, which may be conditional, of such repayment, repurchase, or refinancing of Indebtedness is given to the holders of such Indebtedness (each, a “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “EBITDA”. (b) For the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (1) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA, or Total Assets of the Issuer from the Transaction Agreement Date to the date of consummation of such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness, will not be taken into account for purposes of determining whether (x) any Indebtedness or Lien that is being incurred in connection with such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness is permitted to be incurred or (y) any other transaction undertaken in connection with such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes, and (2) until such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness is consummated or such definitive agreement is terminated, such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the date of such consummation or termination. (c) The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture. (d) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto. (e) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated solely for purposes of Sections 4.09 and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. (f) Notwithstanding anything to the contrary herein, unless the Issuer elects otherwise, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to adoption by the Issuer of Accounting Standards Codification topic 482, Leases (“ASC 842”) shall continue to be accounted for as operating leases (and not be treated as financing or capital lease obligations or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein (including the calculation of Consolidated Net Income and EBITDA) (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

Measuring Compliance. (a) With respect to any (x) Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, Limited Condition Transaction and (y) any repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock with respect to which an irrevocable notice of repayment (or similar irrevocable notice), which may be conditional, has been delivered, in each case, for purposes of determining:delivered (an “Irrevocable Repayment”): (i1) whether any Indebtedness Indebtedness, Disqualified Stock or Preferred Stock (including Acquired acquired Indebtedness, Disqualified Stock and Preferred Stock) that is being incurred Incurred, or that is being Incurred in connection with such Investment, acquisition Limited Condition Transaction or repayment, repurchase or refinancing of Indebtedness Irrevocable Repayment is permitted to be incurred Incurred in compliance with Section 4.09 hereof4.03; (ii2) whether any Lien being incurred Incurred, or that is being Incurred in connection with such Investment, acquisition Limited Condition Transaction or repayment, repurchase, or refinancing of Indebtedness or to secure any such Indebtedness Irrevocable Repayment is permitted to be incurred Incurred in accordance compliance with Section 4.12 hereof 4.06 or the definition of “Permitted Liens”; (iii3) whether any other transaction undertaken or proposed to be undertaken in connection with such InvestmentLimited Condition Transaction or Irrevocable Repayment or Incurrence of Indebtedness, acquisition Disqualified Stock or repaymentPreferred Stock (including any dispositions, repurchase investments, acquisitions, Restricted Payments, mergers, fundamental changes or refinancing designations of Indebtedness Restricted Subsidiaries or Unrestricted Subsidiaries) complies with the covenants or agreements contained in this Indenture or the Notes; and (iv4) any calculation of the ratios, baskets or financial metrics, including Fixed Charge Coverage RatioConsolidated Cash Flow, Consolidated Total Debt Ratio, Consolidated Secured Debt Leverage Ratio, Consolidated Net Income, EBITDA Consolidated Total Assets, Fixed Charge Coverage Ratio, Fixed Charges and Secured Leverage Ratio and baskets determined by reference to Consolidated Cash Flow, Consolidated Total Assets, Indebtedness or Total Assets andSecured Indebtedness, and whether a Default or Default, Event of Default exists or Specified Event of Default exists, in each case, in connection with the foregoing, such Limited Condition Transaction or Irrevocable Repayment; at the option of the IssuerCompany (the “Testing Party”), the date that the definitive agreement agreements (or other relevant definitive documentation) are entered into for such Investment, acquisition Limited Condition Transaction or repayment, repurchase or refinancing of Indebtedness is entered into or irrevocable notice, which may be conditional, of such repayment, repurchase, or refinancing of Indebtedness is given to Irrevocable Repayment (the holders of such Indebtedness (each, a “Transaction Agreement Commitment Date”) may be used as the applicable date of determination, as the case may be, in each case case, with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “EBITDA”Consolidated Leverage Ratio” or “Consolidated Net Income. (b) ” For the avoidance of doubt, if the Issuer Company elects to use the Transaction Agreement Commitment Date as the applicable date of determination in accordance with the foregoing, (1a) (x) any fluctuation or change in the Fixed Charge Coverage Ratio(i) Consolidated Cash Flow, Consolidated Total Debt Ratio, Consolidated Secured Debt Leverage Ratio, Consolidated Net Income, EBITDAConsolidated Total Assets, or Total Assets Fixed Charge Coverage Ratio, Fixed Charges, Indebtedness, Secured Indebtedness and Secured Leverage Ratio and/or (ii) the applicable exchange rate utilized in calculating compliance with any dollar-based provision of the Issuer this Indenture from the Transaction Agreement Commitment Date to the date of consummation of such Restricted Payment, Investment, acquisition acquisition, merger or similar transaction or repayment, repurchase, repurchase or refinancing or Incurrence of Indebtedness, Disqualified Stock or Preferred Stock, in each case, in connection with such Limited Condition Transaction or Irrevocable Repayment, will not be taken into account for purposes of determining whether (x) any Indebtedness Indebtedness, Disqualified Stock, Preferred Stock or Lien that is being incurred Incurred in connection with such Investment, acquisition or repayment, repurchasethe foregoing, or refinancing in connection with compliance by the Company or any of Indebtedness is permitted to be incurred its Restricted Subsidiaries with any other provision of this Indenture or (y) the Notes or any other transaction or action undertaken in connection with such Restricted Payment, Investment, acquisition acquisition, merger or similar transaction or repayment, repurchase, repurchase or refinancing or Incurrence of Indebtedness complies with the covenants Indebtedness, Disqualified Stock or agreements contained in this Indenture or the NotesPreferred Stock, is permitted to be Incurred, and (2y) until such baskets, ratios or financial metrics shall not be tested at the time of consummation of such Restricted Payment, Investment, acquisition acquisition, merger or similar transaction or repayment, repurchase, repurchase or refinancing or Incurrence of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock, in each case, in connection with such Limited Condition Transaction or Irrevocable Repayment (provided, however, that until such Limited Condition Transaction or Irrevocable Repayment is consummated or such definitive agreement is terminatedagreements (or other relevant definitive documentation) are terminated (or notice expires), such Investment, acquisition acquisition, merger or similar transaction or repayment, repurchase, repurchase or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence Incurrence of Indebtedness Indebtedness, Disqualified Stock, Preferred Stock and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence Incurrence of Indebtedness Indebtedness, Disqualified Stock, Preferred Stock and Liens unrelated to such Investment, acquisition acquisition, merger or similar transaction or repayment, repurchase or refinancing of Indebtednessrefinancing) that are consummated after the Transaction Agreement Commitment Date and on or prior to the date of consummation of such Investment, acquisition, merger or similar transaction or repayment, repurchase or refinancing, and any such transactions (including any incurrence of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) will be deemed to have occurred on the date the definitive agreements (or other relevant definitive documentation) are entered into, and deemed to be outstanding thereafter for purposes of calculating any baskets, ratios or financial metrics under this Indenture after the date of such definitive agreement (or other relevant definitive documentation) and before the date of consummation of such Investment, acquisition, merger or termination. (c) The similar transaction or repayment, repurchase or refinancing. In addition, this Indenture will provide that compliance with any requirement relating to the absence of a Default, Event of Default or Specified Event of Default may be determined as of the Transaction Agreement Commitment Date and not as of any later date as would otherwise be required under this Indenture. (d) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto. (e) . Notwithstanding anything to the contrary hereincontrary, in connection with a Testing Party’s election to use a Transaction Commitment Date pursuant to this paragraph, any reference to “date of incurrence” or “time of incurrence” or other similar phrases with respect to the event date or time an item action is taken herein will mean the Transaction Commitment Date. (b) Accrual of interest, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest or dividends in the form of additional Indebtedness with the same terms, the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of Disqualified Stock or Preferred Stock of the same class, the accretion of liquidation preference or maximum fixed repurchase price and increases in the amount of Indebtedness, Disqualified Stock or Preferred Stock (outstanding solely as a result of fluctuations in the exchange rate of currencies or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken increases in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated solely for purposes value of Sections 4.09 and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each item of property securing Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will not be deemed to have been incurredbe an Incurrence of Liens, issued Indebtedness, Disqualified Stock or taken firstPreferred Stock for purposes of this Indenture. (c) For purposes of calculating any ratio-based basket, with respect to any revolving Indebtedness, delayed draw facility or other committed debt financing Incurred under such ratio-based basket, the Company may elect (which election may not be changed with respect to such Indebtedness), at any time, to either (x) give pro forma effect to the Incurrence of the entire committed amount of such Indebtedness, in which case such committed amount may thereafter be borrowed or reborrowed, in whole or in part, from time to time, without further compliance with any ratio-based component of any provision of this Indenture, or (y) give pro forma effect to the Incurrence of the actual amount drawn under such revolving Indebtedness, delayed draw facility or other committed debt financing, in which case, the ability to Incur the amounts committed to under such Indebtedness will be subject to such ratio-based basket (to the extent available, being Incurred pursuant to such ratio) at the relevant Fixed Charge Coverage Ratiotime of each such Incurrence. To the extent clause (x) of the immediately preceding sentence is elected, Consolidated Secured Debt Ratio such revolving Indebtedness, delayed draw facility or Consolidated Total Debt Ratio testother committed debt financing shall be deemed to be Incurred (and the fully committed amount of Indebtedness as outstanding) at all times thereafter for purposes of testing any ratio-based baskets, regardless of whether such Indebtedness is outstanding, until such commitments have been permanently terminated in full. (d) Notwithstanding anything in this Indenture to the contrary, unless the Company elects otherwise, if, on any date, the Company or any of its Restricted Subsidiaries in connection with any transaction or series of related transactions (A) utilizes a ratio-based basket and (B) utilizes a non-ratio-based basket, then the applicable ratio will be calculated on such date with respect to any usage under the applicable ratio-based basket without giving effect to the usage under such non-ratio-based basket made in connection with such transaction or series of related transactions. (e) To the extent the date of any delivery of any document required to be delivered pursuant to any provision of this Indenture falls on a day that is not a Business Day, the applicable required date of delivery shall be deemed to be the next succeeding Business Day. (f) Notwithstanding anything to For purposes of determining the contrary herein, unless the Issuer elects otherwise, all obligations maturity date of any Person Indebtedness, customary bridge loans that are subject to customary conditions (including no payment or bankruptcy event of default) that would have been treated as operating leases for purposes of GAAP prior to adoption by the Issuer of Accounting Standards Codification topic 482either automatically be extended as, Leases (“ASC 842”) shall continue converted into or required to be accounted exchanged for as operating leases (and not be treated as financing or capital lease obligations or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein (including the calculation of Consolidated Net Income and EBITDA) (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements. Interest on a Capitalized Lease Obligation permanent refinancing shall be deemed to accrue at an interest rate reasonably determined have the maturity date as so extended, converted or exchanged. (g) Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer or similar term, shall be deemed to apply to a division of or by a responsible financial limited liability company, limited partnership or accounting officer trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust (or the Issuer to be the rate unwinding of interest implicit in such Capitalized Lease Obligation in accordance a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer or similar term, as applicable, to, of or with GAAPa separate Person. Any division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division of any limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Measuring Compliance. (a) With respect to any (x) Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, Limited Condition Transaction and (y) any repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock with respect to which an irrevocable notice of repayment (or similar irrevocable notice), which