Common use of Other Definitional and Interpretive Provisions Clause in Contracts

Other Definitional and Interpretive Provisions. All terms defined in this Agreement shall be equally applicable to both the singular and plural forms of the defined terms. Unless the context otherwise requires, any reference to any law, rule or regulation (including, without limitation, all references to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assigns. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). 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 limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Other Definitional and Interpretive Provisions. All Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (a) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to Holdings and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided ” (c) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the contrary hereinClosing Date, all accounting terms used herein the components of such financial ratio or financial calculation shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred determined on a pro forma basis to in Section 7.7 shall be made without giving give effect to any election under Statement the Transactions as if they had occurred at the beginning of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any such four-quarter period; and each Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on is a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without Restricted Subsidiary upon giving effect to the implementation Transactions shall be deemed to be a Restricted Subsidiary for purposes of FASB ASU Nothe components of such financial ratio or financial calculation as of the beginning of such four-quarter period. (d) Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (e) Any references in this Agreement to “cash and/or Cash Equivalents,” “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (f) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (g) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of Holdings, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. 2016-02For the avoidance of doubt, Leases if Holdings has exercised its option under the first sentence of this clause (Topic 842g). Any reference herein , and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. (h) In connection with any action being taken in connection with a mergerLimited Condition Acquisition, transferfor purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Coverage Ratio, consolidationthe Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio; or (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Foreign Consolidated Total Assets); in each case, amalgamationat the option of Holdings (Holdings’ election to exercise such option in connection with any Limited Condition Acquisition, consolidationan “LCA Election”), assignment, sale, disposition or transfer, or similar termthe date of determination of whether any such action is permitted hereunder, shall be deemed to apply be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof and acquisition of Consolidated EBITDA) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for which consolidated financial statements of Holdings are available, Holdings could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if Holdings has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a division result of fluctuations in any such ratio or by basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets or Foreign Consolidated Total Assets of Holdings or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a limited liability companyresult of such fluctuations. If Holdings has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or an allocation the making of Restricted Payments or Permitted Investments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets to a series of a limited liability company (Holdings or the unwinding designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any Incurrence of or with a separate Person. Any division Indebtedness and the use of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)proceeds thereof) have been consummated.

Other Definitional and Interpretive Provisions. All Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (a) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Parent Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842)”. Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. Any reference herein to financial statements of the Parent Borrower shall be construed to include financial statements of the Parent Borrower or any Parent Entity whose financial statements satisfy the Parent Borrower’s reporting obligations under Subsection 7.1. (c) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the Closing Date, the components of such financial ratio or financial calculation shall be determined on a mergerpro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period; and each Person that is a Restricted Subsidiary upon giving effect to the Transactions shall be deemed to be a Restricted Subsidiary for purposes of the components of such financial ratio or financial calculation as of the beginning of such four-quarter period. (d) [Reserved]. (e) Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, transfercarrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (f) Any references in this Agreement to “cash and/or Cash Equivalents”, consolidation“cash, amalgamationCash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (g) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (h) In connection with any action being taken in connection with a Limited Condition Transaction, consolidationfor purposes of determining compliance with any provision of this Agreement which requires that no Default, assignmentEvent of Default or specified Default or Event of Default, saleas applicable, disposition has occurred, is continuing or transferwould result from any such action, as applicable, such condition shall, at the option of the Borrower Representative, be deemed satisfied, so long as no Default, Event of Default or similar termspecified Default or Event of Default, as applicable, exists on the date (x) a definitive agreement, notice or announcement, as applicable, for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the avoidance of doubt, if the Borrower Representative has exercised its option under the first sentence of this clause (h), and any Default, Event of Default or specified Default or Event of Default, as applicable, occurs following the date (x) a definitive agreement, notice or announcement, as applicable, for the applicable Limited Condition Transaction was entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Default or Event of Default, as applicable, shall be deemed to apply to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. (i) In connection with any action being taken in connection with a division Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of or by a limited liability companythis Agreement which requires the calculation of the Consolidated Coverage Ratio, or an allocation of assets to a series of a limited liability company (the Consolidated First Lien Leverage Ratio or the unwinding Consolidated Total Leverage Ratio or other financial measure; (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets); or (iii) any other determination as to whether any such a division Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or allocationagreements contained in this Agreement; in each case, at the option of the Borrower Representative (the Borrower Representative’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), as if it were the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date (x) a mergerdefinitive agreement, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition notice or transfer, or similar termannouncement, as applicable, tofor such Limited Condition Transaction is entered into, of (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or with any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a separate Person. Any division “Rule 2.7 announcement” of a limited liability company firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, as applicable (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters of the Parent Borrower ending prior to the LCT Test Date for which consolidated financial statements of the Parent Borrower are available, such Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall constitute be deemed to have been complied with. For the avoidance of doubt, if the Borrower Representative has made an LCT Election and any of the ratios, baskets or amounts, for which compliance was determined or tested as of the LCT Test Date are exceeded as a separate result of fluctuations in any such ratio, basket or amount, including due to fluctuations in exchange rates or in Consolidated EBITDA or Consolidated Total Assets of the Parent Borrower or the Person hereunder (and each division subject to such Limited Condition Transaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such ratios, baskets or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Representative has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any limited liability company that ratio, basket or amount with respect to the Incurrence or Discharge of Indebtedness or Liens, or the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Parent Borrower or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction (if an acquisition or investment) is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, basket or amount shall be calculated on a Subsidiarypro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) have been consummated. (j) For all purposes under the Loan Documents, joint venture in connection with any division or plan of division under Delaware law (or any other like term comparable event under a different jurisdiction’s laws) (collectively, a “Division”): if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall also constitute be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such a new Person or entity)shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Capital Stock at such time.

Other Definitional and Interpretive Provisions. (a) All terms defined in this Agreement Agreement, the Exhibits and Schedules hereto shall be equally applicable to both have the singular and plural forms of the same defined terms. Unless meanings when used in any other Loan Documents, unless the context otherwise requires, any reference to any law, rule or regulation shall require otherwise. (including, without limitation, all references to any Ruleb) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assigns. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as otherwise expressly provided to the contrary herein, all accounting terms used not specifically defined or specified herein shall be interpreted have the meanings generally attributed to such terms under GAAP, including applicable statements and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of interpretations issued by the Financial Accounting Standards 159 Board and bulletins, opinions, interpretations and statements issued by the American Institute of Certified Public Accountants or its committees. (c) All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and the plural shall include the singular. (d) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any other Financial Accounting Standard having a similar result particular provisions of this Agreement. (e) The preamble hereto is part of this Agreement. Titles of Sections in this Agreement are for convenience only, do not constitute part of this Agreement and neither limit nor amplify the provisions of this Agreement, and all references in this Agreement to Sections, Subsections, paragraphs, clauses, subclasses, Schedules or effect) Exhibits shall refer to value any Indebtedness the corresponding Section, Subsection, paragraph clause, subclause, Schedule or Exhibit attached to this Agreement, unless specific reference is made to the articles, sections or other liabilities subdivisions or divisions of the Company at “fair value” such Schedule or Exhibit to or in another document or instrument. (f) Each definition of a document in this Agreement shall include such document as defined therein. Notwithstanding anything amended, modified, supplemented, restated, renewed or extended from time to time. (g) Except where specifically restricted, reference to a party in a Loan Document includes that party and its successors and assigns permitted hereunder or under such Loan Document. (h) Unless otherwise specifically stated, whenever a time is referred to in this Agreement or in any other Loan Document Document, such time shall be the local time in Providence, Rhode Island and New York, New York. (i) Any list in this Agreement of one or more items preceded by the words “include or “including” shall not be deemed limited to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, stated items but shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)without limitation.

Other Definitional and Interpretive Provisions. All (a) Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (b) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. With respect to any Default or Event of Default, the words “exists,” “is continuing” or similar expressions with respect thereto shall mean that such Default or Event of Default has occurred and has not yet been cured or waived. If any Default or Event of Default has occurred hereunder (any such Default or Event of Default, an “Initial Default”) and is subsequently cured (a “Cured Default”), any other Default or, Event of Default thator failure of a condition precedent that resulted or may have resulted from (i) the making or deemed making of any representation or warranty by any Loan Party or (ii) the taking of any actionact or omission by any Loan Party or any Subsidiary of any Loan Party that was prohibited hereunder solely as provided a result of the continuation of such Cured Default (and was not otherwise prohibited by this Agreement), in each case which subsequent Default or, Event of Default or failure would not have arisen had the Cured Default not been continuing at the time of such representation, warranty or, action or omission, shall be deemed to automatically be cured or satisfied, as applicable, upon, and simultaneously with, the cure of the Cured Default, so long as at the time of such representation, warranty or, action or omission, no Responsible Officer of the Borrower had knowledge of any such Initial Default. To the extent not already so notified, the Borrower will provide prompt written notice of any such automatic cure to the contrary hereinAdministrative Agent after a Responsible Officer of the Borrower knows of the occurrence of any such automatic cure. Any time period in this Agreement to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction to the extent such actual or alleged Default or Event of Default is the subject of litigation. (d) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the Closing Date, all accounting the components of such financial ratio or financial calculation shall be determined on a pro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period; and each Person that is a Restricted Subsidiary upon giving effect to the Transactions shall be deemed to be a Restricted Subsidiary for purposes of the components of such financial ratio or financial calculation as of the beginning of such four-quarter period. (e) For purposes of this Agreement for periods ending on or prior to the Closing Date, references to the consolidated financial statements of the Borrower (or any Parent Entity or IPO Vehicle) shall be to the combined financial statements of the Waterworks Business, with pro forma effect being given to the Transactions (with Subsidiaries of the Waterworks Business that are Subsidiaries of the Borrower after giving effect to the Transactions being deemed Subsidiaries of the Borrower), as the context may require, provided that nothing in this clause (e) shall require the delivery of combined or consolidated financial statements or other similar materials for or with respect to the Waterworks Business, except as otherwise specifically required by this Agreement. (f) Any financial ratios required to be maintained pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (g) Any references in this Agreement to “cash and/or Cash Equivalents”, “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (h) The meanings given to terms used defined herein shall be interpreted equally applicable to both the singular and all accounting determinations hereunder shall plural forms of such terms. (i) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or specified Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be made deemed satisfied, so long as no Default, Event of Default or specified Default or Event of Default, as applicable, exists on the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in accordance connection with GAAP. Notwithstanding any other provision contained herein, all computations of amounts an acquisition to which the United Kingdom City Code on Takeovers and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 Mergers (or any comparableequivalent thereof under the laws, rules or regulations in any other Financial Accounting Standard having applicable jurisdiction) applies, the date on which a similar result “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or effectthe equivalent notice under such comparableequivalent laws, rules or regulations in such other applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (i), and any Default, Event of Default or specified Default or Event of Default, as applicable, occurs following the date (x) a definitive agreement for the applicable Limited Condition Transaction was entered into, (y) in connection with an acquisition to value which the United Kingdom City Code on Takeovers and Mergers (or any Indebtedness comparableequivalent thereof under the laws, rules or regulations in any other liabilities applicable jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such comparableequivalent laws, rules or regulations in such other applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Default or Event of Default, as applicable, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. (j) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Company at “fair value” as defined therein. Notwithstanding anything Consolidated Coverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio or any other financial measure; (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Tangible Assets or Four Quarter Consolidated EBITDA); or (iii) any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or agreements contained in this Agreement; in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any comparableequivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such comparableequivalent laws, rules or regulations in such other applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, as applicable (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive Fiscal Quarters of the Borrower ending prior to the LCT Test Date for which consolidated financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) are available, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with; provided, that (a) if financial statements for one or more subsequent Fiscal Quarters or Fiscal Years shall have been delivered pursuant to Subsection 7.1(a) or 7.1(b), the Borrower may elect, in its sole discretion, to re-determine all such ratios, baskets or amounts on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, baskets or amounts and (b) except as contemplated in the foregoing clause (a), compliance with such ratios, baskets or amounts (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof). For purposes of determining compliance with any ratio, basket or amount on the applicable LCT Test Date, Consolidated Interest Expense for purposes of the Consolidated Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as determined by the Borrower in good faith, which determination shall be conclusive. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in exchange rates or in Consolidated EBITDA or Consolidated Tangible Assets of the Borrower or the Person subject to such Limited Condition Transaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such ratios, baskets or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket or amount with respect to the Incurrence or Discharge of Indebtedness or Liens, or the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which (1) such Limited Condition Transaction is consummated or, (2) the definitive agreement for, or firm offer in respect of, such Limited Condition Transaction (if an acquisition or investment) is terminated or expires without consummation of such Limited Condition Transaction or (3) such notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is revoked or expires without consummation, any such ratio, basket or amount shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) have been consummated. (k) Any reference herein or in any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such datei) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). 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 limited liability companycompany or a limited partnership, as applicable, or an allocation of assets to a series of a limited liability company (or the unwinding of such collectively, a division or allocation“Division”), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition sale or transfer, or similar term, as applicable, toto a separate Person, and (ii) a merger, consolidation, amalgamation or consolidation, or similar term, shall be deemed to apply to the division of or by a limited liability company, or an allocation of assets to a series of a limited liability company, or the unwinding of such a division or allocation, as if it were a merger, consolidation, amalgamation or consolidation or similar term, as applicable, with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Other Definitional and Interpretive Provisions. (a) The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be equally applicable to both the singular and plural forms of the defined terms. Unless the context otherwise requires, any reference to any law, rule or regulation (including, without limitation, all references to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed deemed to include such Person’s successors the plural, and assignsany plural term the singular. The Whenever the words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation.,” Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were they are in effect on such datefact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) shall continue in a visible form. References to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, statute shall be deemed to apply refer to a division such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or contract are, unless expressly stated otherwise, to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to one gender include all genders. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. (b) The terms Board, Change of or by a limited liability companyControl Transaction, or an allocation of assets Common Shares, Company, Company Securities, Subsidiary Securities and Voting Securities shall be deemed to a series of a limited liability company include applicable references to any Successor Company and such terms (or the unwinding of such a division or allocation), including as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company used in other defined terms) shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)be construed accordingly.

Other Definitional and Interpretive Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Sections, Clauses, Exhibits, Paragraphs, Schedules and Annexes are to Sections, Clauses, Exhibits, Paragraphs, Schedules and Annexes of this Agreement unless otherwise specified. All Schedules, Annexes and Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be equally applicable to both the singular and plural forms of the defined terms. Unless the context otherwise requires, any reference to any law, rule or regulation (including, without limitation, all references to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed deemed to include such Person’s successors the plural, and assignsany plural term the singular. The Whenever the words “include,” ”, “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation.” Except as provided to the contrary herein”, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were they are in effect on such datefact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) shall continue in a visible form. References to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, statute shall be deemed to apply refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule. References to any Person include the successors and permitted assigns of that Person. References to any time of day or date is to that time or date in the United Kingdom. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a division of particular statute or by a limited liability company, or an allocation of assets law shall be deemed also to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (include any and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)all Applicable Law.

Other Definitional and Interpretive Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Sections and Schedules are to Sections and Schedules of this Agreement unless otherwise specified. All Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be equally applicable to both the singular and plural forms of the defined terms. Unless the context otherwise requires, any reference to any law, rule or regulation (including, without limitation, all references to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed deemed to include such Person’s successors the plural, and assignsany plural term the singular. The Whenever the words “include,” “includes” and or “including” shall are used in this Agreement, they will be deemed to be followed by the phrase words “without limitation.”, whether or not they are in fact followed by those words or words of like import. “Writing,” Except as provided “written” and terms comparable thereto refer to the contrary hereinprinting, all accounting terms used herein typing and other means of reproducing words (including electronic media) in a visible form. References to any statute, rule or regulation shall be interpreted deemed to refer to such statute, rule or regulation as amended or supplemented from time to time, including through the promulgation of applicable rules or regulations. References to any agreement or contract are to that agreement or contract as amended, modified, or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including such date or through and including such date, respectively. References to one gender include all accounting determinations genders. All amounts due hereunder shall be made via wire transfer in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts instructions to be supplied during the Term and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything payable in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations funds denominated in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). 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 limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)U.S. dollars.

