Common use of Measuring Compliance Clause in Contracts

Measuring Compliance. (a) When calculating the availability under any basket or ratio under this Indenture, including, without limitation, the Consolidated Secured Indebtedness Leverage Ratio and the Total Indebtedness to Consolidated Cash Flow Ratio, in each case in connection with the Limited Condition Transaction and any actions or transactions related thereto, the date of determination of such basket or ratio and of any default or event of default blocker shall, at the option of Cedar Fair, be the date the Merger Agreement was entered into and such baskets or ratios shall be calculated on a pro forma basis after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four-quarter reference period, and, for the avoidance of doubt, (x) if any such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated Cash Flow of Cedar Fair or Six Flags) at or prior to the consummation of the Limited Condition Transaction, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios shall not be tested at the time of consummation of the Limited Condition Transaction or related transactions; provided further, that if Cedar Fair elects to have such determinations occur at the time of entry into the Merger Agreement, any such transaction shall be deemed to have occurred on the date the Merger Agreement was entered and outstanding thereafter for purposes of subsequently calculating any ratios under this Indenture after the date of the Merger Agreement and before the consummation of the Limited Condition Transaction and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Consolidated Total Assets or Consolidated Net Income for purposes of other incurrences of Indebtedness or Liens or making of Restricted Payments (not related to the Limited Condition Transaction) shall not reflect the Limited Condition Transaction until it is closed.

Measuring Compliance. (a) When calculating the availability under compliance with any basket or ratio under this Indenture, including, without limitationLCT Provision, the Consolidated Secured Indebtedness Leverage Ratio Company may, at its option (the Company’s election to exercise such option, which may be made at any time, an “LCT Election”), elect that the date of determination for such LCT Provision (the “LCT Test Date”) shall be deemed to be the date the definitive agreement or agreements for such Limited Condition Transaction are entered into (or, if applicable, the date any agreement to repay, repurchase or refinance Indebtedness, Disqualified Stock or Preferred Stock is entered into, the date of any irrevocable notice, which may be conditional, of any repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock that is given to the holders thereof, or the date of declaration of a Restricted Payment), and the Total Indebtedness if, after giving effect to Consolidated Cash Flow Ratio, in each case in connection with the Limited Condition Transaction and any actions or transactions related theretothereto (including, without limitation, acquisitions, Investments, the date of determination of such basket or ratio and of any default or event of default blocker shall, at the option of Cedar Fair, be the date the Merger Agreement was entered into and such baskets or ratios shall be calculated on a pro forma basis after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or the issuance of Disqualified Stock or Preferred Stock and the use of proceeds thereoftherefrom, the incurrence of Liens and Restricted Payments) as if they occurred at on a Pro Forma Basis, the beginning Company or any of its Restricted Subsidiaries would have been permitted to take such actions or consummate such transactions on the four-quarter reference period, and, for the avoidance of doubt, (x) if any relevant LCT Test Date in compliance with such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated Cash Flow of Cedar Fair or Six Flags) at or prior to the consummation of the Limited Condition TransactionLCT Provision, such ratios will not LCT Provision shall be deemed to have been exceeded as a result complied with (or satisfied) for all purposes under this Indenture (in the case of Indebtedness, for example, regardless of whether such fluctuations solely for purposes of determining whether Indebtedness is committed, issued or otherwise incurred at the Limited Condition Transaction is permitted hereunder and (y) LCT Test Date or at any time thereafter); provided that compliance with such ratios LCT Provision shall not be determined or tested at any time after the time of consummation of the applicable LCT Test Date for such Limited Condition Transaction or any actions or transactions related transactions; provided furtherthereto (including, that if Cedar Fair elects to have such determinations occur at without limitation, acquisitions, Investments, the time of entry into the Merger Agreement, any such transaction shall be deemed to have occurred on the date the Merger Agreement was entered and outstanding thereafter for purposes of subsequently calculating any ratios under this Indenture after the date of the Merger Agreement and before the consummation of the Limited Condition Transaction and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Consolidated Total Assets or Consolidated Net Income for purposes of other incurrences incurrence of Indebtedness or the issuance of Disqualified Stock or Preferred Stock and the use of proceeds therefrom, the incurrence of Liens or making of and Restricted Payments (not related to the Limited Condition Transaction) shall not reflect the Limited Condition Transaction until it is closedPayments).