may be conditional, has been delivered, in each case, for purposes of determining:delivered (an “Irrevocable Repayment”): (i1) whether any Indebtedness Indebtedness, Disqualified Stock or Preferred Stock (including Acquired acquired Indebtedness, Disqualified Stock and Preferred Stock) that is being incurred Incurred, or that is being Incurred in connection with such Investment, acquisition Limited Condition Transaction or repayment, repurchase or refinancing of Indebtedness Irrevocable Repayment is permitted to be incurred Incurred in compliance with Section 4.09 hereof4.03; (ii2) whether any Lien being incurred Incurred, or that is being Incurred in connection with such Investment, acquisition Limited Condition Transaction or repayment, repurchase, or refinancing of Indebtedness or to secure any such Indebtedness Irrevocable Repayment is permitted to be incurred Incurred in accordance compliance with Section 4.12 hereof 4.06 or the definition of “Permitted Liens”; (iii3) whether any other transaction undertaken or proposed to be undertaken in connection with such InvestmentLimited Condition Transaction or Irrevocable Repayment or Incurrence of Indebtedness, acquisition Disqualified Stock or repaymentPreferred Stock (including any dispositions, repurchase investments, acquisitions, Restricted Payments, mergers, fundamental changes or refinancing designations of Indebtedness Restricted Subsidiaries or Unrestricted Subsidiaries) complies with the covenants or agreements contained in this Indenture or the Notes; and (iv4) any calculation of the ratios, baskets or financial metrics, including Fixed Charge Coverage RatioConsolidated Cash Flow, Consolidated Total Debt Ratio, Consolidated Secured Debt Leverage Ratio, Consolidated Net Income, EBITDA Consolidated Total Assets, Fixed Charges and Secured Leverage Ratio and baskets determined by reference to Consolidated Cash Flow, Consolidated Total Assets, Indebtedness or Total Assets andSecured Indebtedness, and whether a Default or Default, Event of Default exists or Specified Event of Default exists, in each case, in connection with the foregoing, such Limited Condition Transaction or Irrevocable Repayment; at the option of the IssuerCompany (the “Testing Party”), the date that the definitive agreement agreements (or other relevant definitive documentation) are entered into for such Investment, acquisition Limited Condition Transaction or repayment, repurchase or refinancing of Indebtedness is entered into or irrevocable notice, which may be conditional, of such repayment, repurchase, or refinancing of Indebtedness is given to Irrevocable Repayment (the holders of such Indebtedness (each, a “Transaction Agreement Commitment Date”) may be used as the applicable date of determination, as the case may be, in each case case, with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “EBITDA”Consolidated Leverage Ratio” or “Consolidated Net Income. (b) ” For the avoidance of doubt, if the Issuer Company elects to use the Transaction Agreement Commitment Date as the applicable date of determination in accordance with the foregoing, (1a) (x) any fluctuation or change in the Fixed Charge Coverage Ratio(i) Consolidated Cash Flow, Consolidated Total Debt Ratio, Consolidated Secured Debt Leverage Ratio, Consolidated Net Income, EBITDAConsolidated Total Assets, or Total Assets Fixed Charges, Indebtedness, Secured Indebtedness and Secured Leverage Ratio and/or (ii) the applicable exchange rate utilized in calculating compliance with any dollar-based provision of the Issuer this Indenture from the Transaction Agreement Commitment Date to the date of consummation of such Restricted Payment, Investment, acquisition acquisition, merger or similar transaction or repayment, repurchase, repurchase or refinancing or Incurrence of Indebtedness, Disqualified Stock or Preferred Stock, in each case, in connection with such Limited Condition Transaction or Irrevocable Repayment, will not be taken into account for purposes of determining whether (x) any Indebtedness Indebtedness, Disqualified Stock, Preferred Stock or Lien that is being incurred Incurred in connection with such Investment, acquisition or repayment, repurchasethe foregoing, or refinancing in connection with compliance by the Company or any of Indebtedness is permitted to be incurred its Restricted Subsidiaries with any other provision of this Indenture or (y) the Notes or any other transaction or action undertaken in connection with such Restricted Payment, Investment, acquisition acquisition, merger or similar transaction or repayment, repurchase, repurchase or refinancing or Incurrence of Indebtedness complies with the covenants Indebtedness, Disqualified Stock or agreements contained in this Indenture or the NotesPreferred Stock, is permitted to be Incurred, and (2y) until such baskets, ratios or financial metrics shall not be tested at the time of consummation of such Restricted Payment, Investment, acquisition acquisition, merger or similar transaction or repayment, repurchase, repurchase or refinancing or Incurrence of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock, in each case, in connection with such Limited Condition Transaction or Irrevocable Repayment (provided, however, that until such Limited Condition Transaction or Irrevocable Repayment is consummated or such definitive agreement is terminatedagreements (or other relevant definitive documentation) are terminated (or notice expires), such Investment, acquisition acquisition, merger or similar transaction or repayment, repurchase, repurchase or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence Incurrence of Indebtedness Indebtedness, Disqualified Stock, Preferred Stock and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence Incurrence of Indebtedness Indebtedness, Disqualified Stock, Preferred Stock and Liens unrelated to such Investment, acquisition acquisition, merger or similar transaction or repayment, repurchase or refinancing of Indebtednessrefinancing) that are consummated after the Transaction Agreement Commitment Date and on or prior to the date of consummation of such Investment, acquisition, merger or similar transaction or repayment, repurchase or refinancing, and any such transactions (including any incurrence of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) will be deemed to have occurred on the date the definitive agreements (or other relevant definitive documentation) are entered into, and deemed to be outstanding thereafter for purposes of calculating any baskets, ratios or financial metrics under this Indenture after the date of such definitive agreement (or other relevant definitive documentation) and before the date of consummation of such Investment, acquisition, merger or termination. (c) The similar transaction or repayment, repurchase or refinancing. In addition, this Indenture will provide that compliance with any requirement relating to the absence of a Default, Event of Default or Specified Event of Default may be determined as of the Transaction Agreement Commitment Date and not as of any later date as would otherwise be required under this Indenture. (d) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto. (e) . Notwithstanding anything to the contrary hereincontrary, in connection with a Testing Party’s election to use a Transaction Commitment Date pursuant to this paragraph, any reference to “date of incurrence” or “time of incurrence” or other similar phrases with respect to the event date or time an item action is taken herein will mean the Transaction Commitment Date. (b) Accrual of interest, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest or dividends in the form of additional Indebtedness with the same terms, the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of Disqualified Stock or Preferred Stock of the same class, the accretion of liquidation preference or maximum fixed repurchase price and increases in the amount of Indebtedness, Disqualified Stock or Preferred Stock (outstanding solely as a result of fluctuations in the exchange rate of currencies or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken increases in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated solely for purposes value of Sections 4.09 and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each item of property securing Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will not be deemed to have been incurredbe an Incurrence of Liens, issued Indebtedness, Disqualified Stock or taken firstPreferred Stock for purposes of this Indenture; (c) For purposes of calculating any ratio-based basket, with respect to any revolving Indebtedness, delayed draw facility or other committed debt financing Incurred under such ratio-based basket, the Company may elect (which election may not be changed with respect to such Indebtedness), at any time, to either (x) give pro forma effect to the Incurrence of the entire committed amount of such Indebtedness, in which case such committed amount may thereafter be borrowed or reborrowed, in whole or in part, from time to time, without further compliance with any ratio-based component of any provision of this Indenture, or (y) give pro forma effect to the Incurrence of the actual amount drawn under such revolving Indebtedness, delayed draw facility or other committed debt financing, in which case, the ability to Incur the amounts committed to under such Indebtedness will be subject to such ratio-based basket (to the extent available, being Incurred pursuant to such ratio) at the relevant Fixed Charge Coverage Ratiotime of each such Incurrence. To the extent clause (x) of the immediately preceding sentence is elected, Consolidated Secured Debt Ratio such revolving Indebtedness, delayed draw facility or Consolidated Total Debt Ratio testother committed debt financing shall be deemed to be Incurred (and the fully committed amount of Indebtedness as outstanding) at all times thereafter for purposes of testing any ratio-based baskets, regardless of whether such Indebtedness is outstanding, until such commitments have been permanently terminated in full. (d) Notwithstanding anything in this Indenture to the contrary, unless the Company elects otherwise, if, on any date, the Company or any of its Restricted Subsidiaries in connection with any transaction or series of related transactions (A) utilizes a ratio-based basket and (B) utilizes a non-ratio-based basket, then the applicable ratio will be calculated on such date with respect to any usage under the applicable ratio-based basket without giving effect to the usage under such non-ratio-based basket made in connection with such transaction or series of related transactions. (e) To the extent the date of any delivery of any document required to be delivered pursuant to any provision of this Indenture falls on a day that is not a Business Day, the applicable required date of delivery shall be deemed to be the next succeeding Business Day. (f) Notwithstanding anything to For purposes of determining the contrary herein, unless the Issuer elects otherwise, all obligations maturity date of any Person Indebtedness, customary bridge loans that are subject to customary conditions (including no payment or bankruptcy event of default) that would have been treated as operating leases for purposes of GAAP prior to adoption by the Issuer of Accounting Standards Codification topic 482either automatically be extended as, Leases (“ASC 842”) shall continue converted into or required to be accounted exchanged for as operating leases (and not be treated as financing or capital lease obligations or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein (including the calculation of Consolidated Net Income and EBITDA) (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements. Interest on a Capitalized Lease Obligation permanent refinancing shall be deemed to accrue at an interest rate reasonably determined have the maturity date as so extended, converted or exchanged. (g) Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer or similar term, shall be deemed to apply to a division of or by a responsible financial limited liability company, limited partnership or accounting officer trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust (or the Issuer to be the rate unwinding of interest implicit in such Capitalized Lease Obligation in accordance a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer or similar term, as applicable, to, of or with GAAPa separate Person. Any division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division of any limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Measuring Compliance. (a) With respect to any (x) Investment or acquisition, in each casecase the consummation of which is not conditioned on the availability of, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of on obtaining, third party financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, and (y) repayment, repurchase, repurchase or refinancing of Indebtedness with respect to which an irrevocable a notice of repayment (or similar irrevocable notice), which may be conditional, has been delivered, in each case, case for purposes of determining: (i1) whether any Indebtedness (including Acquired Indebtedness) that is being incurred Incurred in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred in compliance with Section 4.03; (2) whether any Lien being Incurred in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness is permitted to be incurred in compliance with Section 4.09 hereof; (ii) whether any Lien being incurred in connection with such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness or to secure any such Indebtedness is permitted to be incurred Incurred in accordance with Section 4.12 hereof 4.05 or the definition of “Permitted Liens”; (iii3) whether any other transaction or action undertaken or proposed to be undertaken in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness (including any Restricted Payments, dispositions, or designations of Restricted Subsidiaries or Unrestricted Subsidiaries) complies with the covenants or agreements contained in this the Indenture or the Notes; and; (iv4) any calculation of the ratios, baskets or financial metrics, including Fixed Charge Consolidated Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Combined Leverage Ratio, Consolidated Net Income, EBITDA Consolidated Adjusted EBITDA, Total Assets, Total Tangible Assets, Consolidated Interest Expense and/or baskets determined by reference to Total Assets or Total Tangible Assets and, whether a Default or Event of Default exists in connection with the foregoing; and (5) whether any condition precedent to the Incurrence of Indebtedness (including Acquired Indebtedness) or Liens, in each case that is being Incurred in connection with such Investment, acquisition or repayment repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock is satisfied; at the option of the IssuerCompany, the date that the definitive agreement for for, or public announcement of, such Investment, acquisition or repayment, repurchase or refinancing or Incurrence of Indebtedness is entered into