Other Definitional and Interpretive Provisions. All terms defined in this Agreement shall be equally applicable to both the singular and plural forms of the defined terms. Unless the context otherwise requires, any reference to any law, rule or regulation (including, without limitation, all references to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assigns. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). 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 limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Other Definitional and Interpretive Provisions. All (a) Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless meanings when used in the context otherwise requiresother Credit Documents or any certificate or other document made or delivered pursuant hereto or thereto. (b) As used herein and in the other Credit Documents, and any reference certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any lawLoan Party not defined in Section 1.1 and accounting terms partly defined in Section 1.1, rule or regulation (including, without limitation, all references to any Rule) or agreement shall be construed as a reference to the same as it may from time extent not defined, shall have the respective meanings given to time be amendedthem under GAAP, modified, supplemented or replaced. Unless (ii) the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assigns. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings) and (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights.” (c) Except as otherwise expressly provided to the contrary herein, all terms of an accounting terms used herein or financial nature shall be interpreted and all accounting determinations hereunder shall be made construed in accordance with GAAP, as in effect from time to time. Notwithstanding any other provision anything to the contrary contained herein, all computations of amounts and ratios referred to in Section 7.7 financial statements delivered hereunder shall be made prepared, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) Person to value its financial liabilities at the fair value thereof. (d) The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any Indebtedness or other liabilities particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. (e) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (f) The word “or” as among several clauses is not exclusive unless the context otherwise requires. (g) With respect to any undertaking by the Borrower to comply with any of the Company at “fair value” as defined therein. Notwithstanding anything covenants set forth in this Agreement or any other Loan Document Credit Documents solely in relation to the contraryProject (including the ownership and operation thereof) prior to the Second Funding Date, all obligations such obligation shall be deemed to be an obligation by the Borrower to use Project Commercially Reasonably Efforts to comply. (h) Any Default or Event of Default that occurs and is continuing solely as a result of a failure of any Person Loan Party to provide to any Agent or a Lender Party a notice, a report, a budget, a certificate, financial statements or a similar written deliverable (collectively a “Reporting Deliverable”) prior to the date set forth in the Credit Documents with respect thereto or the expiration of the time period specified for the delivery of such Reporting Deliverable shall be deemed to be cured upon delivery of such Reporting Deliverable to such Agent or such Lender Party, as applicable, notwithstanding that are the time period for delivery of such Reporting Deliverable shall have expired or would be characterized as operating lease obligations passed. (i) For purposes of determining compliance with any Section of Article VII at any time, in accordance with GAAP on the Amendment No. 1 Effective Date event that any Lien, Investment, Indebtedness (whether at the time of incurrence or not upon application of all or a portion of the proceeds thereof), Asset Disposition, Restricted Payment, Affiliate transaction, Contractual Obligation or prepayment of Indebtedness meets the criteria of one or more than one of the categories of transactions permitted pursuant to any clause of such operating lease obligations were in effect on Sections, such date) shall continue to be transaction (or portion thereof) at any time shall bebe permitted under one or more of such clauses as determined by the Borrower in its sole discretion at such time. (j) Any reference to a Person in any capacity includes a reference to its successors and permitted assigns in such capacity and, in the case of any such obligations not in effect on Governmental Authority, any Person succeeding to any of its functions and capacities. (k) Any financial ratios required to be maintained by the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under Borrower pursuant to this Agreement and shall be calculated by dividing the appropriate component by the other Loan Documentscomponent, regardless carrying the result to one place more than the number of any change in GAAP following places by which such ratio is expressed herein and rounding the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated result up or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect down to the implementation of FASB ASU No. 2016nearest number (with a rounding-02up if there is no nearest number). (l) Unless otherwise expressly provided herein, Leases (Topic 842i) references to organization documents, agreements (including the Credit Documents). Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, any Contractual Obligation and other contractual instruments shall be deemed to apply include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to a division the extent that such amendments, restatements, extensions, supplements and other modifications are permitted (or, if not addressed, not prohibited) by any Credit Document and (ii) references to any Applicable Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Applicable Law. (m) Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight savings or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar termstandard, as applicable). (n) For all purposes under the Credit Documents, toin connection with any division or plan of division by any Loan Party under Section 18-217 of Title 6 of the Delaware Code: (a) if any asset, right, obligation or liability of any Loan Party or with a separate Person. Any division any Subsidiary of any Loan Party becomes the asset, right, obligation or liability of a limited liability company different Person, then it shall constitute be deemed to have been transferred from the original Loan Party or Subsidiary of a separate Loan Party (as the case may be) to the subsequent Person hereunder and (and each division b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute its existence by the holders of its Capital Stock at such a Person or entity)time.

Other Definitional and Interpretive Provisions. All (a) Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (b) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). Any reference herein to a mergerany Person shall be construed to include such Person’s successors and assigns permitted hereunder. With respect to any Default or Event of Default, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, the words “exists,” “is continuing” or similar termexpressions with respect thereto shall mean that such Default or Event of Default has occurred and has not yet been cured or waived. If any Default or Event of Default has occurred hereunder (any such Default or Event of Default, an “Initial Default”) and is subsequently cured (a “Cured Default”), any other Default or Event of Default that resulted from (i) the making or deemed making of any representation or warranty by any Loan Party or (ii) the taking of any action by any Loan Party or any Subsidiary of any Loan Party that was prohibited hereunder solely as a result of the continuation of such Cured Default (and was not otherwise prohibited by this Agreement), in each case which subsequent Default or Event of Default would not have arisen had the Cured Default not been continuing at the time of such representation, warranty or action, shall be deemed to apply automatically be cured upon, and simultaneously with, the cure of the Cured Default, so long as at the time of such representation, warranty or action, no Responsible Officer of the Borrower had knowledge of any such Initial Default. To the extent not already so notified, the Borrower will provide prompt written notice of any such automatic cure to the Administrative Agent after a division Responsible Officer of the Borrower knows of the occurrence of any such automatic cure. (d) For purposes of determining any financial ratio or by a limited liability company, or an allocation of assets to a series of a limited liability company making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the unwinding Closing Date, the components of such financial ratio or financial calculation shall be determined on a division pro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period; and each Person that is a Restricted Subsidiary upon giving effect to the Transactions shall be deemed to be a Restricted Subsidiary for purposes of the components of such financial ratio or allocationfinancial calculation as of the beginning of such four-quarter period. (e) For purposes of this Agreement for periods ending on or prior to the Closing Date, references to the consolidated financial statements of the Borrower (or any Parent Entity or IPO Vehicle) shall be to the combined financial statements of the Waterworks Business, with pro forma effect being given to the Transactions (with Subsidiaries of the Waterworks Business that are Subsidiaries of the Borrower after giving effect to the Transactions being deemed Subsidiaries of the Borrower), as the context may require, provided that nothing in this clause (e) shall require the delivery of combined or consolidated financial statements or other similar materials for or with respect to the Waterworks Business, except as otherwise specifically required by this Agreement. (f) Any financial ratios required to be maintained pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if it were there is no nearest number). (g) Any references in this Agreement to “cash and/or Cash Equivalents”, “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (h) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (i) In connection with any action being taken in connection with a mergerLimited Condition Transaction, transferfor purposes of determining compliance with any provision of this Agreement which requires that no Default, consolidation, amalgamation, consolidation, assignment, sale, disposition Event of Default or transfer, specified Default or similar termEvent of Default, as applicable, tohas occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Default or Event of Default, as applicable, exists on the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any comparable laws, rules or regulations in any other jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction (or the equivalent notice under such comparable laws, rules or regulations in such other jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (i), and any Default, Event of Default or specified Default or Event of Default, as applicable, occurs following the date (x) a definitive agreement for the applicable Limited Condition Transaction was entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any comparable laws, rules or regulations in any other jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction (or the equivalent notice under such comparable laws, rules or regulations in such other jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Default or Event of Default, as applicable, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. (j) In connection with any action being taken in connection with a separate Person. Any division Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of a limited liability company shall constitute a separate Person hereunder (and each division this Agreement which requires the calculation of any limited liability company that is a Subsidiarythe Consolidated Coverage Ratio, joint venture the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio or any other like term financial measure; (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Tangible Assets or Four Quarter Consolidated EBITDA); or (iii) any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or agreements contained in this Agreement; in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall also constitute be deemed to be the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any comparable laws, rules or regulations in any other jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction (or the equivalent notice under such comparable laws, rules or regulations in such other jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, as applicable (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive Fiscal Quarters of the Borrower ending prior to the LCT Test Date for which consolidated financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) are available, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in exchange rates or in Consolidated EBITDA or Consolidated Tangible Assets of the Borrower or the Person subject to such Limited Condition Transaction or entity)any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such ratios, baskets or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket or amount with respect to the Incurrence or Discharge of Indebtedness or Liens, or the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction (if an acquisition or investment) is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, basket or amount shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) have been consummated.

Other Definitional and Interpretive Provisions. All (a) Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless meanings when used in the context otherwise requiresother Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto. (b) As used herein and in the other Loan Documents, and in any reference certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any lawGroup Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, rule or regulation (including, without limitation, all references to any Rule) or agreement shall be construed as a reference to the same as it may from time extent not defined, shall have the respective meanings given to time be amendedthem under GAAP, modified, supplemented or replaced. Unless (ii) the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assigns. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.,” Except as provided to (iii) the contrary herein, all accounting terms used herein word “incur” shall be interpreted construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all accounting determinations hereunder shall tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) references to a given time of day shall, unless otherwise specified, be made in accordance with GAAP. Notwithstanding any other provision contained hereindeemed to refer to Pacific time, all computations of amounts and ratios referred (vi) references to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 agreements (or any other Financial Accounting Standard having a similar result or effectincluding this Agreement) to value any Indebtedness or other liabilities of the Company at “fair value” Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as defined therein. Notwithstanding anything in this Agreement amended, supplemented, restated, amended and restated or any other Loan Document otherwise modified from time to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date time and (whether or not such operating lease obligations were in effect on such datevii) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). Any reference herein references to a mergerfiscal year, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar termunless otherwise specified, shall be deemed to apply refer to the fiscal year of Pagaya Parent. (c) The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a division whole and not to any particular provision of this Agreement, unless otherwise specified. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (ii) unless otherwise specified, all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, and (iii) any reference to any law or by a limited liability companyregulation herein shall, unless otherwise specified, refer to such law or an allocation of assets regulation as amended, modified or supplemented from time to a series of a limited liability company time. (or d) The meanings given to terms defined herein shall be equally applicable to both the unwinding singular and plural forms of such a division or allocation)terms. Whenever the context may require, as if it were a mergerany pronoun shall include the corresponding masculine, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (feminine and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)neuter forms.

Other Definitional and Interpretive Provisions. All (a) Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless meanings when used in the context otherwise requiresother Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto. (b) As used herein and in the other Loan Documents, and in any reference certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any lawGroup Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, rule or regulation (including, without limitation, all references to any Rule) or agreement shall be construed as a reference to the same as it may from time extent not defined, shall have the respective meanings given to time be amendedthem under GAAP, modified, supplemented or replaced. Unless (ii) the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assigns. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) references to a given time of day shall, unless otherwise specified, be deemed to refer to Pacific time, (vi) references to agreements (including this Agreement) or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated, amended and restated or otherwise modified from time to time and (vii) references to a fiscal year, unless otherwise specified, shall be deemed to refer to the fiscal year of Pagaya Parent. (c) The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specified. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Except as provided Unless the context requires otherwise, (i) any reference herein to the contrary hereinany Person shall be construed to include such Person’s successors and assigns, (ii) unless otherwise specified, all accounting references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, and (iii) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. (d) The meanings given to terms used defined herein shall be interpreted equally applicable to both the singular and all accounting determinations hereunder plural forms of such terms. Whenever the context may require, any pronoun shall be made include the corresponding masculine, feminine and neuter forms. (e) Any reference in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). 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 Division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division Division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition sale or transfer, or similar term, as applicable, to, of or with a separate Person. Any division Division of a limited liability company shall constitute a separate Person hereunder under the Loan Documents (and each division Division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)) on the first date of its existence. In connection with any Division, if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then such asset shall be deemed to have been transferred from the original Person to the subsequent Person. (f) For purposes of determining compliance at any time with Sections 7.2, 7.3, 7.5,

Other Definitional and Interpretive Provisions. All Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (a) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided ” (c) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the contrary hereinClosing Date, all accounting terms used herein the components of such financial ratio or financial calculation shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred determined on a pro forma basis to in Section 7.7 shall be made without giving give effect to any election under Statement the Merger as if it had occurred at the beginning of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any such four-quarter period; and each Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on is a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without Restricted Subsidiary upon giving effect to the implementation Merger shall be deemed to be a Restricted Subsidiary for purposes of FASB ASU Nothe components of such financial ratio or financial calculation as of the beginning of such four-quarter period. (d) For purposes of this Agreement for periods ending on or prior to the Closing Date, references to the consolidated financial statements of the Borrower shall be to the consolidated financial statements of PharMEDium, as the context may require; provided that nothing in this clause (d) shall require the delivery of consolidated financial statements or other similar materials for or with respect to PharMEDium and its Subsidiaries, except as otherwise specifically required by this Agreement. (e) Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (f) Any references in this Agreement to “cash and/or Cash Equivalents”, “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (g) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (h) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. 2016-02For the avoidance of doubt, Leases if the Borrower has exercised its option under the first sentence of this clause (Topic 842h). Any reference herein , and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. (i) In connection with any action being taken in connection with a mergerLimited Condition Acquisition, transferfor purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Coverage Ratio, consolidationthe Consolidated First Lien Leverage Ratio or the Consolidated Total Leverage Ratio; or (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets); in each case, amalgamationat the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, consolidationan “LCA Election”), assignment, sale, disposition or transfer, or similar termthe date of determination of whether any such action is permitted hereunder, shall be deemed to apply be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition 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 had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a division result of fluctuations in any such ratio or by basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a limited liability companyresult of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or an allocation the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets to a series of a limited liability company (the Borrower or the unwinding designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any Incurrence of or with a separate Person. Any division Indebtedness and the use of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)proceeds thereof) have been consummated.

Other Definitional and Interpretive Provisions. All Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (a) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Parent Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.” Except as provided (c) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the contrary hereinClosing Date, all accounting terms used herein the components of such financial ratio or financial calculation shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred determined on a pro forma basis to in Section 7.7 shall be made without giving give effect to any election under Statement the JDL Acquisition as if it had occurred at the beginning of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any such four-quarter period; and each Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on is a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without Restricted Subsidiary upon giving effect to the implementation Transactions shall be deemed to be a Restricted Subsidiary for purposes of FASB ASU Nothe components of such financial ratio or financial calculation as of the beginning of such four-quarter period. (d) For purposes of this Agreement and any other Loan Document, (i) for periods ending on or prior to the Closing Date, references to the consolidated financial statements of the OpCo Borrower shall be to the Special Purpose Financial Statements and the financial statements of the OpCo Borrower as of and for the period ending October 31, 2013 (the “OpCo October 2013 Financial Statements”), as the context requires, and (ii) in connection with (x) the Special Purpose Financial Statements, the OpCo October 2013 Financial Statements and the financial statements of the OpCo Borrower as of and for the period ending December 31, 2013 (together with the OpCo October 2013 Financial Statements, the “OpCo October/December 2013 Financial Statements”), (y) other financial statements to the extent they include comparisons to the Special Purpose Financial Statements or the OpCo October/December 2013 Financial Statements or (z) determining any financial ratio or making any financial calculation that includes a period ending on or prior to December 31, 2013, references to GAAP shall in each case be deemed to be to GAAP except as set forth in the Basis of Presentation Agreement; provided that nothing in this clause (d) shall require the delivery of combined or consolidated financial statements or other similar materials for or with respect to any Borrower, except as otherwise specifically required by this Agreement. (e) Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (f) Any references in this Agreement to “cash and/or Cash Equivalents”, “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (g) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (h) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower Representative, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. 2016-02For the avoidance of doubt, Leases if the Borrower Representative has exercised its option under the first sentence of this clause (Topic 842h). Any reference herein , and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. (i) In connection with any action being taken in connection with a mergerLimited Condition Acquisition, transferfor purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Coverage Ratio, consolidationthe Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio; or (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets); in each case, amalgamationat the option of the Borrower Representative (the Borrower Representative’s election to exercise such option in connection with any Limited Condition Acquisition, consolidationan “LCA Election”), assignment, sale, disposition or transfer, or similar termthe date of determination of whether any such action is permitted hereunder, shall be deemed to apply be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition 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 had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for which consolidated financial statements of the OpCo Borrower are available, such Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower Representative has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a division result of fluctuations in any such ratio or by basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the OpCo Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a limited liability companyresult of such fluctuations. If the Borrower Representative has made an LCA Election for any Limited Condition Acquisition, in connection with the calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or an allocation the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets to a series of a limited liability company (the Parent Borrower or the unwinding designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, any such ratio or basket shall be calculated on a division or allocation)pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated. (j) For purposes of this Agreement and any other Loan Document, as if it were a mergerreferences to Consolidated Interest Expense, transferDesignated Preferred Stock and Indebtedness of the OpCo Borrower shall in each case be deemed to include, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division without duplication of any limited liability company that is a Subsidiarysuch amounts already so included, joint venture Consolidated Interest Expense, Designated Preferred Stock and Indebtedness of the Parent Borrower, including for purposes of determining or any other like term shall also constitute such a Person or entity)calculating Consolidated Coverage Ratio, Consolidated Secured Indebtedness, Consolidated Secured Leverage Ratio, Consolidated Total Indebtedness, Consolidated Total Leverage Ratio and Excess Cash Flow.