Measuring Compliance. If (a) When calculating the availability under any basket or ratio under this Indenture, including, without limitation, the Consolidated Secured Indebtedness Leverage Ratio and the Total Indebtedness to Consolidated Cash Flow Ratio, in each case in connection with the Limited Condition Transaction and any actions or transactions related thereto, the date of determination of such basket or ratio and of any default or event of default blocker shall, at the option of Cedar Fair, be the date the Merger Agreement was entered into and such baskets or ratios shall be calculated on a pro forma basis after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four-quarter reference period, and, for the avoidance of doubt, (x) if any such ratios baskets set forth in this Indenture are exceeded solely as a result of fluctuations in to LTM Consolidated EBITDA for the most recently completed fiscal quarter after the last time such ratio (including due to fluctuations in Consolidated Cash Flow of Cedar Fair or Six Flags) at or prior to the consummation of the Limited Condition Transactionbaskets were calculated for any purpose under this Indenture, such ratios baskets will not be deemed to have been exceeded solely as a result of such fluctuations or (b) any baskets is exceeded or any undertaking would be breached, or any event that would constitute a Default or an Event of Default, in each case, solely for purposes as a result of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios fluctuations in applicable currency exchange rates, shall not be tested at deemed to be exceeded, untrue, inaccurate, breached, exceeded or so constituted, as applicable, solely as a result of such fluctuations in currency exchange rates. With respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Indenture that does not require compliance with a financial ratio or test (including, without limitation, the time of consummation Consolidated Total Corporate Leverage Ratio or Consolidated Secured Leverage Ratio) (any such amounts (but excluding any amounts incurred under any revolving facility unless such Indebtedness has been permanently repaid and has not been replaced), the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision in this Indenture that requires compliance with a financial ratio or test (including a test based on the Consolidated Total Corporate Leverage Ratio or Consolidated Secured Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) the Fixed Amounts shall be disregarded in the calculation of the Limited Condition Transaction financial ratio or test applicable to the Incurrence-Based Amounts, and (ii) except as provided in clause (i), pro forma effect shall be given to all applicable and related transactions (including the use of proceeds of all applicable Indebtedness incurred and any repayments, repurchases and redemptions of Indebtedness) and all other adjustments as to which pro forma effect may be given under this Indenture. Notwithstanding anything to the contrary herein, in the event any item of Lien, Permitted Lien or Restricted Payment or other transaction or action (any of the foregoing in a single transaction or a series of substantially concurrent related transactions; provided further) meets the criteria of one or more than one categories (or subcategories within any category) of exceptions, that if Cedar Fair elects thresholds or baskets under this Indenture (including within any defined terms), including any financial ratio-based exceptions, thresholds or baskets (including the Consolidated Coverage Ratio, the Consolidated Total Corporate Leverage Ratio or the Consolidated Secured Leverage Ratio), the Company shall, in its sole discretion, be entitled to have such determinations occur at divide and classify and later re-divide and reclassify on or more occasions (based on circumstances existing on the time date of entry into the Merger Agreement, any such re-division and reclassification) any such item of Lien, Permitted Lien, Restricted Payment or other transaction or action, in whole or in part, among one or more than one categories (or subcategories within any category) of exceptions, thresholds or baskets under this Indenture. If any item of Indebtedness or Preferred Stock, Lien, Permitted Lien, Restricted Payments or other transaction or action (or any portion of the foregoing) previously divided and classified (or re-divided and reclassified) as set forth above under any category (or subcategories within any category) of non-financial ratio based exceptions, thresholds or baskets could subsequently be re-divided and reclassified under a category (or subcategories within any category) of financial ratio based exceptions, thresholds or baskets (including the Consolidated Coverage Ratio, Consolidated Total Corporate Leverage Ratio or Consolidated Secured Leverage Ratio), such re-division and reclassification shall be deemed to have occurred on occur automatically and such item of Lien, Permitted Lien, Restricted Payment or other transaction or action (or any portion of the date the Merger Agreement was entered and foregoing) shall cease to be deemed made or outstanding thereafter for purposes of any category (or subcategories within any category) of exceptions, thresholds and baskets that are not financial ratio-based. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness (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 Consolidated Coverage Ratio, Consolidated Total Corporate Leverage Ratio or Consolidated Secured Leverage Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility (1) prior to or in connection therewith or (2) used to finance working capital needs of the Company and its Restricted Subsidiaries. If any item of Indebtedness, Lien, Permitted Lien, Restricted Payment or other transaction or action (any of the foregoing in a single transaction or a series of substantially concurrent related transactions) is incurred, issued, taken or consummated in reliance on categories (or subcategories within any category) of exceptions, thresholds or baskets measured by reference to a percentage of LTM Consolidated EBITDA on the relevant testing date pursuant to this Indenture, and such Indebtedness, Lien, Permitted Lien, Restricted Payment or other transaction or action (including in connection with refinancing thereof) would subsequently calculating any ratios under this Indenture after exceed the applicable percentage of LTM Consolidated EBITDA if calculated based on the LTM Consolidated EBITDA on a later date (including the date of any refinancing), such percentage of LTM Consolidated EBITDA will not be deemed to be exceeded (and in the Merger Agreement and before the consummation case of the Limited Condition Transaction and refinancing any Indebtedness, to the extent baskets were utilized in satisfying any covenants, the principal amount or the liquidation preference of such baskets shall be deemed utilized, but any calculation of Consolidated Total Assets newly incurred or Consolidated Net Income for purposes of other incurrences of issued Indebtedness or Liens Preferred Stock does not exceed the maximum principal amount, liquidation preference or making amount of Restricted Payments (not related to Permitted Refinancing Indebtedness in respect of the Limited Condition Transaction) shall not reflect the Limited Condition Transaction until it is closedIndebtedness, Disqualified Stock or Preferred Stock being refinanced, extended, replaced, refunded, renewed or defeased).

Measuring Compliance. (a) When calculating the availability under any basket or ratio under this Indenture, including, without limitation, the Consolidated Secured Indebtedness Leverage Ratio and or the Total Indebtedness to Consolidated Cash Flow Ratio, in each case in connection with the a Limited Condition Transaction and any actions or transactions related thereto, the date of determination of such basket or ratio and of any default or event of default blocker shall, at the option of Cedar Fairthe Company, be the date the Merger Agreement was definitive agreements for such Limited Condition Transaction are entered into and such baskets or ratios shall be calculated on a pro forma basis after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four-quarter reference period, and, for the avoidance of doubt, (x) if any such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated Cash Flow of Cedar Fair the Company or Six Flagsthe target company) at or prior to the consummation of the relevant Limited Condition Transaction, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios shall not be tested at the time of consummation of the such Limited Condition Transaction or related transactions; provided further, that if Cedar Fair the Company elects to have such determinations occur at the time of entry into the Merger Agreementsuch definitive agreement, any such transaction shall be deemed to have occurred on the date the Merger Agreement was definitive agreements are entered and outstanding thereafter for purposes of subsequently calculating any ratios under this Indenture after the date of the Merger Agreement such agreement and before the consummation of the such Limited Condition Transaction and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Consolidated Total Assets or Consolidated Net Income for purposes of other incurrences of Indebtedness or Liens or making of Restricted Payments (not related to the such Limited Condition Transaction) shall not reflect the such Limited Condition Transaction until it is closed.

Measuring Compliance. (a) When calculating compliance with any LCT Provision, Parent may, at its option (Parent’s election to exercise such option, which may be made at any time, an “LCT Election”), elect that the availability under any basket date of determination for such LCT Provision shall be deemed to be the date the definitive agreement or ratio under this Indentureagreements for such Limited Condition Transaction are entered into (or, including, without limitationif applicable, the Consolidated Secured Indebtedness Leverage Ratio date any agreement to repay, repurchase or refinance Indebtedness, Disqualified Stock or Preferred Stock is entered into, the date of any irrevocable notice, which may be conditional, of any repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock that is given to the holders thereof, or the date of declaration of a Restricted Payment) (the “LCT Test Date”), and the Total Indebtedness if, after giving effect to Consolidated Cash Flow Ratio, in each case in connection with the Limited Condition Transaction and any actions or transactions related theretothereto (including, without limitation, acquisitions, Investments, the date of determination of such basket or ratio and of any default or event of default blocker shall, at the option of Cedar Fair, be the date the Merger Agreement was entered into and such baskets or ratios shall be calculated on a pro forma basis after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock and the use of proceeds thereoftherefrom, the incurrence of Liens and Restricted Payments) as if they occurred at on a Pro Forma Basis, Parent or any of its Restricted Subsidiaries would have been permitted to take such actions or consummate such transactions on the beginning of the four-quarter reference period, and, for the avoidance of doubt, (x) if any relevant LCT Test Date in compliance with such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated Cash Flow of Cedar Fair or Six Flags) at or prior to the consummation of the Limited Condition TransactionLCT Provision, such ratios will not LCT Provision shall be deemed to have been exceeded as a result complied with (or satisfied) for all purposes under this Indenture (in the case of Indebtedness, for example, whether such fluctuations solely for purposes of determining whether Indebtedness is committed, issued or otherwise incurred at the Limited Condition Transaction is permitted hereunder and (y) LCT Test Date or at any time thereafter); provided, that compliance with such ratios LCT Provision shall not be determined or tested at any time after the time of consummation of the applicable LCT Test Date for such Limited Condition Transaction or any actions or transactions related transactions; provided furtherthereto (including, that if Cedar Fair elects to have such determinations occur at without limitation, acquisitions, Investments, the time of entry into the Merger Agreement, any such transaction shall be deemed to have occurred on the date the Merger Agreement was entered and outstanding thereafter for purposes of subsequently calculating any ratios under this Indenture after the date of the Merger Agreement and before the consummation of the Limited Condition Transaction and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Consolidated Total Assets or Consolidated Net Income for purposes of other incurrences incurrence of Indebtedness or and issuance of Disqualified Stock and Preferred Stock and the use of proceeds therefrom, the incurrence of Liens or making of and Restricted Payments (not related to the Limited Condition Transaction) shall not reflect the Limited Condition Transaction until it is closedPayments).

Measuring Compliance. (a) When calculating the availability under any basket or ratio under this Indenture, including, without limitation, the Consolidated Secured Indebtedness First Lien Leverage Ratio and the Total Indebtedness to Consolidated Cash Flow Ratio, in each case in connection with the Limited Condition Transaction and any actions or transactions related thereto, the date of determination of such basket or ratio and of any default or event of default blocker shall, at the option of Cedar Fair, be the date the Merger Agreement was entered into and such baskets or ratios shall be calculated on a pro forma basis after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four-quarter reference period, and, for the avoidance of doubt, (x) if any such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated Cash Flow of Cedar Fair or Six Flags) at or prior to the consummation of the Limited Condition Transaction, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios shall not be tested at the time of consummation of the Limited Condition Transaction or related transactions; provided further, that if Cedar Fair elects to have such determinations occur at the time of entry into the Merger Agreement, any such transaction shall be deemed to have occurred on the date the Merger Agreement was entered and outstanding thereafter for purposes of subsequently calculating any ratios under this Indenture after the date of the Merger Agreement and before the consummation of the Limited Condition Transaction and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Consolidated Total Assets or Consolidated Net Income for purposes of other incurrences of Indebtedness or Liens or making of Restricted Payments (not related to the Limited Condition Transaction) shall not reflect the Limited Condition Transaction until it is closed.

Measuring Compliance. If (a) When calculating the availability under any basket or ratio under this Indenture, including, without limitation, the Consolidated Secured Indebtedness Leverage Ratio and the Total Indebtedness to Consolidated Cash Flow Ratio, in each case in connection with the Limited Condition Transaction and any actions or transactions related thereto, the date of determination of such basket or ratio and of any default or event of default blocker shall, at the option of Cedar Fair, be the date the Merger Agreement was entered into and such baskets or ratios shall be calculated on a pro forma basis after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four-quarter reference period, and, for the avoidance of doubt, (x) if any such ratios baskets set forth in this Indenture are exceeded solely as a result of fluctuations in to LTM Consolidated EBITDA for the most recently completed fiscal quarter after the last time such ratio (including due to fluctuations in Consolidated Cash Flow of Cedar Fair or Six Flags) at or prior to the consummation of the Limited Condition Transactionbaskets were calculated for any purpose under this Indenture, such ratios baskets will not be deemed to have been exceeded solely as a result of such fluctuations or (b) any of the baskets is exceeded or any undertaking would be breached, or any event that would constitute a Default or an Event of Default, in each case, solely for purposes as a result of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios fluctuations in applicable currency exchange rates, shall not be tested at deemed to be exceeded, untrue, inaccurate, breached, exceeded or so constituted, as applicable, solely as a result of such fluctuations in currency exchange rates. With respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Indenture that does not require compliance with a financial ratio or test (including, without limitation, the time of consummation Consolidated Coverage Ratio or the Consolidated Total Net Corporate Leverage Ratio) (any such amounts (but excluding any amounts incurred under any revolving facility unless such Indebtedness has been