or irrevocable the date of any notice, which may be conditional, of such repayment, repurchase, repurchase or refinancing of Indebtedness is given to the holders of such Indebtedness (each, a the “Transaction Agreement Commitment Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated Adjusted EBITDA”. (b) ” For the avoidance of doubt, if the Issuer Company elects to use the Transaction Agreement Commitment Date as the applicable date of determination in accordance with the foregoing, (1a) any fluctuation or change in the Fixed Charge (i) Consolidated Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Combined Leverage Ratio, Consolidated Net Income, Consolidated Adjusted EBITDA, or Total Assets, Total Tangible Assets and/or Consolidated Interest Expense of the Issuer Company and its Restricted Subsidiaries and (ii) the applicable exchange rate utilized in calculating compliance with any dollar-based provision of the Indenture, from the Transaction Agreement Commitment Date to the date of consummation of such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness, will not be taken into account for purposes of determining whether (x) any Indebtedness or Lien that is being incurred in connection with such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness is permitted to be incurred Indebtedness, or (y) in connection with compliance by the Company or any of the Restricted Subsidiaries with any other provision of the Indenture or the notes or any other transaction undertaken in connection with such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the NotesIndebtedness, is permitted to be Incurred and (2b) until such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness is consummated or such definitive agreement is agreements are terminated, such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement Commitment Date and on or prior to the date of consummation of such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness and any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) will be deemed to have occurred on the date the definitive agreements are entered into or public announcement is made and deemed to be outstanding thereafter for purposes of calculating any baskets or ratios under the Indenture after the date of such agreement and before the date of consummation of such Investment, acquisition or termination. (c) The compliance repayment, repurchase or refinancing of Indebtedness. Compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Commitment Date and not as of any later date as would otherwise be required under this the Indenture. (d) . For purposes of covenant compliance, determining the amount maturity date of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto. (e) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock customary bridge loans that are subject to customary conditions (including no payment or Preferred Stock (bankruptcy event of default) that would either automatically be extended as, converted into or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) required to be exchanged for permanent refinancing shall be calculated solely for purposes of Sections 4.09 and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurredthe maturity date as so extended, issued converted or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio testexchanged. (f) Notwithstanding anything to the contrary herein, unless the Issuer elects otherwise, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to adoption by the Issuer of Accounting Standards Codification topic 482, Leases (“ASC 842”) shall continue to be accounted for as operating leases (and not be treated as financing or capital lease obligations or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein (including the calculation of Consolidated Net Income and EBITDA) (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

Measuring Compliance. (a) With respect to any (x) Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, and (y) repayment, repurchase, repurchase or refinancing of Indebtedness with respect to which an irrevocable notice of repayment (or similar irrevocable notice), which may be conditional, has been delivered, in each case, for purposes of determining: (i) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness is permitted to be incurred in compliance with Section 4.09 hereof; (ii) whether any Lien being incurred in connection with such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness or to secure any such Indebtedness is permitted to be incurred in accordance with Section 4.12 hereof or the definition of “Permitted Liens”; (iii) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes; and (iv) any calculation of the ratios, including Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA or Total Assets and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the Issuer, the date the definitive agreement for such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness is entered into or irrevocable notice, which may be conditional, of such repayment, repurchase, repurchase or refinancing of Indebtedness is given to the holders of such Indebtedness (each, a “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “EBITDA.”. (b) For the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (1) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA, EBITDA or Total Assets of the Issuer from the Transaction Agreement Date to the date of consummation of such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness, will not be taken into account for purposes of determining whether (x) any Indebtedness or Lien that is being incurred in connection with such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness is permitted to be incurred or (y) any other transaction undertaken in connection with such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes, and (2) until such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness is consummated or such definitive agreement is terminated, such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the date of such consummation or termination. (c) The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture. (d) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto. (e) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated solely for purposes of Sections 4.09 and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. (f) Notwithstanding anything to the contrary herein, unless the Issuer elects otherwise, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to adoption by the Issuer of Accounting Standards Codification topic 482, Leases (“ASC 842”) shall continue to be accounted for as operating leases (and not be treated as financing or capital lease obligations or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein (including the calculation of Consolidated Net Income and EBITDA) (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

Measuring Compliance. (a) With respect to any (x) Investment or Restricted Payment, Investment, acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation amalgamation, Division or other business combination or the acquisition of Capital Stock or otherwise), as applicable, similar transaction and (y) repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock with respect to which an irrevocable a notice of repayment (or similar irrevocable notice), which may be conditional, has been delivered, in each case, case for purposes of determining: (i) whether any Indebtedness (including Acquired Indebtedness) that is being incurred or Disqualified Stock or Preferred Stock being issued in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred in compliance with Section 4.09 hereof4.09; (ii) whether any Lien being incurred in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction, or repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock or to secure any such Indebtedness is permitted to be incurred in accordance with Section 4.12 hereof or the definition of “Permitted Liens”4.12; (iii) whether any other transaction undertaken or proposed to be undertaken in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction, or repayment, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock complies with the covenants or agreements contained in this Indenture or the Notes; and; (iv) any calculation of the ratios, baskets or financial metrics, including Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA or Consolidated EBITDA, Consolidated Total Assets and/or pro forma cost savings and, whether a Default or Event of Default exists in connection with the foregoing; and (v) whether any condition precedent to the incurrence of Indebtedness or Liens, at the option or issuance of the IssuerDisqualified Stock or Preferred Stock, the date the definitive agreement for in each case that is being incurred in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock is satisfied; at the option of the Company, any of its Restricted Subsidiaries, any Parent Entity, any successor entity of any of the foregoing or a third party (the “Testing Party”), the date of declaration of such Restricted Payment, the date that the definitive agreement for such Restricted Payment, Investment, acquisition, merger, amalgamation, Division or similar transaction is entered into into, the date a public announcement of such Restricted Payment, Investment, acquisition, merger, amalgamation, Division or irrevocable similar transaction or the date of such notice, which may be conditional, of such repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock is given to the holders of such Indebtedness Indebtedness, Disqualified Stock or Preferred Stock (eachany such date, a the “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.”. (b) For the avoidance of doubt, if the Issuer Testing Party elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (1) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, Consolidated EBITDA, or Consolidated Total Assets and/or pro forma cost savings of the Issuer Company from the Transaction Agreement Date to the date of consummation of such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction, or repayment, repurchase, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock will not be taken into account for purposes of determining whether (x) any Indebtedness or Lien that is being incurred in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction, or repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred or (y) in connection with compliance by the Company or any of its Restricted Subsidiaries with any other provision of this Indenture or the Notes, whether any other transaction undertaken in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction, or repayment, repurchase, repurchase or refinancing of Indebtedness complies with Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred, if financial statements for one or more subsequent fiscal quarters shall have become available, the covenants or agreements contained Testing Party may elect, in this Indenture or its sole discretion, to re-determine all such baskets, ratios and financial metrics on the Notesbasis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable Transaction Agreement Date for purposes of such baskets, ratios and (2) financial metrics, until such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction, or repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock is consummated or such definitive agreement is agreements are terminated, such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness Indebtedness, issuance of Disqualified Stock or Preferred Stock and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness Indebtedness, issuance of Disqualified Stock or Preferred Stock and Liens unrelated to such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction, or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock) that are consummated after the Transaction Agreement Date and on or prior to the date of consummation of such Restricted Payment, Investment, acquisition, merger, amalgamation, Division or similar transaction, or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock and any such transactions (including any incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock and the use of proceeds thereof) will be deemed to have occurred on the Transaction Agreement Date and deemed to be outstanding thereafter for purposes of calculating any baskets, ratios or financial metrics under this Indenture after the Transaction Agreement Date and before the date of consummation of such Restricted Payment, Investment, acquisition, merger, amalgamation, Division or termination. similar transaction, or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock and Consolidated Interest Expense for purposes of the Fixed Charge Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin (cwithout giving effect to any step-ups) The contained in any financing commitment documentation with respect to such Indebtedness, Disqualified Stock or Preferred Stock or, if no such indicative interest margin exists, as reasonably determined by the Company in good faith. In addition, compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date (including any new Transaction Agreement Date) and not as of any later date as would otherwise be required under this Indenture. (d) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto. (ec) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock with respect to any amounts incurred or Preferred Stock transactions entered into (or any portion thereofconsummated) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a provision of this Indenture that does not require compliance with a financial ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated solely for purposes of Sections 4.09 and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under financial test (including any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. ) (f) Notwithstanding anything to any such amounts, the contrary herein, unless the Issuer elects otherwise, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to adoption by the Issuer of Accounting Standards Codification topic 482, Leases (“ASC 842Fixed Amounts”) shall continue to be accounted for as operating leases substantially concurrently with any amounts incurred or transactions entered into (and not be treated as financing or capital lease obligations consummated) in reliance on a provision of this Indenture that requires compliance with a financial ratio or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein test (including any Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of Consolidated Net Income the financial ratio or test applicable to the Incurrence-Based Amounts (and EBITDA) (whether or not thereafter, incurrence of the portion of such operating lease obligations were in effect on such date) notwithstanding amount under the fact that such obligations are required in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements. Interest on a Capitalized Lease Obligation Fixed Amount shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit included in such Capitalized Lease Obligation in accordance with GAAPcalculation).