Other Definitional and Interpretive Provisions. All (a) Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (b) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Parent Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided ”. Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. Any reference herein to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 financial statements (or any other Financial Accounting Standard having a similar result or effectcomponent thereof) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement Parent Borrower shall be construed to include the financial statements (or the applicable component thereof) of the Parent Borrower or any Parent Entity or IPO Vehicle whose financial statements satisfy the Parent Borrower’s financial reporting obligations under Subsection 7.1. With respect to any Default or Event of Default, the words “exists,” “is continuing” or similar expressions with respect thereto shall mean that such Default or Event of Default has occurred and has not yet been cured or waived. If any Default or Event of Default has occurred hereunder (any such Default or Event of Default, an “Initial Default”) and is subsequently cured (a “Cured Default”), any other Loan Document to Default, Event of Default or failure of a condition precedent that resulted or may have resulted from (i) the contrary, all obligations making or deemed making of any Person that are representation or warranty by any Loan Party or (ii) any act or omission by any Loan Party or any Subsidiary of any Loan Party, in each case which subsequent Default, Event of Default or failure would not have arisen had the Cured Default not been continuing at the time of such representation, warranty, action or omission, shall be deemed to automatically be cured or satisfied, as applicable, upon, and simultaneously with, either (I) the date on which such action would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not permitted at such operating lease obligations were in effect on such date) shall continue time to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes taken under this Agreement and the other Loan DocumentsDocuments or (II) the cure of the Cured Default, regardless so long as at the time of such representation, warranty, action or omission, no Responsible Officer of the Parent Borrower had knowledge of any change such Initial Default. To the extent not already so notified, the Parent Borrower will provide prompt written notice of any such automatic cure to the Administrative Agent after a Responsible Officer of the Parent Borrower knows of the occurrence of any such automatic cure. Any time period in GAAP this Agreement to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction to the extent such actual or alleged Default or Event of Default is the subject of litigation. (d) Financial ratios and other financial calculations pursuant to this Agreement, including calculations pursuant to Subsection 8.1 shall, following any transaction described in the Amendment No. 1 Effective Date that would otherwise require such obligations to definition of “Pro Forma Basis,” be treated or recharacterized (calculated on a prospective Pro Forma Basis until the completion of four full Fiscal Quarters following such transaction (and shall also be subject to clause (e) below to the extent applicable). (e) For purposes of determining any financial ratio or retroactive making any financial calculation for any Fiscal Quarter (or portion thereof) ending prior to the Closing Date (other than the calculation of Consolidated Interest Expense, as and to the extent set forth in the definition thereof), the components of such financial ratio or financial calculation shall be determined on a pro forma basis or otherwise) to give effect to the Transactions as Capitalized Lease Obligations if they had occurred at the beginning of such four Fiscal Quarter period; and without each Person that is a Restricted Subsidiary of the Parent Borrower upon giving effect to the implementation Transactions shall be deemed to be a Restricted Subsidiary for purposes of FASB ASU Nothe components of such financial ratio or financial calculation as of the beginning of such four Fiscal Quarter period. (f) For purposes of this Agreement and any other Loan Document, for periods ending on or prior to the Closing Date, references to the consolidated financial statements of the Parent Borrower (or any Parent Entity or IPO Vehicle) shall be to the combined financial statements of the Waterworks Business, with pro forma effect being given to the Transactions (with Subsidiaries of the Waterworks Business that are Subsidiaries of the Parent Borrower after giving effect to the Transactions being deemed Subsidiaries of the Parent Borrower), as the context may require, provided that nothing in this clause (f) shall require the delivery of combined or consolidated financial statements or other similar materials for or with respect to the Waterworks Business, except as otherwise specifically required by this Agreement. (g) Any financial ratios required to be maintained pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (h) Any references in this Agreement to “cash and/or Cash Equivalents”, “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (i) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (j) The Borrowing Base shall be calculated without duplication, including without duplication of any reserves, items that are otherwise addressed or excluded through eligibility criteria or items that are factored into the calculation of collection rates or collection percentages. (k) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement, including any provision which requires that no Default, Event of Default, Specified Default or specified Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower Representative, be deemed satisfied, so long as no Default, Event of Default or Specified Default, as applicable, exists on the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Capital Stock or Preferred Stock is given. 2016For the avoidance of doubt, if the Borrower Representative has exercised its option under the first sentence of this clause (k), and any Default, Event of Default, Specified Default or specified Default or Event of Default, as applicable, occurs following the date (x) a definitive agreement for the applicable Limited Condition Transaction was entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Capital Stock or Preferred Stock is given, and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default, Specified Default or specified Default or Event of Default as applicable, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. (l) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Fixed Charge Coverage Ratio, the Consolidated Secured Leverage Ratio (as defined in the Term Loan Credit Agreement) or the Consolidated Total Leverage Ratio (as defined in the Term Loan Credit Agreement) (but not, for the avoidance of doubt, in determining compliance with the Payment Condition for any purpose hereunder) or any other financial measure; (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Tangible Assets or Four Quarter Consolidated EBITDA (as defined herein or in the Term Loan Credit Agreement)); or (iii) any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or agreements contained in this Agreement; in each case, at the option of the Borrower Representative (the Borrower Representative’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Capital Stock or Preferred Stock is given, as applicable (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive Fiscal Quarters of the Parent Borrower ending prior to the LCT Test Date for which consolidated financial statements of the Parent Borrower (or, as applicable, any Parent Entity or IPO Vehicle) are available, the Parent Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with; provided that (a) if financial statements for one or more subsequent Fiscal Quarters or Fiscal Years shall have been delivered pursuant to Subsection 7.1(a) or 7.1(b), the Parent Borrower may elect, in its sole discretion, to re-02determine all such ratios, Leases baskets or amounts on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, baskets or amounts and (Topic 842b) except as contemplated in the foregoing clause (a), compliance with such ratios, baskets or amounts (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof). For purposes of determining compliance with any ratio, basket or amount on the applicable LCT Test Date, Consolidated Interest Expense for purposes of the Consolidated Fixed Charge Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as determined by the Parent Borrower in good faith, which determination shall be conclusive. For the avoidance of doubt, if the Borrower Representative has made an LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in exchange rates or in Consolidated EBITDA or Consolidated Tangible Assets of the Parent Borrower or the Person subject to such Limited Condition Transaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such ratios, baskets or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Representative has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket or amount with respect to the Incurrence or Discharge of Indebtedness or Liens, or the making of Restricted Payments, Asset Sales, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Parent Borrower or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which (1) such Limited Condition Transaction is consummated, (2) the definitive agreement for, or firm offer in respect of, such Limited Condition Transaction (if an acquisition or investment) is terminated or expires without consummation of such Limited Condition Transaction or (3) such notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Capital Stock or Preferred Stock is revoked or expires without consummation, any such ratio, basket or amount shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) have been consummated. (m) Any reference herein or in any other Loan Document to (i) 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 limited liability companycompany or a limited partnership, or an allocation of assets to a series of a limited liability company or a limited partnership (or the unwinding of such collectively, a division or allocation“Division”), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition sale or transfer, or similar term, as applicable, to, of or with to a separate Person. Any , and (ii) a merger, consolidation, amalgamation or consolidation, or similar term, shall be deemed to apply to the division of or by a limited liability company or a limited partnership, or an allocation of assets to a series of a limited liability company shall constitute or a limited partnership, or the unwinding of such a division or allocation, as if it were a merger, consolidation, amalgamation or consolidation or similar term, as applicable, with a separate Person, and such new Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).be deemed to

Other Definitional and Interpretive Provisions. All (a) Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (b) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). Any reference herein to a mergerany Person shall be construed to include such Person’s successors and assigns permitted hereunder. With respect to any Default or Event of Default, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, the words “exists,” “is continuing” or similar termexpressions with respect thereto shall mean that such Default or Event of Default has occurred and has not yet been cured or waived. If any Default or Event of Default has occurred hereunder (any such Default or Event of Default, an “Initial Default”) and is subsequently cured (a “Cured Default”), any other Default or Event of Default that resulted from (i) the making or deemed making of any representation or warranty by any Loan Party or (ii) the taking of any action by any Loan Party or any Subsidiary of any Loan Party that was prohibited hereunder solely as a result of the continuation of such Cured Default (and was not otherwise prohibited by this Agreement), in each case which subsequent Default or Event of Default would not have arisen had the Cured Default not been continuing at the time of such representation, warranty or action, shall be deemed to apply automatically be cured upon, and simultaneously with, the cure of the Cured Default, so long as at the time of such representation, warranty or action, no Responsible Officer of the Borrower had knowledge of any such Initial Default. To the extent not already so notified, the Borrower will provide prompt written notice of any such automatic cure to the Administrative Agent after a division Responsible Officer of the Borrower knows of the occurrence of any such automatic cure. (d) For purposes of determining any financial ratio or by a limited liability company, or an allocation of assets to a series of a limited liability company making any financial calculation for any Fiscal Quarter (or portion thereof) ending prior to the unwinding Closing Date, the components of such financial ratio or financial calculation shall be determined on a division or allocation), pro forma basis to give effect to the Transactions as if it were they had occurred at the beginning of such four-quarter period; and each Person that is a mergerRestricted Subsidiary upon giving effect to the Transactions shall be deemed to be a Restricted Subsidiary for purposes of the components of such financial ratio or financial calculation as of the beginning of such four-quarter period. (e) [Reserved]. (f) Any financial ratios, transferincluding any required to be satisfied in order for a specific action to be permitted under this Agreement, consolidationshall be calculated by dividing the appropriate component by the other component, amalgamationcarrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). (g) Any references in this Agreement to “cash and/or Cash Equivalents”, consolidation“cash, assignmentCash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (h) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (i) In connection with any action being taken in connection with a Limited Condition Transaction, salefor purposes of determining compliance with any provision of this Agreement which requires that no Default, disposition Event of Default or transfer, specified Default or similar termEvent of Default, as applicable, tohas occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Default or Event of Default, as applicable, exists on the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (i), and any Default, Event of Default or specified Default or Event of Default, as applicable, occurs following the date (x) a definitive agreement for the applicable Limited Condition Transaction was entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Default or Event of Default, as applicable, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. (j) In connection with any action being taken in connection with a separate Person. Any division Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of a limited liability company shall constitute a separate Person hereunder (and each division this Agreement which requires the calculation of any limited liability company that is a Subsidiarythe Consolidated Coverage Ratio, joint venture the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio or any other like term financial measure; (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Four Quarter EBITDA); or (iii) any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or agreements contained in this Agreement; in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall also constitute be deemed to be the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any comparable laws, rules or regulations in any other jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction (or the equivalent notice under such comparable laws, rules or regulations in such other jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, as applicable (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive Fiscal Quarters of the Borrower ending prior to the LCT Test Date for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in exchange rates or in Consolidated EBITDA of the Borrower or the Person subject to such Limited Condition Transaction or entity)any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such ratios, baskets or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket or amount with respect to the Incurrence or Discharge of Indebtedness or Liens, or the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and the date on which the definitive agreement for such Limited Condition Transaction (if an acquisition or investment) is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, basket or amount shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) have been consummated.

Other Definitional and Interpretive Provisions. All Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (a) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided Any reference herein to the contrary herein, all accounting terms used herein any Person shall be interpreted construed to include such Person’s successors and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842)assigns permitted hereunder. Any reference herein to financial statements of the Borrower shall be construed to include financial statements of the Borrower or any Parent Entity whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1. (c) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the Closing Date, the components of such financial ratio or financial calculation shall be determined on a mergerpro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period. (d) [Reserved]. (e) Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, transfercarrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (f) Any references in this Agreement to “cash and/or Cash Equivalents”, consolidation“cash, amalgamationCash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (g) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (h) In connection with any action being taken in connection with a Limited Condition Transaction, consolidationfor purposes of determining compliance with any provision of this Agreement which requires that no Default, assignmentEvent of Default or specified Event of Default, saleas applicable, disposition has occurred, is continuing or transferwould result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or similar termspecified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into or irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (h), and any Default, Event of Default or specified Event of Default, as applicable, occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into or irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default, as applicable, shall be deemed to apply not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. (i) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Coverage Ratio, the Consolidated First Lien Leverage Ratio or the Consolidated Total Leverage Ratio; or (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into or irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, as applicable (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence or Discharge of Indebtedness and the use of proceeds of such Incurrence) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a division result of fluctuations in any such ratio or by basket, including due to fluctuations in exchange rates or in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, ratios or amounts will not be deemed to have been exceeded as a limited liability companyresult of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket or amount with respect to the Incurrence of Indebtedness or Liens, or an allocation the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets to a series of a limited liability company (the Borrower or the unwinding designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, basket or amount shall be calculated on a division pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, Discharge of or with a separate Person. Any division Indebtedness and the use of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)proceeds thereof) have been consummated.

Other Definitional and Interpretive Provisions. All terms defined in With reference to this Agreement shall be and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The meanings of defined terms are equally applicable to both the singular and plural forms of the defined terms. Unless the context otherwise requires, any reference to any law, rule or regulation . (including, without limitation, all references to any Ruleb) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assigns. The words “includeherein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. (c) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears. (d) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto. (e) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”, (iii) the word “incur” Except as shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), and (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Equity Interests, securities, revenues, accounts, leasehold interests and contract rights, and (v) unless otherwise expressly provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein(a) references to Organizational Documents, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness agreements or other liabilities of Contractual Obligations (including the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to a division the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Requirement of Law or Applicable Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law. (f) Any financial ratios required to be maintained by a limited liability companythe Group Members pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or an allocation of assets down to a series of a limited liability company the nearest number (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that rounding-up if there is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entityno nearest number).

Other Definitional and Interpretive Provisions. All terms defined References in this Agreement to "Articles", "Sections", "Annexes", "Exhibits", or "Schedules" shall be equally applicable to both Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. "Include", "includes" and plural forms of the defined terms. Unless the context otherwise requires, any reference to any law, rule or regulation ("including, without limitation, all references to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assigns. The words “include,” “includes” and “including” " shall be deemed to be followed by the phrase “"without limitation.” ". Except as provided to the contrary otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References "from" or "through" any date mean, unless otherwise specified, "from and including" or "through and including", respectively. Unless otherwise specified herein, the settlement of all accounting terms used herein shall be interpreted payments and all accounting determinations fundings hereunder between or among the parties hereto shall be made in accordance with GAAPlawful money of the United States and in immediately available funds. Except as otherwise expressly provided herein, references to any statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. References to any agreement, instrument or document shall include all schedules, exhibits, annexes and other attachments thereto. References to capitalized terms that are not defined herein, but are defined (a) in the UCC, shall have the meanings given them in the UCC and (b) the PPSA shall have the meanings given them in the PPSA; provided, that to the extent that such term is defined differently in the PPSA and in the UCC, the definition of such term in the PPSA or the UCC shall govern, as the context requires, or otherwise the definition of such term contained in the UCC shall govern. Notwithstanding the foregoing, and unless the context requires otherwise, any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as term defined therein. Notwithstanding anything in this Agreement or any other Loan Document by reference to the contraryUCC shall also have any extended, all obligations of any Person that are alternative or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not analogous meaning given to such operating lease obligations were in effect on such date) shall continue to be (or shall be, term in the case PPSA, other applicable Canadian personal property security and other Laws (including the PPSA of any such obligations not in effect on each applicable province of Canada, the Amendment No. 1 Effective DateBills of Exchange Act (Canada) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan DocumentsDepository Bills and Notes Act (Canada)) in all cases for the extension, regardless preservation or betterment of any change in GAAP following the Amendment Nosecurity and rights of the Collateral. 1 Effective Date that would otherwise require such obligations All references herein to times of day shall be treated references to daylight or recharacterized (on a prospective or retroactive basis or otherwise) standard time, as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842)applicable. Any reference herein to "province" shall include the territories of Canada and any reference to "provincial" shall have a mergercorresponding meaning. Any reference herein or in any other Financing Document to the satisfaction, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transferrepayment, or similar termpayment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, shall be deemed and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to apply the repayment of the Loans, (ii) all costs and expenses owing to Agent and/or Lenders hereunder or under any other Financing Document that have accrued and are unpaid regardless of whether demand has been made therefor, and (iii) all fees or charges that have accrued hereunder or under any other Financing Document (including fees payable pursuant to Section 2.2 and Section 2.5(b)) and are unpaid, (b) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing cash collateral in respect thereof pursuant to Section 2.5(e), (c) the receipt by Lender of cash collateral in order to secure any other contingent Obligations for which a division claim or demand for payment has been made on or prior to such time or in respect of matters or by a limited liability companycircumstances known to Lender at such time that are reasonably expected to result in any loss, cost, damage, or an allocation expense (including attorneys' fees and legal expenses), such cash collateral to be in such amount as Lender reasonably determines is appropriate to secure such contingent Obligations, (d) the payment or repayment in full in immediately available funds of assets to a series all other outstanding Obligations (including the payment of a limited liability company any termination amount then applicable (or which would or could become applicable as a result of the unwinding repayment of the other Obligations) under Swap Contracts) other than (i) unasserted contingent indemnification Obligations, and (ii) any Swap Contracts that, at such a division or allocation)time, as if it were a mergerare allowed by the applicable secured party to remain outstanding without being required to be repaid, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, and (e) the termination of or with a separate Person. Any division all of a limited liability company shall constitute a separate Person hereunder (and each division the Revolving Loan Commitments of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)Lenders.