permanently repaid and has not been replaced), the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision in this Indenture that requires compliance with a financial ratio or test (including a test based on the Consolidated Total Net Corporate Leverage Ratio or the Consolidated Coverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) the Fixed Amounts shall be disregarded in the calculation of the Limited Condition Transaction financial ratio or test applicable to the Incurrence-Based Amounts, and (ii) except as provided in clause (i), pro forma effect shall be given to all applicable and related transactions (including the use of proceeds of all applicable Indebtedness incurred and any repayments, repurchases and redemptions of Indebtedness) and all other adjustments as to which pro forma effect may be given under this Indenture. Notwithstanding anything to the contrary herein, in the event any item of Lien, Permitted Lien or Restricted Payment or other transaction or action (any of the foregoing in a single transaction or a series of substantially concurrent related transactions) meets the criteria of one or more than one categories (or subcategories within any category) of exceptions, thresholds or baskets under this Indenture (including within any defined terms), including any financial ratio-based exceptions, thresholds or baskets (including the Consolidated Coverage Ratio or the Consolidated Total Net Corporate Leverage Ratio), the Company shall, in its sole discretion, be entitled to divide and classify and later re-divide and reclassify on or more occasions (based on circumstances existing on the date of any such re-division and reclassification) any such item of Lien, Permitted Lien, Restricted Payment or other transaction or action, in whole or in part, among one or more than one categories (or subcategories within any category) of exceptions, thresholds or baskets under this Indenture; provided furtherthat, that if Cedar Fair elects notwithstanding anything herein to have such determinations occur at the time contrary, Investments in Unrestricted Subsidiaries shall only be permitted to be made pursuant to clause (aa) of entry into the Merger Agreement, definition of “Permitted Investments,” and the Company will not be permitted to divide and classify or later re-divide and reclassify any such Investment, in whole or in part, among one or more than one categories (or subcategories within any category) of exceptions, thresholds or baskets under this Indenture. If any item of Indebtedness or Preferred Stock, Lien, Permitted Lien, Restricted Payments or other transaction or action (or any portion of the foregoing) previously divided and classified (or re-divided and reclassified) as set forth above under any category (or subcategories within any category) of non-financial ratio based exceptions, thresholds or baskets could subsequently be re-divided and reclassified under a category (or subcategories within any category) of financial ratio based exceptions, thresholds or baskets (including the Consolidated Coverage Ratio or the Consolidated Total Net Corporate Leverage Ratio), such re-division and reclassification shall be deemed to have occurred on occur automatically and such item of Lien, Permitted Lien, Restricted Payment or other transaction or action (or any portion of the date the Merger Agreement was entered and foregoing) shall cease to be deemed made or outstanding thereafter for purposes of any category (or subcategories within any category) of exceptions, thresholds and baskets that are not financial ratio-based. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness (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 Consolidated Coverage Ratio or the Consolidated Total Net Corporate Leverage Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility (1) prior to or in connection therewith or (2) used to finance working capital needs of the Company and its Restricted Subsidiaries. If any item of Indebtedness, Lien, Permitted Lien, Restricted Payment or other transaction or action (any of the foregoing in a single transaction or a series of substantially concurrent related transactions) is incurred, issued, taken or consummated in reliance on categories (or subcategories within any category) of exceptions, thresholds or baskets measured by reference to a percentage of LTM Consolidated EBITDA on the relevant testing date pursuant to this Indenture, and such Indebtedness, Lien, Permitted Lien, Restricted Payment or other transaction or action (including in connection with refinancing thereof) would subsequently calculating any ratios under this Indenture after exceed the applicable percentage of LTM Consolidated EBITDA if calculated based on the LTM Consolidated EBITDA on a later date (including the date of any refinancing), such percentage of LTM Consolidated EBITDA will not be deemed to be exceeded (and in the Merger Agreement and before the consummation case of the Limited Condition Transaction and refinancing any Indebtedness, to the extent baskets were utilized in satisfying any covenants, the principal amount or the liquidation preference of such baskets shall be deemed utilized, but any calculation of Consolidated Total Assets newly incurred or Consolidated Net Income for purposes of other incurrences of issued Indebtedness or Liens Preferred Stock does not exceed the maximum principal amount, liquidation preference or making amount of Restricted Payments (not related to permitted Refinancing Indebtedness in respect of the Limited Condition Transaction) shall not reflect the Limited Condition Transaction until it is closedIndebtedness, Disqualified Stock or Preferred Stock being refinanced, extended, replaced, refunded, renewed or defeased).