Measuring Compliance. (a) With respect to any (x) Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, and (y) repayment, repurchase, repurchase or refinancing of Indebtedness with respect to which an irrevocable notice of repayment (or similar irrevocable notice), which may be conditional, has been delivered, in each case, for purposes of determining: (i) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness is permitted to be incurred in compliance with Section 4.09 hereof; (ii) whether any Lien being incurred in connection with such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness or to secure any such Indebtedness is permitted to be incurred in accordance with Section 4.12 hereof or the definition of “Permitted Liens”; (iii) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes; and (iv) any calculation of the ratios, including Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA or Total Assets and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the Issuer, the date the definitive agreement for such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness is entered into or irrevocable notice, which may be conditional, of such repayment, repurchase, repurchase or refinancing of Indebtedness is given to the holders of such Indebtedness (each, a “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “EBITDA.”. (b) For the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (1) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA, EBITDA or Total Assets of the Issuer from the Transaction Agreement Date to the date of consummation of such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness, will not be taken into account for purposes of determining whether (x) any Indebtedness or Lien that is being incurred in connection with such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness is permitted to be incurred or (y) any other transaction undertaken in connection with such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes, and (2) until such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness is consummated or such definitive agreement is terminated, such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the date of such consummation or termination. (c) The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture. (d) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto. (e) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated solely for purposes of Sections 4.09 and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. (f) Notwithstanding anything to the contrary herein, unless the Issuer elects otherwise, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to adoption by the Issuer of Accounting Standards Codification topic 482, Leases (“ASC 842”) shall continue to be accounted for as operating leases (and not be treated as financing or capital lease obligations or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein (including the calculation of Consolidated Net Income and EBITDA) (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

Measuring Compliance. (a) With respect to any (x) Investment or Restricted Payment, Investment, acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation amalgamation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, similar transaction and (y) repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock with respect to which an irrevocable a notice of repayment (or similar irrevocable notice), which may be conditional, has been delivereddelivered (each transaction referred to in clause (x) and (y), a “Tested Transaction”), in each case, case for purposes of determining: (i1) whether any Indebtedness (including Acquired Indebtedness) that is being incurred Incurred or Disqualified Stock or Preferred Stock that is being issued in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness Tested Transaction is permitted to be incurred Incurred in compliance with Section 4.09 hereof3.3; (ii2) whether any Lien being incurred Incurred in connection with such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness Tested Transaction or to secure any such Indebtedness is permitted to be incurred Incurred in accordance with Section 4.12 hereof 3.5 or the definition of “Permitted Liens”; (iii3) whether any other transaction undertaken or proposed to be undertaken in connection with such InvestmentTested Transaction (including any Restricted Payments, acquisition dispositions, or repayment, repurchase designations of Restricted Subsidiaries or refinancing of Indebtedness Unrestricted Subsidiaries) complies with the covenants or agreements contained in this Indenture or the Notes; and; (iv4) any calculation of the ratios, baskets or financial metrics, including Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Senior Secured Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, and/or Pro Forma Cost Savings and baskets determined by reference to Consolidated Net Income, Consolidated EBITDA or Total Consolidated Net Tangible Assets and, whether a Default or Event of Default exists in connection with such event or any of the foregoing; and (5) whether any condition precedent to the Incurrence of Indebtedness (including Acquired Indebtedness) or Liens, or issuance of Disqualified Stock or Preferred Stock, in each case that is being Incurred in connection with such Tested Transaction is satisfied, at the option of the Lux Co-Issuer, any of its Restricted Subsidiaries, any direct or indirect parent of the Lux Co-Issuer, any successor entity of any of the foregoing or a third party (the “Testing Party”), the date of declaration of such Restricted Payment, the date that the definitive agreement for such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation or repayment, repurchase or refinancing of Indebtedness similar transaction is entered into into, the date a public announcement of such Restricted Payment, Investment, acquisition, merger, amalgamation or irrevocable similar transaction is made or the date of any notice, which may be conditional, of such repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock is given to the holders of such Indebtedness Indebtedness, Disqualified Stock or Preferred Stock (eachany such date, a the “Transaction Agreement Commitment Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA”. (b) ” For the avoidance of doubt, if the Issuer Testing Party elects to use the Transaction Agreement Commitment Date as the applicable date of determination in accordance with the foregoing, (1a) any fluctuation or change in the (i) Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Senior Secured Debt Ratio, Consolidated Net Income, Consolidated EBITDA, or Total Consolidated Net Tangible Assets and/or Pro Forma Cost Savings of the Lux Co-Issuer and (ii) the applicable exchange rate utilized in calculating compliance with any dollar-based provision of this Indenture, from the Transaction Agreement Commitment Date to the date of consummation of such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness, Tested Transaction will not be taken into account for purposes of determining whether (x) any Indebtedness or Lien that is being incurred in connection with such Investment, acquisition or repayment, repurchaseTested Transaction, or refinancing in connection with compliance by the Lux Co-Issuer or any of Indebtedness is permitted to be incurred its Restricted Subsidiaries with any other provision of this Indenture or (y) the Notes or any other transaction undertaken in connection with such InvestmentTested Transaction, acquisition is permitted to be Incurred, (b) if financial statements for one or repaymentmore subsequent fiscal quarters shall have become available, repurchasethe Testing Party may elect, in its sole discretion, to redetermine all such baskets, ratios and financial metrics on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable Transaction Commitment Date for purposes of such baskets, ratios and financial metrics, (c) if any ratios or refinancing financial metrics improve or baskets increase as a result of Indebtedness complies with the covenants such fluctuations, such improved ratios, financial metrics or agreements contained in this Indenture or the Notesbaskets may be utilized, and (2d) until such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness Tested Transaction is consummated or such definitive agreement is agreements are terminated, such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness Tested Transaction and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness Indebtedness, issuance of Disqualified Stock or Preferred Stock and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness Indebtedness, issuance of Disqualified Stock or Preferred Stock and Liens unrelated to such Investment, acquisition or repayment, repurchase or refinancing of IndebtednessTested Transaction) that are consummated after the Transaction Agreement Commitment Date and on or prior to the date of consummation of such Tested Transaction and any such transactions (including any incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock and the use of proceeds thereof) will be deemed to have occurred on the Transaction Commitment Date and deemed to be outstanding thereafter for purposes of calculating any baskets, ratios or financial metrics under this Indenture after the Transaction Commitment Date and before the date of consummation or termination. of such Tested Transaction and (ce) The Consolidated Interest Expense for purposes of the Fixed Charge Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest rate as reasonably determined by the Lux Co-Issuer in good faith. In addition, this Indenture will provide that compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Commitment Date and not as of any later date as would otherwise be required under this Indenture. (db) For purposes of covenant complianceNotwithstanding anything in this Indenture to the contrary unless the Lux Co-Issuer elects otherwise, if, on any date, the amount Lux Co-Issuer or its Restricted Subsidiaries (A) Incurs Indebtedness or any Lien, issues Disqualified Stock or Preferred Stock or undertakes any other transaction or series of transaction as permitted by a ratio-based or ratio-referent basket and (B) Incurs Indebtedness or any Investment shall Lien, issues Disqualified Stock or Preferred Stock or undertakes any other transaction or series of related transactions under a non-ratio-based or ratio-referent basket, then the applicable ratio will be calculated on such date with respect to any Incurrence, issuance or transaction or series of related transactions under the amount actually invested, applicable ratio-based or ratio-referent basket without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns the Incurrence, issuance or distributions transaction or series of capital related transactions under such non-ratio-based or repayment of principal actually received in cash by such Person with respect theretonon-ratio-referent basket. (ec) Notwithstanding anything to If Indebtedness originally incurred or Disqualified Stock or preferred stock originally issued in reliance upon a percentage of Consolidated EBITDA or under a ratio-based or ratio-referent basket of the contrary herein, in definition of “Permitted Debt” is being refinanced under such ratio-based or ratio-referent basket and such refinancing would cause the event an item maximum amount of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issuedpreferred stock thereunder to be exceeded at such time, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, then such ratio(s) shall refinancing will nevertheless be calculated solely for purposes of Sections 4.09 permitted thereunder and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each item of additional Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken preferred stock will be deemed to have been incurred, issued and permitted to be incurred, under such ratio-based or taken firstratio-referent basket so long as the principal amount or the liquidation preference of such refinancing Indebtedness, Disqualified Stock or preferred stock does not exceed an amount equal to the extent availableprincipal amount or liquidation preference of Indebtedness, Disqualified Stock or preferred stock being refinanced plus Refinancing Expenses in connection with such refinancing. (d) For purposes of determining the maturity date of any Indebtedness, customary bridge loans that are subject to customary conditions (including no payment or bankruptcy event of default) that would either automatically be extended as, converted into or required to be exchanged for permanent refinancing shall be deemed to have the maturity date as so extended, converted or exchanged. (e) For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the relevant Fixed Charge Coverage Ratiofair market value of such Disqualified Stock or Preferred Stock, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio testsuch fair market value shall be determined reasonably and in good faith by the Lux Co-Issuer. (f) Notwithstanding anything to the contrary herein, unless the Issuer elects otherwise, all obligations of any Person that are or would have been treated so long as operating leases for purposes of GAAP prior to adoption by the Issuer of Accounting Standards Codification topic 482, Leases an action was taken (“ASC 842”) shall continue to be accounted for as operating leases (and not be treated as financing or capital lease obligations or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein (including the calculation of Consolidated Net Income and EBITDA) (whether or not such operating lease obligations were taken) in effect on such date) notwithstanding the fact reliance upon a basket, ratio or financial metric that such obligations are required was calculated or determined in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined good faith by a responsible financial or accounting officer of a Testing Party based upon financial information available to such officer at such time and such action (or inaction) was permitted hereunder at the Issuer time of such calculation or determination, any subsequent restatement, modification or adjustments made to such financial information (including any restatement, modification or adjustment that would have caused such basket or ratio to be exceeded as a result of such action or inaction) shall not result in any Default or Event of Default. (g) To the extent the date of any delivery of any document required to be delivered pursuant to any provision of this Indenture falls on a day that is not a Business Day, the applicable date of delivery shall be deemed to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAPnext succeeding Business Day.