Other Definitional and Interpretive Provisions. All Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (a) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Parent Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842)”. Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. Any reference herein to financial statements of the Parent Borrower shall be construed to include financial statements of the Parent Borrower or any Parent Entity whose financial statements satisfy the Parent Borrower’s reporting obligations under Subsection 7.1. (c) Financial ratios and other financial calculations pursuant to this Agreement, including calculations pursuant to Subsection 8.1 shall, following any transaction described in the definition of “Pro Forma Basis,” be calculated on a mergerPro Forma Basis until the completion of four full Fiscal Quarters following such transaction (and shall also be subject to clause (d) below to the extent applicable). (d) [Reserved]. (e) [Reserved]. (f) Any financial ratios required to be maintained pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, transfercarrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (g) Any references in this Agreement to “cash and/or Cash Equivalents”, consolidation“cash, amalgamationCash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (h) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (i) The Borrowing Base shall be calculated without duplication, consolidationincluding without duplication of any reserves, assignmentitems that are otherwise addressed or excluded through eligibility criteria or items that are factored into the calculation of collection rates or collection percentages. (j) In connection with any action being taken in connection with a Limited Condition Transaction, salefor purposes of determining compliance with any provision of this Agreement which requires that no Default, disposition Event of Default, Specified Default or transferspecified Default or Event of Default, as applicable, has occurred, is continuing or similar termwould result from any such action, as applicable, such condition shall, at the option of the Borrower Representative, be deemed satisfied, so long as no Default, Event of Default, Specified Default or specified Default or Event of Default, as applicable, exists on the date (x) a definitive agreement, notice or announcement, as applicable, for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Capital Stock or Preferred Stock is given. For the avoidance of doubt, if the Borrower Representative has exercised its option under the first sentence of this clause (j), and any Default, Event of Default, Specified Default or specified Default or Event of Default, as applicable, occurs following the date (x) a definitive agreement, notice or announcement, as applicable, for the applicable Limited Condition Transaction was entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Capital Stock or Preferred Stock is given and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default, Specified Default or specified Default or Event of Default, as applicable, shall be deemed to apply to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. (k) In connection with any action being taken in connection with a division Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of or by a limited liability companythis Agreement which requires the calculation of the Consolidated Fixed Charge Coverage Ratio, or an allocation of assets to a series of a limited liability company (the Consolidated First Lien Leverage Ratio or the unwinding Consolidated Total Leverage Ratio or any other financial measure (but not, for the avoidance of doubt, in determining compliance with the Payment Condition for any purpose hereunder); (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or EBITDA); or (iii) any other determination as to whether any such a division Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or allocationagreements contained in this Agreement; in each case, at the option of the Borrower Representative (the Borrower Representative’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), as if it were the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date (x) a mergerdefinitive agreement, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition notice or transfer, or similar termannouncement, as applicable, tofor such Limited Condition Transaction is entered into, of (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or with any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a separate Person. Any division “Rule 2.7 announcement” of a limited liability company firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Capital Stock or Preferred Stock is given, as applicable (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Parent Borrower are available, the Parent Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall constitute be deemed to have been complied with. For the avoidance of doubt, if the Borrower Representative has made an LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a separate result of fluctuations in any such ratio, basket or amount, including due to fluctuations in exchange rates or in EBITDA or Consolidated Total Assets of the Parent Borrower or the Person hereunder (and each division subject to such Limited Condition Transaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such ratios, baskets or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Representative has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any limited liability company that ratio, basket or amount with respect to the incurrence or discharge of Indebtedness or Liens, or the making of Restricted Payments, Asset Sales, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Parent Borrower or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which (1) such Limited Condition Transaction is consummated, (2) the definitive agreement for, or firm offer in respect of, such Limited Condition Transaction (if an acquisition or investment) is terminated or expires without consummation of such Limited Condition Transaction or (3) such notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Capital Stock or Preferred Stock is revoked or expires without consummation, any such ratio, basket or amount shall be calculated on a Subsidiarypro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof) have been consummated. (l) For all purposes under the Loan Documents, joint venture in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws) (collectively, a “Division”), (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Capital Stock at such time. (m) Except as otherwise provided in this Agreement, when the payment of any obligation or the performance of any covenant, duty, or obligation is stated to be due or performance required on (or before) a day which is not a Business Day, the date of such payment (other like term than as described in the definition of Interest Period) or performance shall also constitute extend to the immediately succeeding Business Day, and such a Person extension of time shall be reflected in computing interest or entity)fees, as the case may be.

Other Definitional and Interpretive Provisions. All Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (a) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Parent Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. (c) Financial ratios and other financial calculations pursuant to this Agreement, including calculations pursuant to Subsection 8.1 shall, following any transaction described in the definition of “Pro Forma Basis,” Except as provided be calculated on a Pro Forma Basis until the completion of four full Fiscal Quarters following such transaction (and shall also be subject to clause (d) below to the contrary hereinextent applicable). (d) For purposes of determining any financial ratio or making any financial calculation for any Fiscal Quarter (or portion thereof) ending prior to the Closing Date (other than the calculation of Consolidated Interest Expense, all accounting terms used herein as and to the extent set forth in the definition thereof), the components of such financial ratio or financial calculation shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred determined on a pro forma basis to in Section 7.7 shall be made without giving give effect to any election under Statement the JDL Acquisition as if it had occurred at the beginning of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any such four Fiscal Quarter period; and each Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on is a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without Restricted Subsidiary upon giving effect to the implementation Transactions shall be deemed to be a Restricted Subsidiary for purposes of FASB ASU Nothe components of such financial ratio or financial calculation as of the beginning of such four Fiscal Quarter period. (e) For purposes of this Agreement and any other Loan Document, (i) for periods ending on or prior to the Closing Date, references to the consolidated financial statements of the OpCo Borrower shall be to the Special Purpose Financial Statements and the financial statements of the OpCo Borrower as of and for the period ending October 31, 2013 (the “OpCo October 2013 Financial Statements”), as the context requires, and (ii) in connection with (x) the Special Purpose Financial Statements the OpCo October 2013 Financial Statements and the financial statements of the OpCo Borrower as of and for the period ending December 31, 2013 (together with the OpCo October 2013 Financial Statements, the “OpCo October/December 2013 Financial Statements”), (y) other financial statements to the extent they include comparisons to the Special Purpose Financial Statements or the OpCo October/December 2013 Financial Statements or (z) determining any financial ratio or making any financial calculation that includes a period ending on or prior to December 31, 2013, references to GAAP shall in each case be deemed to be to GAAP except as set forth in the Basis of Presentation Agreement; provided that nothing in this clause (e) shall require the delivery of combined or consolidated financial statements or other similar materials for or with respect to any Borrower, except as otherwise specifically required by this Agreement. (f) Any financial ratios required to be maintained pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (g) Any references in this Agreement to “cash and/or Cash Equivalents”, “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (h) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (i) The Borrowing Base shall be calculated without duplication, including without duplication of any reserves, items that are otherwise addressed or excluded through eligibility criteria or items that are factored into the calculation of collection rates or collection percentages. (j) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower Representative, be deemed satisfied, so long as no Default, Event of Default or Specified Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. 2016-02For the avoidance of doubt, Leases if the Borrower Representative has exercised its option under the first sentence of this clause (Topic 842j). Any reference herein , and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. (k) In connection with any action being taken in connection with a mergerLimited Condition Acquisition, transferfor purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Fixed Charge Coverage Ratio, consolidationthe Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio (but not, amalgamationfor the avoidance of doubt, consolidationin determining compliance with the Payment Condition for any purpose hereunder); or (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets); in each case, assignmentat the option of the Borrower Representative (the Borrower Representative’s election to exercise such option in connection with any Limited Condition Acquisition, salean “LCA Election”), disposition or transfer, or similar termthe date of determination of whether any such action is permitted hereunder, shall be deemed to apply be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition 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 had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for which consolidated financial statements of the OpCo Borrower are available, the OpCo Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower Representative has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a division result of fluctuations in any such ratio or by basket, including due to fluctuations in EBITDA or Consolidated Total Assets of the OpCo Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a limited liability companyresult of such fluctuations. If the Borrower Representative has made an LCA Election for any Limited Condition Acquisition, in connection with the calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or an allocation the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets to a series of a limited liability company (the Parent Borrower or the unwinding designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, any such ratio or basket shall be calculated on a division or allocationpro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated. (l) For purposes of this Agreement and any other Loan Document, references to Consolidated Interest Expense, Consolidated Secured Leverage Ratio (as defined in the Term Loan Credit Agreement), as if it were a mergerGuarantee Obligations, transferand Indebtedness of the OpCo Borrower shall in each case be deemed to include, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division without duplication of any limited liability company that is a Subsidiarysuch amounts already so included, joint venture Consolidated Interest Expense, Consolidated Secured Leverage Ratio (as defined in the Term Loan Credit Agreement), Guarantee Obligations, and Indebtedness of the Parent Borrower, including for purposes of determining or any other like term shall also constitute such a Person or entity)calculating Consolidated Fixed Charge Coverage Ratio, Debt Service Charges, Financial Covenant Debt and Total Leverage Ratio.

Other Definitional and Interpretive Provisions. All Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (a) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842)”. Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. Any reference herein to financial statements of the Borrower shall be construed to include financial statements of the Borrower or any Parent Entity whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1. (c) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the Closing Date, the components of such financial ratio or financial calculation shall be determined on a mergerpro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period; and each Person that is a Restricted Subsidiary upon giving effect to the Transactions shall be deemed to be a Restricted Subsidiary for purposes of the components of such financial ratio or financial calculation as of the beginning of such four-quarter period. (d) [Reserved]. (e) Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, transfercarrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (f) Any references in this Agreement to “cash and/or Cash Equivalents”, consolidation“cash, amalgamationCash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (g) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (h) In connection with any action being taken in connection with a Limited Condition Acquisition, consolidationfor purposes of determining compliance with any provision of this Agreement which requires that no Default, assignmentEvent of Default or specified Event of Default, saleas applicable, disposition has occurred, is continuing or transferwould result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or similar termspecified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (h), and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. (i) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio; or (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to apply be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition 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 had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a division result of fluctuations in any such ratio or by basket, including due to fluctuations in Consolidated EBITDA of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a limited liability companyresult of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or an allocation the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets to a series of a limited liability company (the Borrower or the unwinding designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any Incurrence of or with a separate Person. Any division Indebtedness and the use of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)proceeds thereof) have been consummated.

Other Definitional and Interpretive Provisions. All (a) Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (b) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided Any reference herein to the contrary herein, all accounting terms used herein any Person shall be interpreted construed to include such Person’s successors and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842)assigns permitted hereunder. Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition the financial statements (or transfer, or similar term, any component thereof) of the Borrower shall be deemed construed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company include the financial statements (or the unwinding applicable component thereof) of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture the Borrower or any other like term shall also constitute such a Person Parent Entity or entity)IPO Vehicle (and/or any predecessor of the foregoing, if applicable) whose financial statements satisfy the Borrower’s financial reporting obligations under Subsection 7.

Other Definitional and Interpretive Provisions. All Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (a) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided ” (c) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the contrary hereinClosing Date, all accounting terms used herein the components of such financial ratio or financial calculation shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred determined on a pro forma basis to in Section 7.7 shall be made without giving give effect to any election under Statement the Merger as if it had occurred at the beginning of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any such four-quarter period; and each Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on is a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without Restricted Subsidiary upon giving effect to the implementation Merger shall be deemed to be a Restricted Subsidiary for purposes of FASB ASU Nothe components of such financial ratio or financial calculation as of the beginning of such four-quarter period. (d) For purposes of this Agreement for periods ending on or prior to the Closing Date, references to the consolidated financial statements of the Borrower shall be to the consolidated financial statements of PharMEDium, as the context may require; provided that nothing in this clause (d) shall require the delivery of consolidated financial statements or other similar materials for or with respect to PharMEDium and its Subsidiaries, except as otherwise specifically required by this Agreement. (e) Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (f) Any references in this Agreement to “cash and/or Cash Equivalents”, “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (g) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (h) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. 2016-02For the avoidance of doubt, Leases if the Borrower has exercised its option under the first sentence of this clause (Topic 842h). Any reference herein , and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. (i) In connection with any action being taken in connection with a mergerLimited Condition Acquisition, transferfor purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Coverage Ratio, consolidationthe Consolidated First Lien Leverage Ratio, amalgamationConsolidated Total Secured Leverage Ratio or the Consolidated Total Leverage Ratio; or (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets); in each case, consolidationat the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, assignmentan “LCA Election”), sale, disposition or transfer, or similar termthe date of determination of whether any such action is permitted hereunder, shall be deemed to apply be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition 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 had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a division result of fluctuations in any such ratio or by basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a limited liability companyresult of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or an allocation the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets to a series of a limited liability company (the Borrower or the unwinding designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any Incurrence of or with a separate Person. Any division Indebtedness and the use of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)proceeds thereof) have been consummated.

Other Definitional and Interpretive Provisions. All terms defined References in this Agreement to "Articles", "Sections", "Annexes", "Exhibits", or "Schedules" shall be equally applicable to both Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. "Include", "includes" and plural forms of the defined terms. Unless the context otherwise requires, any reference to any law, rule or regulation ("including, without limitation, all references to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assigns. The words “include,” “includes” and “including” " shall be deemed to be followed by the phrase “"without limitation.” ". Except as provided to the contrary otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References "from" or "through" any date mean, unless otherwise specified, "from and including" or "through and including", respectively. Unless otherwise specified herein, the settlement of all accounting terms used herein shall be interpreted payments and all accounting determinations fundings hereunder between or among the parties hereto shall be made in accordance with GAAPlawful money of the United States and in immediately available funds. Notwithstanding any other provision contained Except as otherwise expressly provided herein, references to any statute or act shall include all computations related current regulations and all amendments and any successor statutes, acts and regulations. All amounts used for purposes of amounts and ratios referred financial calculations required to in Section 7.7 be made herein shall be made without giving effect duplication. References to any election under Statement of Financial Accounting Standards 159 (statute or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contraryact, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar termadditional reference, shall be deemed to apply refer to a division federal statutes and acts of the United States. References to any agreement, instrument or by a limited liability companydocument shall include all schedules, exhibits, annexes and other attachments thereto. References to capitalized terms that are not defined herein, but are defined in the UCC, shall have the meanings given them in the UCC. All references herein to times of day shall be references to daylight or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar termstandard time, as applicable. Any reference herein or in any other Financing Document to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, of or all outstanding Loans, together with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division the payment of any limited liability company that is a Subsidiarypremium applicable to the repayment of the Loans, joint venture (ii) all costs and expenses owing to Agent and/or Lenders hereunder or under any other like term shall also constitute Financing Document that have accrued and are unpaid regardless of whether demand has been made therefor, and (iii) all fees or charges that have accrued hereunder or under any other Financing Document (including fees payable pursuant to Section 2.2 and Section 2.5(b)) and are unpaid, (b) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing cash collateral in respect thereof pursuant to Section 2.5(e), (c) the receipt by Lender of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys' fees and legal expenses), such cash collateral to be in such amount as Lender reasonably determines is appropriate to secure such contingent Obligations, (d) the payment or repayment in full in immediately available funds of all other outstanding Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a Person or entity)result of the repayment of the other Obligations) under Swap Contracts) other than (i) unasserted contingent indemnification Obligations, and (ii) any Swap Contracts that, at such time, are allowed by the applicable secured party to remain outstanding without being required to be repaid, and (e) the termination of all of the Revolving Loan Commitments of Lenders.

Other Definitional and Interpretive Provisions. All Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (a) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Parent Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842)”. Any reference herein to a mergerany Person shall be construed to include such Person’s successors and assigns permitted hereunder. Any reference herein to the financial statements (or any component thereof) of the Parent Borrower shall be construed to include the financial statements (or the applicable component thereof) of the Parent Borrower or any Parent Entity or IPO Vehicle whose financial statements satisfy the Parent Borrower’s financial reporting obligations under Subsection 7.1. With respect to any Default or Event of Default, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, the words “exists,” “is continuing” or similar termexpressions with respect thereto shall mean that such Default or Event of Default has occurred and has not yet been cured or waived. If any Default or Event of Default has occurred hereunder (any such Default or Event of Default, an “Initial Default”) and is subsequently cured (a “Cured Default”), any other Default or Event of Default that resulted from (i) the making or deemed making of any representation or warranty by any Loan Party or (ii) the taking of any action by any Loan Party or any Subsidiary of any Loan Party that was prohibited hereunder solely as a result of the continuation of such Cured Default (and was not otherwise prohibited by this Agreement), in each case which subsequent Default or Event of Default would not have arisen had the Cured Default not been continuing at the time of such representation, warranty or action, shall be deemed to apply automatically be cured upon, and simultaneously with, the cure of the Cured Default, so long as at the time of such representation, warranty or action, no Responsible Officer of the Parent Borrower had knowledge of any such Initial Default. To the extent not already so notified, the Parent Borrower will provide prompt written notice of any such automatic cure to the Administrative Agent after a division Responsible Officer of the Parent Borrower knows of the occurrence of any such automatic cure. (c) Financial ratios and other financial calculations pursuant to this Agreement, including calculations pursuant to Subsection 8.1 shall, following any transaction described in the definition of “Pro Forma Basis,” be calculated on a Pro Forma Basis until the completion of four full Fiscal Quarters following such transaction (and shall also be subject to clause (d) below to the extent applicable). (d) For purposes of determining any financial ratio or by a limited liability company, or an allocation of assets to a series of a limited liability company making any financial calculation for any Fiscal Quarter (or portion thereof) ending prior to the unwinding Closing Date (other than the calculation of Consolidated Interest Expense, as and to the extent set forth in the definition thereof), the components of such financial ratio or financial calculation shall be determined on a division pro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four Fiscal Quarter period; and each Person that is a Restricted Subsidiary of the Parent Borrower upon giving effect to the Transactions shall be deemed to be a Restricted Subsidiary for purposes of the components of such financial ratio or allocationfinancial calculation as of the beginning of such four Fiscal Quarter period. (e) For purposes of this Agreement and any other Loan Document, for periods ending on or prior to the Closing Date, references to the consolidated financial statements of the Parent Borrower (or any Parent Entity or IPO Vehicle) shall be to the combined financial statements of the Waterworks Business, with pro forma effect being given to the Transactions (with Subsidiaries of the Waterworks Business that are Subsidiaries of the Parent Borrower after giving effect to the Transactions being deemed Subsidiaries of the Parent Borrower), as the context may require, provided that nothing in this clause (e) shall require the delivery of combined or consolidated financial statements or other similar materials for or with respect to the Waterworks Business, except as otherwise specifically required by this Agreement. (f) Any financial ratios required to be maintained pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if it were there is no nearest number). (g) Any references in this Agreement to “cash and/or Cash Equivalents”, “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (h) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (i) The Borrowing Base shall be calculated without duplication, including without duplication of any reserves, items that are otherwise addressed or excluded through eligibility criteria or items that are factored into the calculation of collection rates or collection percentages. (j) In connection with any action being taken in connection with a mergerLimited Condition Transaction, transferfor purposes of determining compliance with any provision of this Agreement which requires that no Default, consolidation, amalgamation, consolidation, assignment, sale, disposition Event of Default or transfer, or similar termSpecified Default, as applicable, tohas occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower Representative, be deemed satisfied, so long as no Default, Event of Default or Specified Default, as applicable, exists on the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any comparable laws, rules or regulations in any other jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction (or the equivalent notice under such comparable laws, rules or regulations in such other jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Capital Stock or Preferred Stock is given. For the avoidance of doubt, if the Borrower Representative has exercised its option under the first sentence of this clause (j), and any Default, Event of Default or Specified Default, as applicable, occurs following the date (x) a definitive agreement for the applicable Limited Condition Transaction was entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any comparable laws, rules or regulations in any other jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction (or the equivalent notice under such comparable laws, rules or regulations in such other jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Capital Stock or Preferred Stock is given, and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or Specified Default, as applicable, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. (k) In connection with any action being taken in connection with a separate Person. Any division Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of a limited liability company shall constitute a separate Person hereunder this Agreement which requires the calculation of the Consolidated Fixed Charge Coverage Ratio or the Consolidated Secured Leverage Ratio (and each division as defined in the Term Loan Credit Agreement) (but not, for the avoidance of doubt, in determining compliance with the Payment Condition for any limited liability company that is a Subsidiary, joint venture purpose hereunder) or any other like term financial measure; (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Tangible Assets or Four Quarter Consolidated EBITDA (as defined in the Term Loan Credit Agreement)); or (iii) any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or agreements contained in this Agreement; in each case, at the option of the Borrower Representative (the Borrower Representative’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall also constitute be deemed to be the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any comparable laws, rules or regulations in any other jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction (or the equivalent notice under such comparable laws, rules or regulations in such other jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Capital Stock or Preferred Stock is given, as applicable (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Parent Borrower (or, as applicable, any Parent Entity or IPO Vehicle) are available, the Parent Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower Representative has made an LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in exchange rates or in EBITDA or Consolidated Tangible Assets of the Parent Borrower or the Person subject to such Limited Condition Transaction or entity)any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such ratios, baskets or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Representative has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket or amount with respect to the incurrence or Discharge of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Parent Borrower or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction (if an acquisition) is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, basket or amount shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) have been consummated.

Other Definitional and Interpretive Provisions. All (a) Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (b) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to Holdings and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided ” (d) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the contrary hereinClosing Date, all accounting the components of such financial ratio or financial calculation shall be determined on a pro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period; and each Person that is a Restricted Subsidiary upon giving effect to the Transactions shall be deemed to be a Restricted Subsidiary for purposes of the components of such financial ratio or financial calculation as of the beginning of such four-quarter period. (e) Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (f) Any references in this Agreement to “cash and/or Cash Equivalents”, “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (g) The meanings given to terms used defined herein shall be interpreted equally applicable to both the singular and all accounting determinations hereunder plural forms of such terms. (h) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of Holdings, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if Holdings has exercised its option under the first sentence of this clause (g), and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be made deemed to not have occurred or be continuing for purposes of determining whether any action being taken in accordance connection with GAAP. Notwithstanding such Limited Condition Acquisition is permitted hereunder. (i) In connection with any other action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities this Agreement which requires the calculation of the Company at “fair value” as defined therein. Notwithstanding anything Consolidated Coverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio; or (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total AssetsLTM EBITDA or Foreign Consolidated Total AssetsLTM EBITDA); in each case, at the option of Holdings (Holdings’ election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof and acquisition of Consolidated EBITDA) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for which consolidated financial statements of Holdings are available, Holdings could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with.For the avoidance of doubt, if Holdings has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total AssetsLTM EBITDA or Foreign Consolidated Total AssetsLTM EBITDA of Holdings or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If Holdings has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Restricted Payments or Permitted Investments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of Holdings or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated. (j) Any reference herein or in any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such datei) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). 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 limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such collectively, a division or allocation“Division”), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition sale or transfer, or similar term, as applicable, toto a separate Person, and (ii) a merger, consolidation, amalgamation or consolidation, or similar term, shall be deemed to apply to the division of or by a limited liability company, or an allocation of assets to a series of a limited liability company, or the unwinding of such a division or allocation, as if it were a merger, consolidation, amalgamation or consolidation or similar term, as applicable, with a separate Person. Any division . (k) For all purposes under this Agreement, including for purposes of calculating the Consolidated Coverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio, as applicable, in connection with the incurrence, issuance or assumption of any revolving Indebtedness pursuant to Subsection 8.1(a) or Subsection 8.1(b) or the incurrence or creation of any Lien securing revolving Indebtedness pursuant to the definition of “Permitted Liens,” Holdings may elect, at its option, to treat all or any portion of the committed amount of any revolving Indebtedness (and the issuance and creation of letters of credit and bankers’ acceptances thereunder) which is to be incurred (or any commitment in respect thereof) or secured by such Lien, as the case may be (any such committed amount elected until revoked as described below, the “Reserved Indebtedness Amount”), as being incurred as of such election date, and, if such Consolidated Coverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Total Leverage Ratio or other provision of this Agreement, as applicable, is complied with (or satisfied) with respect thereto on such election date, any subsequent borrowing or reborrowing thereunder (and the issuance and creation of letters of credit and bankers’ acceptances thereunder) will be deemed to be permitted under Subsection 8.1 or the definition of “Permitted Liens,” as applicable, whether or not the Consolidated Coverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Total Leverage Ratio or other provision of this Agreement, as applicable, at the actual time of any subsequent borrowing or reborrowing (or issuance or creation of letters of credit or bankers’ acceptances thereunder) is complied with (or satisfied) for all purposes (including as to the absence of any continuing Default or Event of Default); provided that for purposes of subsequent calculations of the Consolidated Coverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Total Leverage Ratio or other provision of this Agreement, as applicable, the Reserved Indebtedness Amount shall be deemed to be outstanding, whether or not such amount is actually outstanding, for so long as such commitments are outstanding or until Holdings revokes an election of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)Reserved Indebtedness Amount.

Other Definitional and Interpretive Provisions. All (a) Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (b) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. With respect to any Default or Event of Default, the words “exists,” “is continuing” or similar expressions with respect thereto shall mean that such Default or Event of Default has occurred and has not yet been cured or waived. If any Default or Event of Default has occurred hereunder (any such Default or Event of Default, an “Initial Default”) and is subsequently cured (a “Cured Default”), any other Default, Event of Default or failure of a condition precedent that resulted or may have resulted from (i) the making or deemed making of any representation or warranty by any Loan Party or (ii) any act or omission by any Loan Party or any Subsidiary of any Loan Party, in each case which subsequent Default, Event of Default or failure would not have arisen had the Cured Default not been continuing at the time of such representation, warranty, action or omission, shall be deemed to automatically be cured or satisfied, as provided applicable, upon, and simultaneously with, the cure of the Cured Default, so long as at the time of such representation, warranty, action or omission, no Responsible Officer of the Borrower had knowledge of any such Initial Default. To the extent not already so notified, the Borrower will provide prompt written notice of any such automatic cure to the contrary hereinAdministrative Agent after a Responsible Officer of the Borrower knows of the occurrence of any such automatic cure. Any time period in this Agreement to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction to the extent such actual or alleged Default or Event of Default is the subject of litigation. (d) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the Closing Date, all accounting the components of such financial ratio or financial calculation shall be determined on a pro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period; and each Person that is a Restricted Subsidiary upon giving effect to the Transactions shall be deemed to be a Restricted Subsidiary for purposes of the components of such financial ratio or financial calculation as of the beginning of such four-quarter period. (e) For purposes of this Agreement for periods ending on or prior to the Closing Date, references to the consolidated financial statements of the Borrower (or any Parent Entity or IPO Vehicle) shall be to the combined financial statements of the Waterworks Business, with pro forma effect being given to the Transactions (with Subsidiaries of the Waterworks Business that are Subsidiaries of the Borrower after giving effect to the Transactions being deemed Subsidiaries of the Borrower), as the context may require, provided that nothing in this clause (e) shall require the delivery of combined or consolidated financial statements or other similar materials for or with respect to the Waterworks Business, except as otherwise specifically required by this Agreement. (f) Any financial ratios required to be maintained pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (g) Any references in this Agreement to “cash and/or Cash Equivalents”, “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (h) The meanings given to terms used defined herein shall be interpreted equally applicable to both the singular and all accounting determinations hereunder shall plural forms of such terms. (i) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or specified Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be made deemed satisfied, so long as no Default, Event of Default or specified Default or Event of Default, as applicable, exists on the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in accordance connection with GAAP. Notwithstanding any other provision contained herein, all computations of amounts an acquisition to which the United Kingdom City Code on Takeovers and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 Mergers (or any equivalent thereof under the laws, rules or regulations in any other Financial Accounting Standard having applicable jurisdiction) applies, on which a similar result “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or effectthe equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (i), and any Default, Event of Default or specified Default or Event of Default, as applicable, occurs following the date (x) a definitive agreement for the applicable Limited Condition Transaction was entered into, (y) in connection with an acquisition to value which the United Kingdom City Code on Takeovers and Mergers (or any Indebtedness equivalent thereof under the laws, rules or regulations in any other liabilities applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Default or Event of Default, as applicable, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. (j) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Company at “fair value” as defined therein. Notwithstanding anything Consolidated Coverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio or any other financial measure; (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Tangible Assets or Four Quarter Consolidated EBITDA); or (iii) any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or agreements contained in this Agreement; in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, as applicable (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive Fiscal Quarters of the Borrower ending prior to the LCT Test Date for which consolidated financial statements of the Borrower (or, any Parent Entity or IPO Vehicle whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1) are available, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with; provided, that (a) if financial statements for one or more subsequent Fiscal Quarters or Fiscal Years shall have been delivered pursuant to Subsection 7.1(a) or 7.1(b), the Borrower may elect, in its sole discretion, to re-determine all such ratios, baskets or amounts on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, baskets or amounts and (b) except as contemplated in the foregoing clause (a), compliance with such ratios, baskets or amounts (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof). For purposes of determining compliance with any ratio, basket or amount on the applicable LCT Test Date, Consolidated Interest Expense for purposes of the Consolidated Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as determined by the Borrower in good faith, which determination shall be conclusive. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in exchange rates or in Consolidated EBITDA or Consolidated Tangible Assets of the Borrower or the Person subject to such Limited Condition Transaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such ratios, baskets or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket or amount with respect to the Incurrence or Discharge of Indebtedness or Liens, or the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which (1) such Limited Condition Transaction is consummated, (2) the definitive agreement for, or firm offer in respect of, such Limited Condition Transaction (if an acquisition or investment) is terminated or expires without consummation of such Limited Condition Transaction or (3) such notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is revoked or expires without consummation, any such ratio, basket or amount shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) have been consummated. (k) Any reference herein or in any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such datei) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). 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 limited liability companycompany or a limited partnership, as applicable, or an allocation of assets to a series of a limited liability company (or the unwinding of such collectively, a division or allocation“Division”), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition sale or transfer, or similar term, as applicable, toto a separate Person, and (ii) a merger, consolidation, amalgamation or consolidation, or similar term, shall be deemed to apply to the division of or by a limited liability company, or an allocation of assets to a series of a limited liability company, or the unwinding of such a division or allocation, as if it were a merger, consolidation, amalgamation or consolidation or similar term, as applicable, with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Other Definitional and Interpretive Provisions. All Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (a) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Parent Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842)”. Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. Any reference herein to financial statements of the Parent Borrower shall be construed to include financial statements of the Parent Borrower or any Parent Entity whose financial statements satisfy the Parent Borrower’s reporting obligations under Subsection 7.1. (c) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the Closing Date, the components of such financial ratio or financial calculation shall be determined on a mergerpro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period; and each Person that is a Restricted Subsidiary upon giving effect to the Transactions shall be deemed to be a Restricted Subsidiary for purposes of the components of such financial ratio or financial calculation as of the beginning of such four-quarter period. (d) [Reserved]. (e) Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, transfercarrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (f) Any references in this Agreement to “cash and/or Cash Equivalents”, consolidation“cash, amalgamationCash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (g) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (h) In connection with any action being taken in connection with a Limited Condition Acquisition, consolidationfor purposes of determining compliance with any provision of this Agreement which requires that no Default, assignmentEvent of Default or specified Event of Default, saleas applicable, disposition has occurred, is continuing or transferwould result from any such action, as applicable, such condition shall, at the option of the Borrower Representative, be deemed satisfied, so long as no Default, Event of Default or similar termspecified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Borrower Representative has exercised its option under the first sentence of this clause (h), and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. (i) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Coverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio; or (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets); in each case, at the option of the Borrower Representative (the Borrower Representative’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to apply be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition 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 had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for which consolidated financial statements of the Parent Borrower are available, such Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower Representative has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a division result of fluctuations in any such ratio or by basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Parent Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a limited liability companyresult of such fluctuations. If the Borrower Representative has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or an allocation the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets to a series of a limited liability company (the Parent Borrower or the unwinding designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any Incurrence of or with a separate Person. Any division Indebtedness and the use of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)proceeds thereof) have been consummated.