Measuring Compliance. (a) With respect to any (x) Investment or Restricted Payment, Investment, acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation amalgamation, Division or other business combination or the acquisition of Capital Stock or otherwise), as applicable, similar transaction and (y) repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock with respect to which an irrevocable a notice of repayment (or similar irrevocable notice), which may be conditional, has been delivered, in each case, case for purposes of determining: (i) whether any Indebtedness (including Acquired Indebtedness) that is being incurred or Disqualified Stock or Preferred Stock being issued in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred in compliance with Section 4.09 hereof4.09; (ii) whether any Lien being incurred in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction, or repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock or to secure any such Indebtedness is permitted to be incurred in accordance with Section 4.12 hereof or the definition of “Permitted Liens”4.12; (iii) whether any other transaction undertaken or proposed to be undertaken in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction, or repayment, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock complies with the covenants or agreements contained in this Indenture or the Notes; and; (iv) any calculation of the ratios, baskets or financial metrics, including Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA or EBITDA, Total Assets and/or pro forma cost savings and, whether a Default or Event of Default exists in connection with the foregoing; and (v) whether any condition precedent to the incurrence of Indebtedness or Liens, at the option or issuance of the IssuerDisqualified Stock or Preferred Stock, the date the definitive agreement for in each case that is being incurred in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock is satisfied; at the option of the Company, any of its Restricted Subsidiaries, any Parent Entity, any successor entity of any of the foregoing or a third party (the “Testing Party”), the date of declaration of such Restricted Payment, the date that the definitive agreement for such Restricted Payment, Investment, acquisition, merger, amalgamation, Division or similar transaction is entered into into, the date a public announcement of such Restricted Payment, Investment, acquisition, merger, amalgamation, Division or irrevocable similar transaction or the date of such notice, which may be conditional, of such repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock is given to the holders of such Indebtedness Indebtedness, Disqualified Stock or Preferred Stock (eachany such date, a the “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “EBITDA.”. (b) For the avoidance of doubt, if the Issuer Testing Party elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (1a) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA, or Total Assets and/or pro forma cost savings of the Issuer Company from the Transaction Agreement Date to the date of consummation of such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction, or repayment, repurchase, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock will not be taken into account for purposes of determining (i) whether (x) any Indebtedness or Lien that is being incurred in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction, or repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred or (yii) in connection with compliance by the Company or any of its Restricted Subsidiaries with any other provision of this Indenture or the Notes, whether any other transaction undertaken in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction, or repayment, repurchase, repurchase or refinancing of Indebtedness complies with Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred, (b) if financial statements for one or more subsequent fiscal quarters shall have become available, the covenants or agreements contained Testing Party may elect, in this Indenture or its sole discretion, to re-determine all such baskets, ratios and financial metrics on the Notesbasis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable Transaction Agreement Date for purposes of such baskets, ratios and financial metrics, (2c) until such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction, or repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock is consummated or such definitive agreement is agreements are terminated, such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness Indebtedness, issuance of Disqualified Stock or Preferred Stock and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness Indebtedness, issuance of Disqualified Stock or Preferred Stock and Liens unrelated to such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction, or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock) that are consummated after the Transaction Agreement Date and on or prior to the date of consummation of such Restricted Payment, Investment, acquisition, merger, amalgamation, Division or similar transaction, or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock and any such transactions (including any incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock and the use of proceeds thereof) will be deemed to have occurred on the Transaction Agreement Date and deemed to be outstanding thereafter for purposes of calculating any baskets, ratios or financial metrics under this Indenture after the Transaction Agreement Date and before the date of consummation of such Restricted Payment, Investment, acquisition, merger, amalgamation, Division or termination. similar transaction, or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock and (cd) The Consolidated Interest Expense for purposes of the Fixed Charge Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin (without giving effect to any step-ups) contained in any financing commitment documentation with respect to such Indebtedness, Disqualified Stock or Preferred Stock or, if no such indicative interest margin exists, as reasonably determined by the Company in good faith. In addition, compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date (including any new Transaction Agreement Date) and not as of any later date as would otherwise be required under this Indenture. (d) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto. (e) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated solely for purposes of Sections 4.09 and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. (f) Notwithstanding anything to the contrary herein, unless the Issuer elects otherwise, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to adoption by the Issuer of Accounting Standards Codification topic 482, Leases (“ASC 842”) shall continue to be accounted for as operating leases (and not be treated as financing or capital lease obligations or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein (including the calculation of Consolidated Net Income and EBITDA) (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

Measuring Compliance. (a) With respect to any (x) Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, and (y) repayment, repurchase, repurchase or refinancing of Indebtedness with respect to which an irrevocable notice of repayment (or similar irrevocable notice), which may be conditional, has been delivered, in each case, for purposes of determining: (i) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness is permitted to be incurred in compliance with Section 4.09 hereof; (ii) whether any Lien being incurred in connection with such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness or to secure any such Indebtedness is permitted to be incurred in accordance with Section 4.12 hereof or the definition of “Permitted Liens”; (iii) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes; and (iv) any calculation of the ratios, including Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Ratio or Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA or Total Assets and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the Issuer, the date the definitive agreement for such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness is entered into or irrevocable notice, which may be conditional, of such repayment, repurchase, repurchase or refinancing of Indebtedness is given to the holders of such Indebtedness (each, a “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “EBITDA.”. (b) For the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (1a) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA, EBITDA or Total Assets of the Issuer from the Transaction Agreement Date to the date of consummation of such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness, will not be taken into account for purposes of determining whether (x) any Indebtedness or Lien that is being incurred in connection with such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness is permitted to be incurred or (y) any other transaction undertaken in connection with such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes, and (2b) until such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness is consummated or such definitive agreement is terminated, such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the date of such consummation or termination. (c) The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture. (d) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto. (e) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated solely for purposes of Sections 4.09 and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. (f) Notwithstanding anything to the contrary herein, unless the Issuer elects otherwise, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to adoption by the Issuer of Accounting Standards Codification topic 482, Leases (“ASC 842”) shall continue to be accounted for as operating leases (and not be treated as financing or capital lease obligations or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein (including the calculation of Consolidated Net Income and EBITDA) (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

Measuring Compliance. (a) With respect to any (x) Investment or Restricted Payment, Investment, acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation amalgamation, or other business combination or the acquisition of Capital Stock or otherwise), as applicable, similar transaction and (y) repayment, repurchase, repurchase or refinancing of Indebtedness Debt, Disqualified Stock or Preferred Stock with respect to which an irrevocable a notice of repayment (or similar irrevocable notice), which may be conditional, has been delivered, in each case, case for purposes of determining: (i) whether any Indebtedness (including Acquired Indebtedness) Debt that is being incurred or Disqualified Stock or Preferred Stock being issued in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, or similar transaction, or repayment, repurchase or refinancing of Indebtedness Debt, Disqualified Stock or Preferred Stock, is permitted to be incurred in compliance with Section 4.09 hereofthis Indenture; (ii) whether any Lien being incurred in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, or similar transaction, or repayment, repurchase, repurchase or refinancing of Indebtedness Debt, Disqualified Stock or Preferred Stock or to secure any such Indebtedness Indebtedness, is permitted to be incurred in accordance compliance with Section 4.12 hereof or the definition of “Permitted Liens”this Indenture; (iii) whether any other transaction undertaken or proposed to be undertaken in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, or similar transaction, or repayment, repurchase or refinancing of Indebtedness complies Debt, Disqualified Stock or Preferred Stock, is permitted in compliance with the covenants or agreements contained in this Indenture or the Notes; andIndenture; (iv) any calculation of the ratios, baskets or financial metrics, including Fixed Charge Coverage Ratio, Consolidated Total Debt Leverage Ratio, Consolidated Secured Leverage Debt Ratio, Consolidated Net Income, EBITDA or Consolidated EBITDA, Total Assets andand/or pro forma cost savings, and whether a Default or Event of Default exists in connection with the foregoing; and (v) whether any condition precedent to the incurrence of Debt or Liens, at the option or issuance of the IssuerDisqualified Stock or Preferred Stock, the date the definitive agreement for in each case, that is being incurred in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, or similar transaction or repayment, repurchase or refinancing of Indebtedness Debt, Disqualified Stock or Preferred Stock is satisfied, at the option of the Company, any of its Restricted Subsidiaries, any parent entity, any successor entity of any of the foregoing or a third party (the “Testing Party”), the date of declaration of such Restricted Payment, the date that the definitive agreement for such Restricted Payment, Investment, acquisition, merger, amalgamation, or similar transaction is entered into into, the date a public announcement of such Restricted Payment, Investment, acquisition, merger, amalgamation, or irrevocable similar transaction or the date of such notice, which may be conditional, of such repayment, repurchase, repurchase or refinancing of Indebtedness Debt, Disqualified Stock or Preferred Stock is given to the holders of such Indebtedness Debt, Disqualified Stock or Preferred Stock (eachany such date, a the “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “EBITDAFixed Charge Coverage Ratio.”. (b) For the avoidance of doubt, if the Issuer Testing Party elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (1) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA, or Total Assets of the Issuer from the Transaction Agreement Date to the date of consummation of such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness, will not be taken into account for purposes of determining whether (x) any Indebtedness or Lien that is being incurred in connection with such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness is permitted to be incurred or (y) any other transaction undertaken in connection with such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes, and (2) until such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness is consummated or such definitive agreement is terminated, such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the date of such consummation or termination. (c) The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture. (d) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto. (e) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated solely for purposes of Sections 4.09 and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. (f) Notwithstanding anything to the contrary herein, unless the Issuer elects otherwise, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to adoption by the Issuer of Accounting Standards Codification topic 482, Leases (“ASC 842”) shall continue to be accounted for as operating leases (and not be treated as financing or capital lease obligations or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein (including the calculation of Consolidated Net Income and EBITDA) (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.:

Measuring Compliance. (a) With respect to any (x) Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, Limited Condition Transaction and (y) any repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock with respect to which an irrevocable notice of repayment (or similar irrevocable notice), which may be conditional, has been delivered, in each case, for purposes of determining:delivered (an “Irrevocable Repayment”): (i1) whether any Indebtedness Indebtedness, Disqualified Stock or Preferred Stock (including Acquired acquired Indebtedness, Disqualified Stock and Preferred Stock) that is being incurred Incurred, or that is being Incurred in connection with such Investment, acquisition Limited Condition Transaction or repayment, repurchase or refinancing of Indebtedness Irrevocable Repayment is permitted to be incurred Incurred in compliance with Section 4.09 hereof4.03; (ii2) whether any Lien being incurred Incurred, or that is being Incurred in connection with such Investment, acquisition Limited Condition Transaction or repayment, repurchase, or refinancing of Indebtedness or to secure any such Indebtedness Irrevocable Repayment is permitted to be incurred Incurred in accordance compliance with Section 4.12 hereof 4.06 or the definition of “Permitted Liens”; (iii3) whether any other transaction undertaken or proposed to be undertaken in connection with such InvestmentLimited Condition Transaction or Irrevocable Repayment or Incurrence of Indebtedness, acquisition Disqualified Stock or repaymentPreferred Stock (including any dispositions, repurchase investments, acquisitions, Restricted Payments, mergers, fundamental changes or refinancing designations of Indebtedness Restricted Subsidiaries or Unrestricted Subsidiaries) complies with the covenants or agreements contained in this Indenture or the Notes; and (iv4) any calculation of the ratios, baskets or financial metrics, including Fixed Charge Coverage RatioConsolidated Cash Flow, Consolidated Total Debt Ratio, Consolidated Secured Debt Leverage Ratio, Consolidated Net Income, EBITDA Consolidated Total Assets, Fixed Charge Coverage Ratio, Fixed Charges and Secured Leverage Ratio and baskets determined by reference to Consolidated Cash Flow, Consolidated Total Assets, Indebtedness or Total Assets andSecured Indebtedness, and whether a Default or Default, Event of Default exists or Specified Event of Default exists, in each case, in connection with the foregoing, such Limited Condition Transaction or Irrevocable Repayment; at the option of the IssuerCompany (the “Testing Party”), the date that the definitive agreement agreements (or other relevant definitive documentation) are entered into for such Investment, acquisition Limited Condition Transaction or repayment, repurchase or refinancing of Indebtedness is entered into or irrevocable notice, which may be conditional, of such repayment, repurchase, or refinancing of Indebtedness is given to Irrevocable Repayment (the holders of such Indebtedness (each, a “Transaction Agreement Commitment Date”) may be used as the applicable date of determination, as the case may be, in each case case, with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “EBITDA”Consolidated Leverage Ratio” or “Consolidated Net Income. (b) ” For the avoidance of doubt, if the Issuer Company elects to use the Transaction Agreement Commitment Date as the applicable date of determination in accordance with the foregoing, (1a) (x) any fluctuation or change in the Fixed Charge Coverage Ratio(i) Consolidated Cash Flow, Consolidated Total Debt Ratio, Consolidated Secured Debt Leverage Ratio, Consolidated Net Income, EBITDAConsolidated Total Assets, or Total Assets Fixed Charge Coverage Ratio, Fixed Charges, Indebtedness, Secured Indebtedness and Secured Leverage Ratio and/or (ii) the applicable exchange rate utilized in calculating compliance with any dollar-based provision of the Issuer this Indenture from the Transaction Agreement Commitment Date to the date of consummation of such Restricted Payment, Investment, acquisition acquisition, merger or similar transaction or repayment, repurchase, repurchase or refinancing or Incurrence of Indebtedness, Disqualified Stock or Preferred Stock, in each case, in connection with such Limited Condition Transaction or Irrevocable Repayment, will not be taken into account for purposes of determining whether (x) any Indebtedness Indebtedness, Disqualified Stock, Preferred Stock or Lien that is being incurred Incurred in connection with such Investment, acquisition or repayment, repurchasethe foregoing, or refinancing in connection with compliance by the Issuers or any of Indebtedness is permitted to be incurred their Restricted Subsidiaries with any other provision of this Indenture or (y) the Notes or any other transaction or action undertaken in connection with such Restricted Payment, Investment, acquisition acquisition, merger or similar transaction or repayment, repurchase, repurchase or refinancing or Incurrence of Indebtedness complies with the covenants Indebtedness, Disqualified Stock or agreements contained in this Indenture or the NotesPreferred Stock, is permitted to be Incurred, and (2y) until such baskets, ratios or financial metrics shall not be tested at the time of consummation of such Restricted Payment, Investment, acquisition acquisition, merger or similar transaction or repayment, repurchase, repurchase or refinancing or Incurrence of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock, in each case, in connection with such Limited Condition Transaction or Irrevocable Repayment (provided, however, that until such Limited Condition Transaction or Irrevocable Repayment is consummated or such definitive agreement is terminatedagreements (or other relevant definitive documentation) are terminated (or notice expires), such Investment, acquisition acquisition, merger or similar transaction or repayment, repurchase, repurchase or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence Incurrence of Indebtedness Indebtedness, Disqualified Stock, Preferred Stock and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence Incurrence of Indebtedness Indebtedness, Disqualified Stock, Preferred Stock and Liens unrelated to such Investment, acquisition acquisition, merger or similar transaction or repayment, repurchase or refinancing of Indebtednessrefinancing) that are consummated after the Transaction Agreement Commitment Date and on or prior to the date of consummation of such Investment, acquisition, merger or similar transaction or repayment, repurchase or refinancing, and any such transactions (including any incurrence of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) will be deemed to have occurred on the date the definitive agreements (or other relevant definitive documentation) are entered into, and deemed to be outstanding thereafter for purposes of calculating any baskets, ratios or financial metrics under this Indenture after the date of such definitive agreement (or other relevant definitive documentation) and before the date of consummation of such Investment, acquisition, merger or termination. (c) The similar transaction or repayment, repurchase or refinancing. In addition, this Indenture will provide that compliance with any requirement relating to the absence of a Default, Event of Default or Specified Event of Default may be determined as of the Transaction Agreement Commitment Date and not as of any later date as would otherwise be required under this Indenture. (d) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto. (e) . Notwithstanding anything to the contrary hereincontrary, in connection with a Testing Party’s election to use a Transaction Commitment Date pursuant to this paragraph, any reference to “date of incurrence” or “time of incurrence” or other similar phrases with respect to the event date or time an item action is taken herein will mean the Transaction Commitment Date. (b) Accrual of interest, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest or dividends in the form of additional Indebtedness with the same terms, the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of Disqualified Stock or Preferred Stock of the same class, the accretion of liquidation preference or maximum fixed repurchase price and increases in the amount of Indebtedness, Disqualified Stock or Preferred Stock (outstanding solely as a result of fluctuations in the exchange rate of currencies or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken increases in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated solely for purposes value of Sections 4.09 and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each item of property securing Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will not be deemed to have been incurredbe an Incurrence of Liens, issued Indebtedness, Disqualified Stock or taken firstPreferred Stock for purposes of this Indenture. (c) For purposes of calculating any ratio-based basket, with respect to any revolving Indebtedness, delayed draw facility or other committed debt financing Incurred under such ratio-based basket, the Company may elect (which election may not be changed with respect to such Indebtedness), at any time, to either (x) give pro forma effect to the Incurrence of the entire committed amount of such Indebtedness, in which case such committed amount may thereafter be borrowed or reborrowed, in whole or in part, from time to time, without further compliance with any ratio-based component of any provision of this Indenture, or (y) give pro forma effect to the Incurrence of the actual amount drawn under such revolving Indebtedness, delayed draw facility or other committed debt financing, in which case, the ability to Incur the amounts committed to under such Indebtedness will be subject to such ratio-based basket (to the extent available, being Incurred pursuant to such ratio) at the relevant Fixed Charge Coverage Ratiotime of each such Incurrence. To the extent clause (x) of the immediately preceding sentence is elected, Consolidated Secured Debt Ratio such revolving Indebtedness, delayed draw facility or Consolidated Total Debt Ratio testother committed debt financing shall be deemed to be Incurred (and the fully committed amount of Indebtedness as outstanding) at all times thereafter for purposes of testing any ratio-based baskets, regardless of whether such Indebtedness is outstanding, until such commitments have been permanently terminated in full. (d) Notwithstanding anything in this Indenture to the contrary, unless the Company elects otherwise, if, on any date, the Company or any of its Restricted Subsidiaries in connection with any transaction or series of related transactions (A) utilizes a ratio-based basket and (B) utilizes a non-ratio-based basket, then the applicable ratio will be calculated on such date with respect to any usage under the applicable ratio-based basket without giving effect to the usage under such non-ratio-based basket made in connection with such transaction or series of related transactions. (e) To the extent the date of any delivery of any document required to be delivered pursuant to any provision of this Indenture falls on a day that is not a Business Day, the applicable required date of delivery shall be deemed to be the next succeeding Business Day. (f) Notwithstanding anything to For purposes of determining the contrary herein, unless the Issuer elects otherwise, all obligations maturity date of any Person Indebtedness, customary bridge loans that are subject to customary conditions (including no payment or bankruptcy event of default) that would have been treated as operating leases for purposes of GAAP prior to adoption by the Issuer of Accounting Standards Codification topic 482either automatically be extended as, Leases (“ASC 842”) shall continue converted into or required to be accounted exchanged for as operating leases (and not be treated as financing or capital lease obligations or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein (including the calculation of Consolidated Net Income and EBITDA) (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements. Interest on a Capitalized Lease Obligation permanent refinancing shall be deemed to accrue at an interest rate reasonably determined have the maturity date as so extended, converted or exchanged. (g) Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer or similar term, shall be deemed to apply to a division of or by a responsible financial limited liability company, limited partnership or accounting officer trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust (or the Issuer to be the rate unwinding of interest implicit in such Capitalized Lease Obligation in accordance a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer or similar term, as applicable, to, of or with GAAPa separate Person. Any division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division of any limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Measuring Compliance. (a) With respect to any (x) Investment or Restricted Payment, Investment, acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation amalgamation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, similar transaction and (y) repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock with respect to which an irrevocable a notice of repayment (or similar irrevocable notice), which may be conditional, has been delivereddelivered (each transaction referred to in clause (x) and (y), a “Tested Transaction”), in each case, case for purposes of determining: (i1) whether any Indebtedness (including Acquired Indebtedness) that is being incurred Incurred or Disqualified Stock or Preferred Stock that is being issued in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness Tested Transaction is permitted to be incurred Incurred in compliance with Section 4.09 hereof3.3; (ii2) whether any Lien being incurred Incurred in connection with such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness Tested Transaction or to secure any such Indebtedness is permitted to be incurred Incurred in accordance with Section 4.12 hereof 3.5 or the definition of “Permitted Liens”; (iii3) whether any other transaction undertaken or proposed to be undertaken in connection with such InvestmentTested Transaction (including any Restricted Payments, acquisition dispositions, or repayment, repurchase designations of Restricted Subsidiaries or refinancing of Indebtedness Unrestricted Subsidiaries) complies with the covenants or agreements contained in this Indenture or the Notes; and; (iv4) any calculation of the ratios, baskets or financial metrics, including Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Senior Secured Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, and/or Pro Forma Cost Savings and baskets determined by reference to Consolidated Net Income, Consolidated EBITDA or Total Consolidated Net Tangible Assets and, whether a Default or Event of Default exists in connection with such event or any of the foregoing; and (5) whether any condition precedent to the Incurrence of Indebtedness (including Acquired Indebtedness) or Liens, or issuance of Disqualified Stock or Preferred Stock, in each case that is being Incurred in connection with such Tested Transaction is satisfied, at the option of the Lux Co-Issuer, any of its Restricted Subsidiaries, any direct or indirect parent of the Lux Co-Issuer, any successor entity of any of the foregoing or a third party (the “Testing Party”), the date of declaration of such Restricted Payment, the date that the definitive agreement for such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation or repayment, repurchase or refinancing of Indebtedness similar transaction is entered into into, the date a public announcement of such Restricted Payment, Investment, acquisition, merger, amalgamation or irrevocable similar transaction is made or the date of any notice, which may be conditional, of such repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock is given to the holders of such Indebtedness Indebtedness, Disqualified Stock or Preferred Stock (eachany such date, a the “Transaction Agreement Commitment Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA”. (b) ” For the avoidance of doubt, if the Issuer Testing Party elects to use the Transaction Agreement Commitment Date as the applicable date of determination in accordance with the foregoing, (1a) any fluctuation or change in the (i) Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Senior Secured Debt Ratio, Consolidated Net Income, Consolidated EBITDA, or Total Consolidated Net Tangible