Other Definitional and Interpretive Provisions. All Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (a) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Parent Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. (c) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the contrary hereinClosing Date, all accounting the components of such financial ratio or financial calculation shall be determined on a pro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period; and each Person that is a Restricted Subsidiary upon giving effect to the Transactions shall be deemed to be a Restricted Subsidiary for purposes of the components of such financial ratio or financial calculation as of the beginning of such four-quarter period. (d) For purposes of this Agreement for periods ending on or prior to the Closing Date, references to the consolidated financial statements of the Parent Borrower shall be to the consolidated financial statements of the Company, as the context may require, provided that nothing in this clause (d) shall require the delivery of combined or consolidated financial statements or other similar materials for or with respect to the Company, except as otherwise specifically required by this Agreement. (e) Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (f) Any references in this Agreement to “cash and/or Cash Equivalents,” “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (g) The meanings given to terms used defined herein shall be interpreted equally applicable to both the singular and all accounting determinations hereunder plural forms of such terms. (h) In connection with any action being taken in connection with a Limited Condition Acquisition, including any Extension of Credit in connection therewith: (i) for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower Representative, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Borrower Representative has exercised its option under the first sentence of this clause (h), and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. (ii) for purposes of determining whether the conditions precedent to any Extension of Credit in connection therewith have been satisfied, the provisions of Subsection 6.2(b) shall not apply, but instead the condition therein shall be deemed satisfied if the representations listed in clauses (x) to (z) of the definition of “Major Representations” shall be made solely by and with respect to the Parent Borrower and its Restricted Subsidiaries (other than by or with respect to the business or Person being acquired pursuant to such Limited Condition Acquisition and its Subsidiaries) and shall, except to the extent they relate to a particular date, be true and correct in accordance all material respects on and as of such date as if made on and as of such date. (i) In connection with GAAP. Notwithstanding any other action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities this Agreement which requires the calculation of the Company at “fair value” as defined therein. Notwithstanding anything Consolidated Coverage Ratio, the Consolidated First Lien Leverage Ratio or the Consolidated Total Leverage Ratio; or (ii) testing baskets set forth in this Agreement or (including baskets measured as a percentage of Consolidated Total Assets); in each case, at the option of the Borrower Representative (the Borrower Representative’s election to exercise such option in connection with any other Loan Document Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the contraryLimited Condition Acquisition 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 had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for which consolidated financial statements of the Parent Borrower are available, all obligations the Parent Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower Representative has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA, Consolidated Total Assets of the Parent Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Representative has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any Person that are ratio or would be characterized as operating basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease obligations in accordance with GAAP or other transfer of all or substantially all of the assets of the Parent Borrower or the designation of an Unrestricted Subsidiary on or following the Amendment No. 1 Effective relevant LCA Test Date (whether and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or not the definitive agreement for such operating lease obligations were in effect on Limited Condition Acquisition is terminated or expires without consummation of such date) shall continue to be (or shall beLimited Condition Acquisition, in the case of any such obligations not ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Acquisition and other transactions in effect on connection therewith (including any Incurrence of Indebtedness and the Amendment No. 1 Effective Dateuse of proceeds thereof) accounted for as operating lease obligations have been consummated. (and not as Capitalized Lease Obligationsj) for all purposes Subject to Subsection 8.1(d), when determining compliance with any basket, threshold, ratio or other amounts under this Agreement and or the other Loan Documents, regardless the Euro Equivalent shall be calculated as at the date of the incurrence or making of the relevant disposition, acquisition, investment, Indebtedness, Restricted Payment or taking other relevant action or, upon the Parent Borrower making an LCA Election, on the LCA Test Date; provided that (x) no Default or Event of Default or breach of any covenant or representation or warranty shall arise merely as a result of a change in GAAP following the Amendment NoEuro Equivalent of any relevant amount due to fluctuations in exchange rates and (y) the Euro Equivalent principal or face amount of any Indebtedness or Investment outstanding on the Closing Date shall be calculated based on the relevant currency exchange rate in effect on the Closing Date. 1 Effective Date that would otherwise require such obligations For purposes of calculation of the Consolidated First Lien Leverage Ratio and Consolidated Total Leverage Ratio any determination of (x) Consolidated Total Indebtedness and (y) any other item determined on the basis of amounts specified in the consolidated balance sheet, amounts in any currency other than Euro shall be translated into Euro at the currency exchange rates used in the relevant financial period for determining the contribution to Consolidated Net Income or Consolidated EBITDA of any items not originally denominated in Euro in preparing the annual or quarterly income statements required to be treated delivered pursuant to Subsection 7.1(a) or recharacterized 7.1(b), or, if such financials have not yet been required to be delivered, the most recent income statement referenced in Subsection 5.1(a) or the most recent income statement referred to in Subsection 6.1(e). (on a prospective or retroactive basis or otherwisek) as Capitalized Lease Obligations and without giving effect Without prejudice to the implementation generality of FASB ASU No. 2016-02any provision of this Agreement, Leases (Topic 842). Any reference herein in this Agreement where it relates to a mergerLuxembourg entity, transferand unless the contrary intention appears, consolidationa reference to: (i) a winding-up, amalgamationliquidation, consolidationadministration, assignmentreorganization or dissolution includes, salewithout limitation, disposition bankruptcy (faillite), liquidation (liquidation), composition with creditors (concordat préventif de la faillite), moratorium or transfersuspension of payments (sursis de paiement) and controlled management (gestion contrôlée); (ii) a receiver, trustee, custodian, conservator or similar termofficer includes, shall be deemed without limitation, a juge délégué, commissaire, juge-commissaire, mandataire ad hoc, administrateur provisoire, liquidateur or curateur; (iii) a lien or security interest includes without limitation any hypothèque, nantissement, gage, privilège, sûreté réelle, droit de rétention, and any type of security in rem (sûreté réelle) and any transfer of title by way of security; (iv) a person being unable to apply to pay its debts includes that person being in a division state of cessation de paiements; (v) by-laws or by constitutional documents includes its articles of association (statuts coordonnés); and (vi) a limited liability company, director includes a gérant or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)administrateur.

Other Definitional and Interpretive Provisions. All (a) Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (b) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Subsidiaries not defined in subsection 1.1 and accounting terms partly defined in subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationsubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” if not expressly followed by such phrase or the phrase “but not limited to.” Except Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. Any reference herein to the financial statements (or any component thereof) of the Borrower shall be construed to include the financial statements (or the applicable component thereof) of the Borrower whose financial statements satisfy the Borrower’s reporting obligations under subsection 6. 1. With respect to any Default or Event of Default, the words “exists,” “is continuing” or similar expressions with respect thereto shall mean that such Default or Event of Default has occurred and has not yet been cured, waived or expired (in accordance with this Agreement). If any Default or Event of Default has occurred hereunder (any such Default or Event of Default, an “Initial Default”) and is subsequently cured or expired (a “Cured Default”), any other Default, Event of Default or failure of a condition precedent that resulted or may have resulted from (i) the making or deemed making of any representation or warranty by any Loan Party or (ii) the taking of any action by any Loan Party or any Subsidiary of any Loan Party that was prohibited hereunder solely as provided a result of the continuation of such Cured Default (and was not otherwise prohibited by this Agreement), in each case which subsequent Default, Event of Default or failure would not have arisen had the Cured Default not been continuing at the time of such representation, warranty, action or omission, shall be deemed to automatically be cured or satisfied, as applicable, upon, and simultaneously with, the cure of the Cured Default, so long as at the time of such representation, warranty or action, no Responsible Officer of the Borrower had knowledge of any such Initial Default. To the extent not already so notified, the Borrower will provide prompt written notice of any such automatic cure to the Administrative Agent after a Responsible Officer knows of the occurrence of any such automatic cure. (d) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the Closing Date, the components of such financial ratio or financial calculation shall be determined on a pro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period. (e) Notwithstanding anything to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document Document, (i) the Borrower shall not be obligated to cause a Designated Non-Guarantor to comply with a covenant under this Agreement or any other Loan Documents to the contrary, all extent that such compliance would cause such Designated Non-Guarantor to violate the terms of the Organizational Documents of such Designated Non-Guarantor or the contractual obligations of such Designated Non-Guarantor and (ii) no representation or warranty in this Agreement or any Person other Loan Documents as it applies to a Designated Non-Guarantor shall be deemed a misrepresentation to the extent that are the event or would circumstance giving rise to such misrepresentation is caused by the terms of the Organizational Documents of such Designated Non-Guarantor or the contractual obligations of such Designated Non-Guarantor. (f) The meanings given to terms defined herein shall be characterized equally applicable to both the singular and plural forms of such terms. (g) For all purposes of this Agreement, except as operating lease obligations otherwise expressly provided or unless the context otherwise requires: (i) “or” is not exclusive; (ii) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP on the Amendment No. 1 Effective Date GAAP; and (whether or not such operating lease obligations were in effect on such dateiii) shall continue references to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfersections of, or similar termrules under, the Securities Act and Exchange Act, as applicable, shall be deemed to apply include substitute, replacement or successor sections or rules adopted by the SEC from time to a division of or by a limited liability company, or an allocation of assets time. (h) Any financial ratios required to a series of a limited liability company be maintained pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the unwinding appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a division rounding-up if there is no nearest number). (i) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition specified Default or transfer, or similar termEvent of Default, as applicable, tohas occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as (1) no Default, Event of Default or specified Default or Event of Default, as applicable, exists on the date (x) a definitive agreement for such Limited Condition Transaction is entered into or (y) irrevocable notice (or a notice that is revocable due to failure to satisfy a condition precedent contained in such notice) of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or preferred stock is given and (2) no LCT Blocking Default exists on the day of, or would result from the closing of such Limited Condition Transaction. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (i), and any Default, Event of Default or specified Default or Event of Default, as applicable, other than an LCT Blocking Default, occurs following the date (x) a definitive agreement for the applicable Limited Condition Transaction was entered into, or (y) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or preferred stock is given and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Default or Event of Default, as applicable, other than an LCT Blocking Default, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. (j) In connection with any action being taken in connection with a separate PersonLimited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement (including subsection 7.11) which requires the calculatioin of the Consolidated Net Leverage Ratio; (ii) testing baskets set forth in this Agreement; or (iii) any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or agreements contained in this Agreement; in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date (x) a definitive agreement for such Limited Condition Transaction is entered into or (y) irrevocable notice (or a notice that is revocable due to failure to satisfy a condition precedent contained in such notice) of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or preferred stock is given, as applicable (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters of the Borrower ending prior to the LCT Test Date for which consolidated financial statements of the Borrower have been delivered under subsection 6.1(a) or subsection 6.1(b), the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with; provided that Consolidated Interest Expense for purposes of the Consolidated EBITDA will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as determined by the Borrower in good faith, which determination shall be conclusive. Any division For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a limited liability company shall constitute result of fluctuations in any such ratio, basket or amount, including due to fluctuations in exchange rates or in Consolidated EBITDA of the Borrower or the Person subject to such Limited Condition Transaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such ratios, baskets or amounts will not be deemed to have been exceeded as a separate Person hereunder (and each division result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any limited liability company that ratio, basket or amount with respect to the Incurrence or discharge of Indebtedness or Liens, or the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower on or following the relevant LCT Test Date and prior to the earlier of the date on which (1) such Limited Condition Transaction is consummated, (2) the definitive agreement for, or firm offer in respect of, such Limited Condition Transaction (if an acquisition or investment) is terminated or expires without consummation of such Limited Condition Transaction or (3) such notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or preferred stock is revoked or expires without consummation, any such ratio, basket or amount shall be calculated on a Subsidiary, joint venture pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence or any other like term shall also constitute such a Person or entity)discharge of Indebtedness and Liens and the use of proceeds thereof) have been consummated.

Other Definitional and Interpretive Provisions. All Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (a) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842)”. Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. Any reference herein to financial statements of the Borrower shall be construed to include financial statements of the Borrower or any Parent Entity whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1. (c) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the Closing Date, the components of such financial ratio or financial calculation shall be determined on a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, pro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period; and each Person that is a Restricted Subsidiary upon giving effect to the Transactions shall be deemed to apply to be a division Restricted Subsidiary for purposes of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding components of such a division financial ratio or allocation), financial calculation as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division the beginning of a limited liability company shall constitute a separate Person hereunder such four-quarter period. (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)d) [Reserved].

Other Definitional and Interpretive Provisions. All terms defined in this Agreement shall be equally applicable to both the singular and plural forms of the defined terms. Unless the context otherwise requires, any reference to any law, rule or regulation (including, without limitation, all references to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors words include, includes and assigns. The words “include,” “includes” and “including” including shall be deemed to be followed by the phrase “without limitation.” . Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” value as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date in effect prior to December 15, 2018 (whether or not such operating lease obligations were in effect on prior to such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Dateprior to December 15, 2018) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date on or after December 15, 2018 that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842)Obligations. 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 limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Other Definitional and Interpretive Provisions. All Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (a) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. (c) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the Closing Date, the components of such financial ratio or financial calculation shall be determined on a mergerpro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period. (d) [Reserved]. (e) Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, transfercarrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (f) Any references in this Agreement to “cash and/or Cash Equivalents”, consolidation“cash, amalgamationCash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (g) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (h) In connection with any action being taken in connection with a Limited Condition Acquisition, consolidationfor purposes of determining compliance with any provision of this Agreement which requires that no Default, assignmentEvent of Default or specified Event of Default, saleas applicable, disposition has occurred, is continuing or transferwould result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or similar termspecified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (h), and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. (i) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Coverage Ratio, the Consolidated First Lien Leverage Ratio or the Consolidated Total Leverage Ratio; or (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to apply be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition 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 had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a division result of fluctuations in any such ratio or by basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a limited liability companyresult of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or an allocation the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets to a series of a limited liability company (the Borrower or the unwinding designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any Incurrence of or with a separate Person. Any division Indebtedness and the use of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)proceeds thereof) have been consummated.

Other Definitional and Interpretive Provisions. All (a) Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless meanings when used in the context otherwise requiresother Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto. (b) As used herein and in the other Loan Documents, and in any reference certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any lawGroup Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, rule or regulation (including, without limitation, all references to any Rule) or agreement shall be construed as a reference to the same as it may from time extent not defined, shall have the respective meanings given to time be amendedthem under GAAP, modified, supplemented or replaced. Unless (ii) the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assigns. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) references to a given time of day shall, unless otherwise specified, be deemed to refer to Pacific time, (vi) references to agreements (including this Agreement) or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated, amended and restated or otherwise modified from time to time and (vii) references to a fiscal year, unless otherwise specified, shall be deemed to refer to the fiscal year of Pagaya Parent. (c) The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specified. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Except as provided Unless the context requires otherwise, (i) any reference herein to the contrary hereinany Person shall be construed to include such Person’s successors and assigns, (ii) unless otherwise specified, all accounting references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, and (iii) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. (d) The meanings given to terms used defined herein shall be interpreted equally applicable to both the singular and all accounting determinations hereunder plural forms of such terms. Whenever the context may require, any pronoun shall be made include the corresponding masculine, feminine and neuter forms. (e) Any reference in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). 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 Division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division Division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition sale or transfer, or similar term, as applicable, to, of or with a separate Person. Any division Division of a limited liability company shall constitute a separate Person hereunder under the Loan Documents (and each division Division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity) on the first date of its existence. In connection with any Division, if any asset, right, obligation or liability of any 56 #97570842v91 (f) For purposes of determining compliance at any time with Sections 7.2, 7.3, 7.5, 7.6 and 7.7 in the event that any Indebtedness, Lien, Restricted Payment, Investment or Disposition or portion thereof, as applicable, at any time meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Sections 7.2 (other than Sections 7.2(a) (in the case of Indebtedness incurred on the Closing Date), 7.2(b) and 7.2(e)), 7.3 (other than Section 7.3(b)), 7.5 (other than Section 7.5(g)(ii)), 7.6 and 7.7 (other than Section 7.7(a)(A)) (each of the foregoing, a “Reclassifiable Item”), the Borrower, in its sole discretion, may, from time to time, divide, classify or reclassify such Reclassifiable Item (or portion thereof) under one or more clauses within the same such Section and will only be required to include such Reclassifiable Item (or portion thereof) in any one category; provided that, upon delivery of any financial statements pursuant to Section 6.1(a) or (b) following the initial incurrence or making of any such Reclassifiable Item, if such Reclassifiable Item could, based on such financial statements, have been incurred or made in reliance on any “ratio-based” basket or exception (in the case of all other Reclassifiable Items), such Reclassifiable Item shall automatically be reclassified as having been incurred or made under the such “ratio-based” basket or exception, as applicable. It is understood and agreed that any Indebtedness, Lien, Restricted Payment, Investment, Disposition and/or Affiliate transaction need not be permitted solely by reference to one category of permitted Indebtedness, Lien, Restricted Payment, Investment, Disposition and/or Affiliate transaction under Sections 7.2, 7.3, 7.5, 7.6, 7.7 and 7.9, respectively, but may instead be permitted in part under any combination thereof or under any other available exception within the same Section. (g) Notwithstanding anything to the contrary herein, unless the Borrower otherwise notifies the Administrative Agent, with respect to any amount incurred or transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or financial test (any such amount, including any amount drawn under the Revolving Facility or any other permitted revolving facility and any cap expressed as a percentage of Consolidated Adjusted EBITDA, a “Fixed Amount”) substantially concurrently with any amount incurred or transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or financial test (any such amount, an “Incurrence-Based Amount”), it is understood and agreed that (i) the incurrence of the Incurrence-Based Amount shall be calculated first without giving effect to any Fixed Amount but giving full pro forma effect to the use of proceeds of such Fixed Amount and the related transactions and (ii) the incurrence of the Fixed Amount shall be calculated thereafter. Unless the Borrower elects otherwise, the Borrower shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrower prior to utilization of any amount under a Fixed Amount then available to the Borrower. (h) To the extent this Agreement or any other Loan Document permits the Administrative Agent (including at the direction of the Required Lenders) or any other Person to grant an extension of time for the performance of any covenant, duty or obligation hereunder or thereunder, such grant of extension may, in the discretion of the Administrative Agent or such other Person, be effective retroactively. (i) To the extent this Agreement or any other Loan Document permits or requires a Borrower or “the Borrower” to submit and/or execute a notice or any other document in connection with this Agreement, such submission and/or execution may be effected by the Administrative Borrower. 57 #97570842v91

Other Definitional and Interpretive Provisions. All terms defined in this Agreement shall be equally applicable to both the singular and plural forms of the defined terms. Unless the context otherwise requires, any reference to any law, rule or regulation (including, without limitation, all references to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assigns. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). 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 limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).. 136129539

Other Definitional and Interpretive Provisions. All Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (a) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Parent Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842)”. Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. Any reference herein to financial statements of the Parent Borrower shall be construed to include financial statements of the Parent Borrower or any Parent Entity whose financial statements satisfy the Parent Borrower’s reporting obligations under Subsection 7.1. (c) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the Closing Date, the components of such financial ratio or financial calculation shall be determined on a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, pro forma basis to give effect to the JDL AcquisitionTransactions as if itthey had occurred at the beginning of such four-quarter period; and each Person that is a Restricted Subsidiary upon giving effect to the Transactions shall be deemed to apply to be a division Restricted Subsidiary for purposes of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding components of such a division financial ratio or allocationfinancial calculation as of the beginning of such four-quarter period. (d) For purposes of this Agreement and any other Loan Document, (i) for periods ending on or prior to the Closing Date, references to the consolidated financial statements of the OpCo Borrower shall be to the Special Purpose Financial Statements and the financial statements of the OpCo Borrower as of and for the period ending October 31, 2013 (the “OpCo October 2013 Financial Statements”), as if it were the context requires, and (ii) in connection with (x) the Special Purpose Financial Statements, the OpCo October 2013 Financial Statements and the financial statements of the OpCo Borrower as of and for the period ending December 31, 2013 (together with the OpCo October 2013 Financial Statements, the “OpCo October/December 2013 Financial Statements”), (y) other financial statements to the extent they include comparisons to the Special Purpose Financial Statements or the OpCo October/December 2013 Financial Statements or (z) determining any financial ratio or making any financial calculation that includes a mergerperiod ending on or prior to December 31, transfer2013, consolidation, amalgamation, consolidation, assignment, sale, disposition references to GAAP shall in each case be deemed to be to GAAP except as set forth in the Basis of Presentation Agreement; provided that nothing in this clause (d) shall require the delivery of combined or transfer, consolidated financial statements or other similar term, as applicable, to, of materials for or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of respect to any limited liability company that is a SubsidiaryBorrower, joint venture or any other like term shall also constitute such a Person or entity)except as otherwise specifically required by this Agreement.