Assets and/or Pro Forma Cost Savings of the Lux Co-Issuer and (ii) the applicable exchange rate utilized in calculating compliance with any dollar-based provision of this Indenture, from the Transaction Agreement Commitment Date to the date of consummation of such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness, Tested Transaction will not be taken into account for purposes of determining whether (x) any Indebtedness or Lien that is being incurred in connection with such Investment, acquisition or repayment, repurchaseTested Transaction, or refinancing in connection with compliance by the Lux Co-Issuer or any of Indebtedness is permitted to be incurred its Restricted Subsidiaries with any other provision of this Indenture or (y) the Notes or any other transaction undertaken in connection with such InvestmentTested Transaction, acquisition is permitted to be Incurred, (b) if financial statements for one or repaymentmore subsequent fiscal quarters shall have become available, repurchasethe Testing Party may elect, in its sole discretion, to re-determine all such baskets, ratios and financial metrics on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable Transaction Commitment Date for purposes of such baskets, ratios and financial metrics, (c) if any ratios or refinancing financial metrics improve or baskets increase as a result of Indebtedness complies with the covenants such fluctuations, such improved ratios, financial metrics or agreements contained in this Indenture or the Notesbaskets may be utilized, and (2d) until such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness Tested Transaction is consummated or such definitive agreement is agreements are terminated, such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness Tested Transaction and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness Indebtedness, issuance of Disqualified Stock or Preferred Stock and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness Indebtedness, issuance of Disqualified Stock or Preferred Stock and Liens unrelated to such Investment, acquisition or repayment, repurchase or refinancing of IndebtednessTested Transaction) that are consummated after the Transaction Agreement Commitment Date and on or prior to the date of consummation of such Tested Transaction and any such transactions (including any incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock and the use of proceeds thereof) will be deemed to have occurred on the Transaction Commitment Date and deemed to be outstanding thereafter for purposes of calculating any baskets, ratios or financial metrics under this Indenture after the Transaction Commitment Date and before the date of consummation or termination. of such Tested Transaction and (ce) The Consolidated Interest Expense for purposes of the Fixed Charge Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest rate as reasonably determined by the Lux Co-Issuer in good faith. In addition, this Indenture will provide that compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Commitment Date and not as of any later date as would otherwise be required under this Indenture. (db) For purposes of covenant complianceNotwithstanding anything in this Indenture to the contrary unless the Lux Co-Issuer elects otherwise, if, on any date, the amount Lux Co-Issuer or its Restricted Subsidiaries (A) Incurs Indebtedness or any Lien, issues Disqualified Stock or Preferred Stock or undertakes any other transaction or series of transaction as permitted by a ratio-based or ratio-referent basket and (B) Incurs Indebtedness or any Investment shall Lien, issues Disqualified Stock or Preferred Stock or undertakes any other transaction or series of related transactions under a non-ratio-based or ratio-referent basket, then the applicable ratio will be calculated on such date with respect to any Incurrence, issuance or transaction or series of related transactions under the amount actually invested, applicable ratio-based or ratio-referent basket without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns the Incurrence, issuance or distributions transaction or series of capital related transactions under such non-ratio-based or repayment of principal actually received in cash by such Person with respect theretonon-ratio-referent basket. (ec) Notwithstanding anything to If Indebtedness originally incurred or Disqualified Stock or preferred stock originally issued in reliance upon a percentage of Consolidated EBITDA or under a ratio-based or ratio-referent basket of the contrary herein, in definition of “Permitted Debt” is being refinanced under such ratio-based or ratio-referent basket and such refinancing would cause the event an item maximum amount of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issuedpreferred stock thereunder to be exceeded at such time, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, then such ratio(s) shall refinancing will nevertheless be calculated solely for purposes of Sections 4.09 permitted thereunder and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each item of additional Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken preferred stock will be deemed to have been incurred, issued and permitted to be incurred, under such ratio-based or taken firstratio-referent basket so long as the principal amount or the liquidation preference of such refinancing Indebtedness, Disqualified Stock or preferred stock does not exceed an amount equal to the extent availableprincipal amount or liquidation preference of Indebtedness, Disqualified Stock or preferred stock being refinanced plus Refinancing Expenses in connection with such refinancing. (d) For purposes of determining the maturity date of any Indebtedness, customary bridge loans that are subject to customary conditions (including no payment or bankruptcy event of default) that would either automatically be extended as, converted into or required to be exchanged for permanent refinancing shall be deemed to have the maturity date as so extended, converted or exchanged. (e) For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the relevant Fixed Charge Coverage Ratiofair market value of such Disqualified Stock or Preferred Stock, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio testsuch fair market value shall be determined reasonably and in good faith by the Lux Co-Issuer. (f) Notwithstanding anything to the contrary herein, unless the Issuer elects otherwise, all obligations of any Person that are or would have been treated so long as operating leases for purposes of GAAP prior to adoption by the Issuer of Accounting Standards Codification topic 482, Leases an action was taken (“ASC 842”) shall continue to be accounted for as operating leases (and not be treated as financing or capital lease obligations or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein (including the calculation of Consolidated Net Income and EBITDA) (whether or not such operating lease obligations were taken) in effect on such date) notwithstanding the fact reliance upon a basket, ratio or financial metric that such obligations are required was calculated or determined in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined good faith by a responsible financial or accounting officer of a Testing Party based upon financial information available to such officer at such time and such action (or inaction) was permitted hereunder at the Issuer time of such calculation or determination, any subsequent restatement, modification or adjustments made to such financial information (including any restatement, modification or adjustment that would have caused such basket or ratio to be exceeded as a result of such action or inaction) shall not result in any Default or Event of Default. (g) To the extent the date of any delivery of any document required to be delivered pursuant to any provision of this Indenture falls on a day that is not a Business Day, the applicable date of delivery shall be deemed to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAPnext succeeding Business Day.

Measuring Compliance. (a) With respect to any (xw) Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation consolidation, or other business combination combination, or the acquisition of Capital Stock or otherwise), as applicable, (x) any Asset Sale or other Disposition, (y) any Restricted Payment and (yz) repayment, repurchase, or refinancing of Indebtedness with respect to which an irrevocable notice of repayment (or similar irrevocable notice), which may be conditional, has been delivered, in each case, for purposes of determining: (i1) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment, Restricted Payment, Asset Sale, Disposition, acquisition or repayment, repurchase or refinancing of Indebtedness is permitted to be incurred in compliance with Section 4.09 hereof; (ii2) whether any Lien being incurred in connection with such Investment, Restricted Payment, Asset Sale, Disposition, acquisition or repayment, repurchase, or refinancing of Indebtedness or to secure any such Indebtedness is permitted to be incurred in accordance with Section 4.12 hereof or the definition of “Permitted Liens”; (iii3) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes; and (iv4) any calculation of the ratios, including Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA or Total Assets and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the Issuer, the date the definitive agreement for such Investment, Restricted Payment, Asset Sale, Disposition, acquisition or repayment, repurchase or refinancing of Indebtedness is entered into or irrevocable notice, which may be conditional, of such repayment, repurchase, or refinancing of Indebtedness is given to the holders of such Indebtedness (each, a “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “EBITDAFixed Charge Coverage Ratio”. (b) For the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (1) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA, or Total Assets of the Issuer from the Transaction Agreement Date to the date of consummation of such Investment, Restricted Payment, Asset Sale, Disposition, acquisition or repayment, repurchase, or refinancing of Indebtedness, will not be taken into account for purposes of determining whether (x) any Indebtedness or Lien that is being incurred in connection with such Investment, Restricted Payment, Asset Sale, Disposition, acquisition or repayment, repurchase, or refinancing of Indebtedness is permitted to be incurred or (y) any other transaction undertaken in connection with such Investment, Restricted Payment, Asset Sale, Disposition, acquisition or repayment, repurchase, or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes, and (2) until such Investment, Restricted Payment, Asset Sale, Disposition, acquisition or repayment, repurchase, or refinancing of Indebtedness is consummated or such definitive agreement is terminated, such Investment, acquisition acquisition, Restricted Payment, Asset Sale, Disposition or repayment, repurchase, or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment, Restricted Payment, Asset Sale, Disposition, acquisition or repayment, repurchase repurchase, or refinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the date of such consummation or termination. (c) The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture. (d) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto. (e) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket any ratio-based on the Fixed Charge Coverage Ratioexceptions, Consolidated Secured Debt Ratio thresholds or Consolidated Total Debt Ratiobaskets, such ratio(s) shall be calculated solely for purposes of Sections 4.09 and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket exceptions, thresholds or baskets (other than a ratio basket ratio-based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratiobaskets) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio ratio based test. (f) Notwithstanding anything to the contrary herein, unless the Issuer elects otherwise, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to adoption by the Issuer of Accounting Standards Codification topic 482, Leases (“ASC 842”) shall continue to be accounted for as operating leases (and not be treated as financing or capital lease obligations or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein (including the calculation of Consolidated Net Income and EBITDA) (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

Measuring Compliance. (a) With respect to any (x) Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, and (y) repayment, repurchase, repurchase or refinancing of Indebtedness with respect to which an irrevocable notice of repayment (or similar irrevocable notice), which may be conditional, has been delivered, in each case, for purposes of determining: (i) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness is permitted to be incurred in compliance with Section 4.09 hereof; (ii) whether any Lien being incurred in connection with such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness or to secure any such Indebtedness is permitted to be incurred in accordance with Section 4.12 hereof or the definition of “Permitted Liens”; (iii) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes; and (iv) any calculation of the ratios, including Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA or Total Assets and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the Issuer, the date the definitive agreement for such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness is entered into or irrevocable notice, which may be conditional, of such repayment, repurchase, repurchase or refinancing of Indebtedness is given to the holders of such Indebtedness (each, a “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “EBITDA.”. (b) For the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (1) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA, EBITDA or Total Assets of the Issuer from the Transaction Agreement Date to the date of consummation of such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness, will not be taken into account for purposes of determining whether (x) any Indebtedness or Lien that is being incurred in connection with such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness is permitted to be incurred or (y) any other transaction undertaken in connection with such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes, and (2) until such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness is consummated or such definitive agreement is terminated, such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the date of such consummation or termination. (c) The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture. (d) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto. (e) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated solely for purposes of Sections 4.09 and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. (f) Notwithstanding anything to the contrary herein, unless the Issuer elects otherwise, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to adoption by the Issuer of Accounting Standards Codification topic 482, Leases (“ASC 842”) shall continue to be accounted for as operating leases (and not be treated as financing or capital lease obligations or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein (including the calculation of Consolidated Net Income and EBITDA) (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