Other Definitional and Interpretive Provisions. All terms defined in this Agreement shall be equally applicable to both the singular and plural forms of the defined terms. Unless the context otherwise requires, any reference to any law, rule or regulation (including, without limitation, all references to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assigns. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). 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 limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Other Definitional and Interpretive Provisions. All (a) Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other SPV Investment Document or any certificate or other document made or delivered pursuant hereto. (b) As used herein and in any Notes and any other SPV Investment Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Subsidiaries not defined in subsection 1.1 and accounting terms partly defined in subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationsubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” if not expressly followed by such phrase or the phrase “but not limited to.” Except Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. Any reference herein to the financial statements (or any component thereof) of the Borrower shall be construed to include the financial statements (or the applicable component thereof) of the Borrower whose financial statements satisfy the Borrower’s reporting obligations under subsection 6. 1. With respect to any Default or Event of Default, the words “exists,” “is continuing” or similar expressions with respect thereto shall mean that such Default or Event of Default has occurred and has not yet been cured, waived or expired (in accordance with this Agreement). If any Default or Event of Default has occurred hereunder (any such Default or Event of Default, an “Initial Default”) and is subsequently cured or expired (a “Cured Default”), any other Default, Event of Default or failure of a condition precedent that resulted or may have resulted from (i) the making or deemed making of any representation or warranty by any Loan Party or (ii) the taking of any action by any Loan Party or any Subsidiary of any Loan Party that was prohibited hereunder solely as provided a result of the continuation of such Cured Default (and was not otherwise prohibited by this Agreement), in each case which subsequent Default, Event of Default or failure would not have arisen had the Cured Default not been continuing at the time of such representation, warranty, action or omission, shall be deemed to automatically be cured or satisfied, as applicable, upon, and simultaneously with, the cure of the Cured Default, so long as at the time of such representation, warranty or action, no Responsible Officer of the Borrower had knowledge of any such Initial Default. To the extent not already so notified, the Borrower will provide prompt written notice of any such automatic cure to the Lender after a Responsible Officer knows of the occurrence of any such automatic cure. (d) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the Closing Date, the components of such financial ratio or financial calculation shall be determined on a pro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period. (e) Notwithstanding anything to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (this Agreement or any other Financial Accounting Standard having SPV Investment Document, (i) the Borrower shall not be obligated to cause a similar result Designated Non-Guarantor to comply with a covenant under this Agreement or effect) any other SPV Investment Documents to value any Indebtedness or other liabilities the extent that such compliance would cause such Designated Non-Guarantor to violate the terms of the Company at “fair value” as defined therein. Notwithstanding anything Organizational Documents of such Designated Non-Guarantor or the contractual obligations of such Designated Non-Guarantor and (ii) no representation or warranty in this Agreement or any other Loan Document Documents as it applies to a Designated Non-Guarantor shall be deemed a misrepresentation to the contrary, all extent that the event or circumstance giving rise to such misrepresentation is caused by the terms of the Organizational Documents of such Designated Non-Guarantor or the contractual obligations of any Person that are such Designated Non-Guarantor. (f) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (g) For all purposes of this Agreement, except as otherwise expressly provided or would be characterized as operating lease obligations unless the context otherwise requires: (i) “or” is not exclusive; (ii) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP on the Amendment No. 1 Effective Date GAAP; and (whether or not such operating lease obligations were in effect on such dateiii) shall continue references to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfersections of, or similar termrules under, the Securities Act and Exchange Act, as applicable, shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time; provided, that notwithstanding anything else to the contrary, any change to the financial reporting adopted in connection with the Owl Rock Credit Facility shall apply to a division of or by a limited liability company, or an allocation of assets comparable reporting requirements in this Agreement unless such Owl Rock Credit Facility is no longer in effect and such reporting requirements are subsequently amended hereunder. (h) Any financial ratios required to a series of a limited liability company be maintained pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the unwinding appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a division rounding-up if there is no nearest number). (i) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition specified Default or transfer, or similar termEvent of Default, as applicable, tohas occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as (1) no Default, Event of Default or specified Default or Event of Default, as applicable, exists on the date (x) a definitive agreement for such Limited Condition Transaction is entered into or (y) irrevocable notice (or a notice that is revocable due to failure to satisfy a condition precedent contained in such notice) of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or preferred stock is given and (2) no LCT Blocking Default exists on the day of, or would result from the closing of such Limited Condition Transaction. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (i), and any Default, Event of Default or specified Default or Event of Default, as applicable, other than an LCT Blocking Default, occurs following the date (x) a definitive agreement for the applicable Limited Condition Transaction was entered into, or (y) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or preferred stock is given and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Default or Event of Default, as applicable, other than an LCT Blocking Default, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. (j) In connection with any action being taken in connection with a separate PersonLimited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement (including subsection 7.11) which requires the calculation of the Consolidated Net Leverage Ratio; (ii) testing baskets set forth in this Agreement; or (iii) any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or agreements contained in this Agreement; in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date (x) a definitive agreement for such Limited Condition Transaction is entered into or (y) irrevocable notice (or a notice that is revocable due to failure to satisfy a condition precedent contained in such notice) of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or preferred stock is given, as applicable (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters of the Borrower ending prior to the LCT Test Date for which consolidated financial statements of the Borrower have been delivered under subsection 6.1(a) or subsection 6.1(b), the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with; provided that Consolidated Interest Expense for purposes of the Consolidated EBITDA will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as determined by the Borrower in good faith, which determination shall be conclusive. Any division For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a limited liability company shall constitute result of fluctuations in any such ratio, basket or amount, including due to fluctuations in exchange rates or in Consolidated EBITDA of the Borrower or the Person subject to such Limited Condition Transaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such ratios, baskets or amounts will not be deemed to have been exceeded as a separate Person hereunder (and each division result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any limited liability company that ratio, basket or amount with respect to the Incurrence or discharge of Indebtedness or Liens, or the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower on or following the relevant LCT Test Date and prior to the earlier of the date on which (1) such Limited Condition Transaction is consummated, (2) the definitive agreement for, or firm offer in respect of, such Limited Condition Transaction (if an acquisition or investment) is terminated or expires without consummation of such Limited Condition Transaction or (3) such notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or preferred stock is revoked or expires without consummation, any such ratio, basket or amount shall be calculated on a Subsidiary, joint venture pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence or any other like term shall also constitute such a Person or entity)discharge of Indebtedness and Liens and the use of proceeds thereof) have been consummated.

Other Definitional and Interpretive Provisions. All Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Revolving Credit Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (a) As used herein and in any Revolving Credit Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Parent Guarantor and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842)”. Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. (c) Any financial ratios required to be maintained pursuant to this Agreement (or required to be satisfied in order for a mergerspecific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, transfercarrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (d) Any references in this Agreement to “cash and/or Cash Equivalents”, consolidation“cash, amalgamationCash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (e) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (f) The Borrowing Base shall be calculated without duplication, consolidationincluding without duplication of any reserves, assignmentitems that are otherwise addressed or excluded through eligibility criteria or items that are factored into the calculation of collection rates or collection percentages. (g) In connection with any action being taken in connection with a Limited Condition Acquisition, salefor purposes of determining compliance with any provision of this Agreement which requires that no Default, disposition Event of Default or transferSpecified Default, as applicable, has occurred, is continuing or similar termwould result from any such action, as applicable, such condition shall, at the option of the Borrower Representative, be deemed satisfied, so long as no Default, Event of Default or Specified Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Borrower Representative has exercised its option under the first sentence of this clause (g), and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. (h) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Fixed Charge Coverage Ratio (but not, for the avoidance of doubt, in determining compliance with the Payment Condition for any purpose hereunder); or (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets); in each case, at the option of the Borrower Representative (the Borrower Representative’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to apply be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition 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 had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for which consolidated financial statements of the Parent Guarantor are available, the Parent Guarantor could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower Representative has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a division result of fluctuations in any such ratio or by basket, including due to fluctuations in Consolidated Adjusted EBITDA or Consolidated Total Assets of the Parent Guarantor or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a limited liability companyresult of such fluctuations. If the Borrower Representative has made an LCA Election for any Limited Condition Acquisition, in connection with the calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or an allocation the making of Restricted Payments, Asset Sales, mergers, the conveyance, lease or other transfer of all or substantially all of the assets to a series of a limited liability company (the Parent Guarantor or the unwinding designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, any such ratio or basket shall be calculated on a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of or with a separate Person. Any division Indebtedness and the use of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)proceeds thereof) have been consummated.

Other Definitional and Interpretive Provisions. All (a) Unless ---------------------------------------------- otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto. (b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Fox/Liberty Group Members not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (c) Any pro forma calculation of the Leverage Ratio, the Fixed Charge --- ----- Coverage Ratio or the Interest Coverage Ratio shall be made as of the last day of, or in respect of, as the case may be, the most recent period of four consecutive fiscal quarters for which the financial information has been delivered pursuant to Section 5.1(c). For the purposes of making pro forma --- ----- calculations of the Fixed Charge Coverage Ratio and the Interest Coverage Ratio in respect of any transaction involving the Incurrence of Indebtedness, such calculations shall be made under the assumption that such Indebtedness was Incurred on the first day of the period for which such ratio is being calculated. (d) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. (e) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (f) For the defined terms. Unless the context otherwise requirespurposes of Sections 3, 5, 6 and 7, any reference action or failure to act on the part of a Joint Venture shall be disregarded to the extent that the Borrower Control Parties (as defined below) did not have the ability to prevent, or to cause to be taken, as the case may be, such action or failure to act, pursuant to veto or approval rights granted to any law, rule or regulation (including, without limitation, all references to any Rule) or agreement shall be construed as a reference Borrower Control Party pursuant to the same as it may from time Organizational Documents relating to time be amendedsuch Joint Venture. For the purposes of Section 3, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein representations and warranties relating to any Person Joint Ventures shall be construed to include such Person’s successors and assigns. The words “include,” “includes” and “including” shall in each case be deemed to be followed by the phrase “without limitation.” Except as provided given only to the contrary hereinextent of the actual knowledge of the Borrower. For the purposes of historical financial calculations made in determining Combined Total Debt, all accounting terms used herein shall be interpreted Total Fixed Charges, Total Interest Expense and all accounting determinations hereunder shall be made the amount described in clause (b) of the definition of Combined Excess Cash Flow, the amounts referred to in such definitions (to the extent not disregarded in accordance with GAAP. Notwithstanding any other provision contained hereinthe first sentence of this paragraph) reflecting amounts owing, all computations of amounts and ratios referred to in Section 7.7 or expenditures made, solely by a particular Joint Venture shall be made without giving effect to any election under Statement disregarded unless a Restricted Group Control Member is liable for (either contractually or by operation of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrarylaw, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall beincluding, except in the case of any a Shell Company, in a direct or indirect general partner capacity), or financed the making of, such obligations not in effect on amounts or expenditures. For the Amendment No. 1 Effective Date) accounted for as operating lease obligations purposes of this paragraph (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documentsf), regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect "Borrower Control Party" refers to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). 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 limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture Borrower or any of its Subsidiaries or Affiliates or any of their respective officers, members or other like term shall also constitute such a Person or entity)representatives.

Other Definitional and Interpretive Provisions. All Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (a) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Parent and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842)”. Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. Any reference herein to the financial statements (or any component thereof) of the Parent shall be construed to include the financial statements (or the applicable component thereof) of any Parent Entity whose financial statements satisfy the Parent’s financial reporting obligations under Subsection 7.1. (c) Financial ratios and other financial calculations pursuant to this Agreement, including calculations pursuant to Subsection 8.1 shall, following any transaction described in the definition of “Pro Forma Basis,” be calculated on a mergerPro Forma Basis until the completion of four full Fiscal Quarters following such transaction (and shall also be subject to clause (d) below to the extent applicable). (d) Any financial ratios required to be maintained pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, transfercarrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (e) Any references in this Agreement to “cash and/or Cash Equivalents”, consolidation“cash, amalgamationCash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (f) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (g) The Borrowing Base shall be calculated without duplication, consolidationincluding without duplication of any reserves, assignmentitems that are otherwise addressed or excluded through eligibility criteria or items that are factored into the calculation of collection rates or collection percentages. (h) In connection with any action being taken in connection with a Limited Condition Transaction, salefor purposes of determining compliance with any provision of this Agreement which requires that no Default, disposition Event of Default or transferSpecified Default, as applicable, has occurred, is continuing or similar termwould result from any such action, as applicable, such condition shall, at the option of the Borrower Representative, be deemed satisfied, so long as no Default, Event of Default or Specified Default, as applicable, exists on the date (x) the definitive agreements for such Limited Condition Transaction are entered into or (y) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness or preferred stock is given. For the avoidance of doubt, if the Borrower Representative has exercised its option under the first sentence of this clause (j), and any Default, Event of Default or Specified Default occurs following the date (x) the definitive agreements for the applicable Limited Condition Transaction were entered into or (y) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness or preferred stock is given and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or Specified Default, as applicable, shall be deemed to apply not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. (i) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Fixed Charge Coverage Ratio or the Consolidated Secured Leverage Ratio (as defined in the Term Loan Credit Agreement) (but not, for the avoidance of doubt, in determining compliance with the Payment Condition for any purpose hereunder); or (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets, Four Quarter EBITDA or Consolidated Four Quarter EBITDA (as defined in the Term Loan Credit Agreement)); in each case, at the option of the Borrower Representative (the Borrower Representative’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the (x) definitive agreements for such Limited Condition Transaction are entered into or (y) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness or preferred stock is given (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Parent are available, the Parent could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower Representative has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a division result of fluctuations in any such ratio or by basket, including due to fluctuations in EBITDA or Consolidated Total Assets of the Parent or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a limited liability companyresult of such fluctuations. If the Borrower Representative has made an LCT Election for any Limited Condition Transaction, in connection with the calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or an allocation the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets to a series of a limited liability company (the Parent or the unwinding designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated, any such ratio or basket shall be calculated on a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of or with a separate Person. Any division Indebtedness and the use of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)proceeds thereof) have been consummated.

Other Definitional and Interpretive Provisions. All (a) Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (b) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Parent Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided ”. Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. Any reference herein to the contrary hereinfinancial statements (or any component thereof) of the Parent Borrower shall be construed to include the financial statements (or the applicable component thereof) of the Parent Borrower or any Parent Entity or IPO Vehicle whose financial statements satisfy the Parent Borrower’s financial reporting obligations under Subsection 7. 1. With respect to any Default or Event of Default, all accounting the words “exists,” “is continuing” or similar expressions with respect thereto shall mean that such Default or Event of Default has occurred and has not yet been cured or waived. If any Default or Event of Default has occurred hereunder (any such Default or Event of Default, an “Initial Default”) and is subsequently cured (a “Cured Default”), any other Default, Event of Default or failure of a condition precedent that resulted or may have resulted from (i) the making or deemed making of any representation or warranty by any Loan Party or (ii) any act or omission by any Loan Party or any Subsidiary of any Loan Party, in each case which subsequent Default, Event of Default or failure would not have arisen had the Cured Default not been continuing at the time of such representation, warranty, action or omission, shall be deemed to automatically be cured or satisfied, as applicable, upon, and simultaneously with, the cure of the Cured Default, so long as at the time of such representation, warranty, action or omission, no Responsible Officer of the Parent Borrower had knowledge of any such Initial Default. To the extent not already so notified, the Parent Borrower will provide prompt written notice of any such automatic cure to the Administrative Agent after a Responsible Officer of the Parent Borrower knows of the occurrence of any such automatic cure. Any time period in this Agreement to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction to the extent such actual or alleged Default or Event of Default is the subject of litigation. (d) Financial ratios and other financial calculations pursuant to this Agreement, including calculations pursuant to Subsection 8.1 shall, following any transaction described in the definition of “Pro Forma Basis,” be calculated on a Pro Forma Basis until the completion of four full Fiscal Quarters following such transaction (and shall also be subject to clause (e) below to the extent applicable). (e) For purposes of determining any financial ratio or making any financial calculation for any Fiscal Quarter (or portion thereof) ending prior to the Closing Date (other than the calculation of Consolidated Interest Expense, as and to the extent set forth in the definition thereof), the components of such financial ratio or financial calculation shall be determined on a pro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four Fiscal Quarter period; and each Person that is a Restricted Subsidiary of the Parent Borrower upon giving effect to the Transactions shall be deemed to be a Restricted Subsidiary for purposes of the components of such financial ratio or financial calculation as of the beginning of such four Fiscal Quarter period. (f) For purposes of this Agreement and any other Loan Document, for periods ending on or prior to the Closing Date, references to the consolidated financial statements of the Parent Borrower (or any Parent Entity or IPO Vehicle) shall be to the combined financial statements of the Waterworks Business, with pro forma effect being given to the Transactions (with Subsidiaries of the Waterworks Business that are Subsidiaries of the Parent Borrower after giving effect to the Transactions being deemed Subsidiaries of the Parent Borrower), as the context may require, provided that nothing in this clause (f) shall require the delivery of combined or consolidated financial statements or other similar materials for or with respect to the Waterworks Business, except as otherwise specifically required by this Agreement. (g) Any financial ratios required to be maintained pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (h) Any references in this Agreement to “cash and/or Cash Equivalents”, “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (i) The meanings given to terms used defined herein shall be interpreted equally applicable to both the singular and all accounting determinations hereunder plural forms of such terms. (j) The Borrowing Base shall be made calculated without duplication, including without duplication of any reserves, items that are otherwise addressed or excluded through eligibility criteria or items that are factored into the calculation of collection rates or collection percentages. (k) In connection with any action being taken in accordance connection with GAAP. Notwithstanding a Limited Condition Transaction, for purposes of determining compliance with any other provision contained hereinof this Agreement, all computations including any provision which requires that no Default, Event of amounts Default, Specified Default or specified Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower Representative, be deemed satisfied, so long as no Default, Event of Default or Specified Default, as applicable, exists on the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 Mergers (or any equivalent thereof under the laws, rules or regulations in any other Financial Accounting Standard having applicable jurisdiction) applies, on which a similar result “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or effectthe equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Capital Stock or Preferred Stock is given. For the avoidance of doubt, if the Borrower Representative has exercised its option under the first sentence of this clause (k), and any Default, Event of Default, Specified Default or specified Default or Event of Default, as applicable, occurs following the date (x) a definitive agreement for the applicable Limited Condition Transaction was entered into, (y) in connection with an acquisition to value which the United Kingdom City Code on Takeovers and Mergers (or any Indebtedness equivalent thereof under the laws, rules or regulations in any other liabilities applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Capital Stock or Preferred Stock is given, and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default, Specified Default or specified Default or Event of Default as applicable, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. (l) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Company at “fair value” Consolidated Fixed Charge Coverage Ratio, the Consolidated Secured Leverage Ratio (as defined therein. Notwithstanding anything in the Term Loan Credit Agreement) or the Consolidated Total Leverage Ratio (as defined in the Term Loan Credit Agreement) (but not, for the avoidance of doubt, in determining compliance with the Payment Condition for any purpose hereunder) or any other financial measure; (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Tangible Assets or Four Quarter Consolidated EBITDA (as defined herein or in the Term Loan Credit Agreement)); or (iii) any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or agreements contained in this Agreement; in each case, at the option of the Borrower Representative (the Borrower Representative’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Capital Stock or Preferred Stock is given, as applicable (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive Fiscal Quarters of the Parent Borrower ending prior to the LCT Test Date for which consolidated financial statements of the Parent Borrower (or, as applicable, any Parent Entity or IPO Vehicle) are available, the Parent Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with; provided that (a) if financial statements for one or more subsequent Fiscal Quarters or Fiscal Years shall have been delivered pursuant to Subsection 7.1(a) or 7.1(b), the Parent Borrower may elect, in its sole discretion, to re-determine all such ratios, baskets or amounts on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, baskets or amounts and (b) except as contemplated in the foregoing clause (a), compliance with such ratios, baskets or amounts (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof). For purposes of determining compliance with any ratio, basket or amount on the applicable LCT Test Date, Consolidated Interest Expense for purposes of the Consolidated Fixed Charge Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as determined by the Parent Borrower in good faith, which determination shall be conclusive. For the avoidance of doubt, if the Borrower Representative has made an LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in exchange rates or in Consolidated EBITDA or Consolidated Tangible Assets of the Parent Borrower or the Person subject to such Limited Condition Transaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such ratios, baskets or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Representative has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket or amount with respect to the Incurrence or Discharge of Indebtedness or Liens, or the making of Restricted Payments, Asset Sales, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Parent Borrower or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which (1) such Limited Condition Transaction is consummated, (2) the definitive agreement for, or firm offer in respect of, such Limited Condition Transaction (if an acquisition or investment) is terminated or expires without consummation of such Limited Condition Transaction or (3) such notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Capital Stock or Preferred Stock is revoked or expires without consummation, any such ratio, basket or amount shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) have been consummated. (m) Any reference herein or in any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such datei) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). 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 limited liability companycompany or a limited partnership, or an allocation of assets to a series of a limited liability company or a limited partnership (or the unwinding of such collectively, a division or allocation“Division”), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition sale or transfer, or similar term, as applicable, to, of or with to a separate Person. Any , and (ii) a merger, consolidation, amalgamation or consolidation, or similar term, shall be deemed to apply to the division of or by a limited liability company or a limited partnership, or an allocation of assets to a series of a limited liability company shall constitute or a limited partnership, or the unwinding of such a division or allocation, as if it were a merger, consolidation, amalgamation or consolidation or similar term, as applicable, with a separate Person, and such new Person hereunder (and each division shall be deemed to have been organized on the first date of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute its existence by the holders of its Capital Stock at such a Person or entity)time.

Other Definitional and Interpretive Provisions. All Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (a) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842)”. Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. Any reference herein to financial statements of the Borrower shall be construed to include financial statements of the Borrower or any Parent Entity whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1. (c) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the Closing Date, the components of such financial ratio or financial calculation shall be determined on a mergerpro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period; and each Person that is a Restricted Subsidiary upon giving effect to the Transactions shall be deemed to be a Restricted Subsidiary for purposes of the components of such financial ratio or financial calculation as of the beginning of such four-quarter period. (d) For purposes of determining compliance with any Section of Article VIII, transferin the event that any Lien, consolidationInvestment, amalgamationIndebtedness, consolidationAsset Sale, assignmentRestricted Payment, saletransactions with Affiliates, disposition or transfercontractual obligation, or prepayment of Indebtedness meets the criteria of one or more of the categories of transactions permitted pursuant to any clause of such Sections, such transaction (or portion thereof) at any time, shall be permitted under one or more of such clauses as determined by the Borrower in its sole discretion at such time and the Borrower may reclassify such transaction across such clauses in its sole discretion at any time. Unless the Borrower elects otherwise, compliance with any Section of Article VIII shall be deemed to be first incurred pursuant to a basket or exception based on a financial ratio prior to being applied to a basket or exception based on a fixed Dollar amount. (e) Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (f) Any references in this Agreement to “cash and/or Cash Equivalents”, “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar termcombination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (g) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (h) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (h), and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. (i) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated First Lien Leverage Ratio, Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio; or (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to apply be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition 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 had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a division result of fluctuations in any such ratio or by basket, including due to fluctuations in Consolidated EBITDA of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a limited liability companyresult of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or an allocation the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets to a series of a limited liability company (the Borrower or the unwinding designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any Incurrence of or with a separate Person. Any division Indebtedness and the use of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)proceeds thereof) have been consummated.

Other Definitional and Interpretive Provisions. All (a) Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (b) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided Any reference herein to the contrary herein, all accounting terms used herein any Person shall be interpreted construed to include such Person’s successors and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842)assigns permitted hereunder. Any reference herein to a mergerthe financial statements (or any component thereof) of the Borrower shall be construed to include the financial statements (or the applicable component thereof) of the Borrower or any Parent Entity whose financial statements satisfy the Borrower’s reporting obligations under Subsection 7.1. With respect to any Default or Event of Default, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, the words “exists,” “is continuing” or similar termexpressions with respect thereto shall mean that such Default or Event of Default has occurred and has not yet been cured or waived. If any Default or Event of Default has occurred hereunder (any such Default or Event of Default, an “Initial Default”) and is subsequently cured (a “Cured Default”), any other Default or Event of Default that resulted from (i) the making or deemed making of any representation or warranty by any Loan Party or (ii) the taking of any action by any Loan Party or any Subsidiary of any Loan Party that was prohibited hereunder solely as a result of the continuation of such Cured Default (and was not otherwise prohibited by this Agreement), in each case which subsequent Default or Event of Default would not have arisen had the Cured Default not been continuing at the time of such representation, warranty or action, shall be deemed to apply automatically be cured upon, and simultaneously with, the cure of the Cured Default, so long as at the time of such representation, warranty or action, no Responsible Officer of the Borrower had knowledge of any such Initial Default. To the extent not already so notified, the Borrower will provide prompt written notice of any such automatic cure to the Administrative Agent after a division Responsible Officer of the Borrower knows of the occurrence of any such automatic cure. (d) For purposes of determining any financial ratio or by a limited liability company, or an allocation of assets to a series of a limited liability company making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the unwinding Closing Date, the components of such financial ratio or financial calculation shall be determined on a division pro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period; and each Person that is a Restricted Subsidiary upon giving effect to the Transactions shall be deemed to be a Restricted Subsidiary for purposes of the components of such financial ratio or allocationfinancial calculation as of the beginning of such four-quarter period. (e) For purposes of this Agreement for periods ending on or prior to the Closing Date, references to the consolidated financial statements of the Borrower (or any Parent Entity) shall be to the consolidated financial statements of Ply Gem Holdings and the consolidated financial statements of Atrium Corporation, with pro forma effect being given to the Transactions (with Ply Gem Holdings, Atrium Corporation and their respective Subsidiaries that are Subsidiaries of the Borrower after giving effect to the Transactions being deemed Subsidiaries of the Borrower), as the context may require, provided that nothing in this clause (e) shall require the delivery of combined or consolidated financial statements or other similar materials for or with respect to the Ply Gem Business or the Atrium Business, except as otherwise specifically required by this Agreement. (f) Any financial ratios required to be maintained pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if it were there is no nearest number). (g) Any references in this Agreement to “cash and/or Cash Equivalents”, “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (h) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (i) In connection with any action being taken in connection with a mergerLimited Condition Transaction, transferfor purposes of determining compliance with any provision of this Agreement which requires that no Default, consolidation, amalgamation, consolidation, assignment, sale, disposition Event of Default or transfer, specified Default or similar termEvent of Default, as applicable, tohas occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Default or Event of Default, as applicable, exists on the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (i), and any Default, Event of Default or specified Default or Event of Default, as applicable, occurs following the date (x) a definitive agreement for the applicable Limited Condition Transaction was entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Default or Event of Default, as applicable, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. (j) In connection with any action being taken in connection with a separate Person. Any division Limited Condition Transaction, for purposes of: (i.) determining compliance with any provision of a limited liability company shall constitute a separate Person hereunder (and each division this Agreement which requires the calculation of any limited liability company that is a Subsidiarythe Consolidated Coverage Ratio, joint venture the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio or any other like term shall also constitute such a Person or entity).financial measure;

Other Definitional and Interpretive Provisions. All Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (a) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (b) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. (c) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the Closing Date, the components of such financial ratio or financial calculation shall be determined on a mergerpro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period. (d) [Reserved]. (e) Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, transfercarrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if there is no nearest number). (f) Any references in this Agreement to “cash and/or Cash Equivalents”, consolidation“cash, amalgamationCash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (g) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (h) In connection with any action being taken in connection with a Limited Condition Acquisition, consolidationfor purposes of determining compliance with any provision of this Agreement which requires that no Default, assignmentEvent of Default or specified Event of Default, saleas applicable, disposition has occurred, is continuing or transferwould result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or similar termspecified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (h), and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. (i) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Coverage Ratio, the Consolidated First Lien Leverage Ratio, Consolidated Total Secured Leverage Ratio or the Consolidated Total Leverage Ratio; or (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to apply be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition 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 had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a division result of fluctuations in any such ratio or by basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a limited liability companyresult of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or an allocation the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets to a series of a limited liability company (the Borrower or the unwinding designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any Incurrence of or with a separate Person. Any division Indebtedness and the use of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)proceeds thereof) have been consummated.

Other Definitional and Interpretive Provisions. All Unless otherwise specified therein, all terms defined in this Agreement shall be equally applicable to both the singular and plural forms of have the defined terms. Unless the context otherwise requiresmeanings when used in any Notes, any reference other Loan Document or any certificate or other document made or delivered pursuant hereto. (a) As used herein and in any Notes and any other Loan Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Parent Borrower and its Restricted Subsidiaries not defined in Subsection 1.1 and accounting terms partly defined in Subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any lawparticular provision of this Agreement, rule or regulation (includingand Section, without limitationSubsection, all Schedule and Exhibit references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Except as provided Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder. (c) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof) ending prior to the contrary hereinClosing Date, all accounting terms used herein the components of such financial ratio or financial calculation shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred determined on a pro forma basis to in Section 7.7 shall be made without giving give effect to any election under Statement the Transactions as if they had occurred at the beginning of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, all obligations of any such four-quarter period; and each Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on is a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without Restricted Subsidiary upon giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, Transactions shall be deemed to apply to be a division Restricted Subsidiary for purposes of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding components of such a division financial ratio or allocation)financial calculation as of the beginning of such four-quarter period. (d) For purposes of this Agreement for periods ending on or prior to the Closing Date, references to the consolidated financial statements of the Parent Borrower shall be to the consolidated financial statements of the Company, as the context may require, provided that nothing in this clause (d) shall require the delivery of combined or consolidated financial statements or other similar materials for or with respect to the Company, except as otherwise specifically required by this Agreement. (e) Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (rounding up if it were there is no nearest number). (f) Any references in this Agreement to “cash and/or Cash Equivalents,” “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated therein. (g) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (h) In connection with any action being taken in connection with a mergerLimited Condition Acquisition, transferincluding any Extension of Credit in connection therewith: (i) for purposes of determining compliance with any provision of this Agreement which requires that no Default, consolidation, amalgamation, consolidation, assignment, sale, disposition Event of Default or transfer, or similar termspecified Event of Default, as applicable, tohas occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower Representative, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Borrower Representative has exercised its option under the first sentence of this clause (h), and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that such Limited Condition Acquisition is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity)permitted hereunder.

Other Definitional and Interpretive Provisions. All terms defined If the last day of such period is a day other than a Business Day, the period in question will end on the next succeeding Business Day. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall be equally applicable will refer to both this Agreement as a whole (including the singular Exhibits hereto and plural forms of the defined terms. Unless the context otherwise requires, any reference Company Disclosure Letter which are incorporated herein and made a part hereof) and not to any lawparticular provision of this Agreement, rule or regulation (includingand all Article, without limitation, all Section and Exhibit and the Company Disclosure Letter references are to any Rule) or agreement shall be construed as a reference to the same as it may from time to time be amended, modified, supplemented or replaced. Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assignsthis Agreement unless otherwise specified. The words “include,” “includes” and “including” shall will be deemed to be followed by the phrase “without limitation.” The word “extent” in the phrase “to the extent” will mean the degree to which a subject or other theory extends and such phrase will not mean “if.” The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun will include the corresponding masculine, feminine and neuter forms. Except as otherwise expressly provided to the contrary herein, all accounting references to “dollars” or “$” will be deemed references to the lawful money of the United States of America. The word “or” is not exclusive, unless the context otherwise requires. Any capitalized terms used herein shall in any Exhibit or the Company Disclosure Letter but not otherwise defined therein will have the meaning as defined in this Agreement. An item arising with respect to a specific representation or warranty will be interpreted and all accounting determinations hereunder shall deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation or (b) such item is otherwise set forth or reflected on the balance sheet or financial statements. The phrase “made available” or similar words, when used in accordance with GAAP. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 7.7 shall be made without giving effect reference to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness documents or other liabilities information made available to Parent or its representatives, will be deemed to mean that such documents or other information were uploaded to and made available to Parent and its representatives in the on-line data room hosted on behalf of the Company at “fair value” as defined therein. Notwithstanding anything in this Agreement or any other Loan Document least one Business Day prior to the contrary, date hereof (as evidenced by DVDs or CD-ROMs imprinted with all obligations of any Person that are such documents or would be characterized as operating lease obligations in accordance with GAAP on information and delivered by the Amendment No. 1 Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue Company to be (or shall be, in the case of any such obligations not in effect on the Amendment No. 1 Effective Date) accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for all purposes under this Agreement and the other Loan Documents, regardless of any change in GAAP Parent promptly following the Amendment No. 1 Effective Date that would otherwise require such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842). 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 limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entitydate hereof).