Measuring Compliance. (a) With respect to any (x) Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, and (y) repayment, repurchase, or refinancing of Indebtedness with respect to which an irrevocable notice of repayment (or similar irrevocable notice), which may be conditional, has been delivered, in each case, for purposes of determining: (i) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness is permitted to be incurred in compliance with Section 4.09 hereof; (ii) whether any Lien being incurred in connection with such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness or to secure any such Indebtedness is permitted to be incurred in accordance with Section 4.12 hereof or the definition of “Permitted Liens”; (iii) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes; and (iv) any calculation of the ratios, including Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA or Total Assets and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the Issuer, the date the definitive agreement for such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness is entered into or irrevocable notice, which may be conditional, of such repayment, repurchase, or refinancing of Indebtedness is given to the holders of such Indebtedness (each, a “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “EBITDA”. (b) For the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (1) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA, or Total Assets of the Issuer from the Transaction Agreement Date to the date of consummation of such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness, will not be taken into account for purposes of determining whether (x) any Indebtedness or Lien that is being incurred in connection with such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness is permitted to be incurred or (y) any other transaction undertaken in connection with such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes, and (2) until such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness is consummated or such definitive agreement is terminated, such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the date of such consummation or termination. (c) The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture. (d) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto. (e) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated solely for purposes of Sections 4.09 and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. (f) Notwithstanding anything to the contrary herein, unless the Issuer Parent elects otherwise, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to adoption by the Issuer Parent of Accounting Standards Codification topic 482, Leases (“ASC 842”) shall continue to be accounted for as operating leases (and not be treated as financing or capital lease obligations or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein (including the calculation of Consolidated Net Income and EBITDA) (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer Parent to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

Measuring Compliance. (a) With respect to any (x) Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, and (y) repayment, repurchase, repurchase or refinancing of Indebtedness with respect to which an irrevocable notice of repayment (or similar irrevocable notice), which may be conditional, has been delivered, in each case, for purposes of determining: (i) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness is permitted to be incurred in compliance with Section 4.09 hereof; (ii) whether any Lien being incurred in connection with such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness or to secure any such Indebtedness is permitted to be incurred in accordance with Section 4.12 hereof or the definition of “Permitted Liens”; (iii) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes; and (iv) any calculation of the ratios, including Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, Income or EBITDA or Total Assets and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the Issuer, the date the definitive agreement for such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness is entered into or irrevocable notice, which may be conditional, of such repayment, repurchase, repurchase or refinancing of Indebtedness is given to the holders of such Indebtedness (each, a “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “EBITDA.”. (b) For the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (1) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA, Income or Total Assets EBITDA of the Issuer from the Transaction Agreement Date to the date of consummation of such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness, will not be taken into account for purposes of determining whether (x) any Indebtedness or Lien that is being incurred in connection with such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness is permitted to be incurred or (y) any other transaction undertaken in connection with such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes, and (2) until such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness is consummated or such definitive agreement is terminated, such Investment, acquisition or repayment, repurchase, repurchase or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the date of such consummation or termination. (c) The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture. (d) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto. (e) In addition, notwithstanding anything to the contrary in this Indenture, in the case of any Indebtedness or obligations incurred to refinance Indebtedness or obligations initially incurred or secured in reliance on Section 4.09(b) or Section 4.12 measured by reference to a percentage of EBITDA at the time of incurrence, if such refinancing would cause the percentage of EBITDA restriction to be exceeded if calculated based on the percentage of EBITDA on the date of such refinancing, such percentage of EBITDA restriction shall not be deemed to be exceeded so long as the principal amount of such refinancing Indebtedness or obligation does not exceed the principal amount of such Indebtedness or obligation being refinanced, plus accrued and unpaid interest, dividends, premiums (including tender premiums), defeasance costs, underwriting discounts, fees, costs and expenses (including original issue discount, upfront fees or similar fees) in connection with such refinancing. (f) Notwithstanding anything to the contrary herein, so long as an action was taken (or not taken) in reliance upon a basket or ratio that was calculated or determined in good faith by a responsible financial or accounting officer of the Issuer based upon financial information available to such officer at such time and such action (or inaction) was permitted hereunder at the time of such calculation or determination, any subsequent restatement, modification or adjustments made to such financial information (including any restatement, modification or adjustment that would have caused such basket or ratio to be exceeded as a result of such action or inaction) shall not result in any Default or Event of Default. (g) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated solely for purposes of Sections 4.09 and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. (f) Notwithstanding anything to the contrary herein, unless the Issuer elects otherwise, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to adoption by the Issuer of Accounting Standards Codification topic 482, Leases (“ASC 842”) shall continue to be accounted for as operating leases (and not be treated as financing or capital lease obligations or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein (including the calculation of Consolidated Net Income and EBITDA) (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

Measuring Compliance. (a) With respect to any (x) Investment or Restricted Payment, Investment, acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation amalgamation, Division or other business combination or the acquisition of Capital Stock or otherwise), as applicable, similar transaction and (y) repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or preferred stock with respect to which an irrevocable a notice of repayment (or similar irrevocable notice), which may be conditional, has been delivered, in each case, case for purposes of determining: (i1) whether any Indebtedness (including Acquired IndebtednessDebt) that is being incurred or Disqualified Stock or preferred stock being issued in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or preferred stock is permitted to be incurred in compliance with Section 4.09 hereof4.09; (ii2) whether any Lien being incurred in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or preferred stock or to secure any such Indebtedness is permitted to be incurred in accordance with Section 4.12 hereof or the definition of “Permitted Liens”; (iii3) whether any other transaction undertaken or proposed to be undertaken in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction, or repayment, repurchase or refinancing of Indebtedness Indebtedness; Disqualified Stock or preferred stock complies with the covenants or agreements contained in this Indenture or the Notes; and; (iv4) any calculation of the ratios, baskets or financial metrics, including Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Senior Secured Debt Ratio, Consolidated Net Income, EBITDA or Consolidated EBITDA, Consolidated Total Indebtedness, Total Assets and/or Pro Forma Cost Savings and, whether a Default or Event of Default exists in connection with the foregoing; and (5) whether any condition precedent to the incurrence of Indebtedness (including Acquired Debt) or Liens, or issuance of Disqualified Stock or preferred stock, in each case that is being incurred in connection with such Restricted Payment, Investment, acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or preferred stock is satisfied, at the option of the Issuer, any of its Restricted Subsidiaries, any direct or indirect parent of the Issuer, any successor entity of any of the foregoing or a third party (the “Testing Party”), the date of declaration of such Restricted Payment, the date that the definitive agreement for such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or repayment, repurchase or refinancing of Indebtedness similar transaction is entered into into, the date a public announcement of such Restricted Payment, Investment, acquisition, merger, amalgamation, Division or irrevocable similar transaction or the date of such notice, which may be conditional, of such repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or preferred stock is given to the holders of such Indebtedness Indebtedness, Disqualified Stock or preferred stock (eachany such date, a the “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.”. (b) For If the avoidance of doubt, if the Issuer Testing Party elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (1a) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Senior Secured Debt Ratio, Consolidated Net Income, Consolidated EBITDA, or Consolidated Total Indebtedness, Total Assets and/or Pro Forma Cost Savings of the Issuer from the Transaction Agreement Date to the date of consummation of such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase, repurchase or refinancing of Indebtedness, Disqualified Stock or preferred stock will not be taken into account for purposes of determining whether (x) any Indebtedness or Lien that is being incurred in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase, repurchase or refinancing of Indebtedness is permitted to be incurred Indebtedness, Disqualified Stock or (y) preferred stock or in connection with compliance by the Issuer or any of its Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other transaction undertaken in connection with such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase, repurchase or refinancing of Indebtedness complies with Indebtedness, Disqualified Stock or preferred stock, is permitted to be incurred, (b) if financial statements for one or more subsequent fiscal quarters shall have become available, the covenants or agreements contained Testing Party may elect, in this Indenture or its sole discretion, to re-determine all such baskets, ratios and financial metrics on the Notesbasis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable Transaction Agreement Date for purposes of such baskets, ratios and financial metrics, (2c) until such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or preferred stock is consummated or such definitive agreement is agreements are terminated, such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase, repurchase or refinancing of Indebtedness Indebtedness, Disqualified Stock or preferred stock and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness Indebtedness, issuance of Disqualified Stock or preferred stock and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness Indebtedness, issuance of Disqualified Stock or preferred stock and Liens unrelated to such Restricted Payment, Investment, acquisition acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or preferred stock) that are consummated after the Transaction Agreement Date and on or prior to the date of consummation of such Restricted Payment, Investment, acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or preferred stock and any such transactions (including any incurrence of Indebtedness or issuance of Disqualified Stock or preferred stock and the use of proceeds thereof) will be deemed to have occurred on the Transaction Agreement Date and deemed to be outstanding thereafter for purposes of calculating any baskets, ratios or financial metrics under this Indenture after the Transaction Agreement Date and before the date of consummation of such Restricted Payment, Investment, acquisition, merger, amalgamation, Division or termination. similar transaction or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or preferred stock and (cd) The Consolidated Interest Expense for purposes of the Fixed Charge Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin (without giving effect to any step-ups) contained in any financing commitment documentation with respect to such Indebtedness, Disqualified Stock or preferred stock or, if no such indicative interest margin exists, as reasonably determined by Issuer in good faith. In addition, compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date (including any new Transaction Agreement Date) and not as of any later date as would otherwise be required under this Indenture. (d) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto. (e) . Notwithstanding anything to the contrary herein, in the event so long as an item of Indebtedness, Disqualified Stock or Preferred Stock action was taken (or any portion thereofnot taken) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on upon a basket, ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio of financial metric that was calculated or Consolidated Total Debt Ratio, such ratio(s) shall be calculated solely for purposes of Sections 4.09 and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. (f) Notwithstanding anything to the contrary herein, unless the Issuer elects otherwise, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to adoption by the Issuer of Accounting Standards Codification topic 482, Leases (“ASC 842”) shall continue to be accounted for as operating leases (and not be treated as financing or capital lease obligations or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein (including the calculation of Consolidated Net Income and EBITDA) (whether or not such operating lease obligations were determined in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined good faith by a responsible financial or accounting officer of a Testing Party based upon financial information available to such officer at such time and such action (or inaction) was permitted hereunder at the Issuer time of such calculation or determination, any subsequent restatement, modification or adjustments made to such financial information (including any restatement, modification or adjustment that would have caused such basket or ratio to be the rate exceeded as a result of interest implicit such action or inaction) shall not result in such Capitalized Lease Obligation in accordance with GAAPany Default or Event of Default.