For purposes of determining pro forma compliance with the Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio or any other basket based on Consolidated EBITDA, or whether a Default or an Event of Default has occurred and is continuing (including in the case of the funding of an Incremental Tranche, but excluding in the case of the funding of an Incremental Revolving Commitment), in connection with the consummation of any acquisition or investment not prohibited hereunder that a Loan Party or a Subsidiary is contractually committed to consummate (it being understood that such commitment may be subject to conditions precedent, which conditions precedent may be amended or waived in accordance with the terms of the applicable agreement, so long as after giving effect thereto, such acquisition or investment would not be prohibited under the Loan Documents) and whose consummation is not conditioned on the availability of, or on obtaining, third party financing (or which cannot be terminated by such Loan Party or such Subsidiary without incurrence of a material payment or fee (any such acquisition or investment, a “Limited Condition Transaction”), the date of determination shall, at the option of the Lead Borrower, be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), and such determination shall be made on the basis of financial information available as of the LCT Test Date and if, immediately after giving pro forma effect to such Limited Condition Transaction and the other transactions related thereto to be entered into in connection therewith (including any incurrence of indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable test period ending on the LCT Test Date, such Loan Party could have consummated such Limited Condition Transaction and such other transactions on the relevant LCT Test Date in compliance with such ratio, test or basket, then such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if any of such ratios or amounts are exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrowers or the person subject to such Limited Condition Transaction), at or prior to the consummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if a Borrower makes such election, then in connection with any calculation of any ratio, test or basket availability with respect to any transaction following the relevant LCT Test Date and prior to the earliest of the date on which such Limited Condition Transaction is consummated, the 120th day following the signing of the definitive agreement for such Limited Condition Transaction and the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of indebtedness and the use of proceeds thereof) have been consummated.

For purposes of determining pro forma compliance with the Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio or any other basket based on Consolidated EBITDA, or whether a Default or an Event of Default has occurred and is continuing (including in the case of the funding of an Incremental Tranche, but excluding in the case of the funding of an Incremental Revolving Commitment[[Holdings:Organization]], in connection with the consummation of any acquisition or investment not prohibited hereunder that a Loan Party or a Subsidiary is contractually committed to consummate (it being understood that such commitment may be subject to conditions precedent, which conditions precedent may be amended or waived in accordance with the terms of the applicable agreement, so long as after giving effect thereto, such acquisition or investment would not be prohibited under the Loan Documents[[Holdings:Organization]] and whose consummation is not conditioned on the availability of, or on obtaining, third party financing (or which cannot be terminated by such Loan Party or such Subsidiary without incurrence of a material payment or fee (any such acquisition or investment, a “Limited Condition Transaction”), the date of determination shall, at the option of the Lead Borrower, be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), and such determination shall be made on the basis of financial information available as of the LCT Test Date and if, immediately after giving pro forma effect to such Limited Condition Transaction and the other transactions related thereto to be entered into in connection therewith (including any incurrence of indebtedness and the use of proceeds thereof[[Holdings:Organization]] as if they occurred at the beginning of the applicable test period ending on the LCT Test Date, such Loan Party could have consummated such Limited Condition Transaction and such other transactions on the relevant LCT Test Date in compliance with such ratio, test or basket, then such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if any of such ratios or amounts are exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrowers or the person subject to such Limited Condition Transaction[[Holdings:Organization]], at or prior to the consummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if a Borrower makes such election, then in connection with any calculation of any ratio, test or basket availability with respect to any transaction following the relevant LCT Test Date and prior to the earliest of the date on which such Limited Condition Transaction is consummated, the 120th day following the signing of the definitive agreement for such Limited Condition Transaction and the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of indebtedness and the use of proceeds thereof[[Holdings:Organization]] have been consummated.

Limited Condition Transactions. For purposes of # determining compliance with any provision of this Agreement which requires the calculation of the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio or the Fixed Charge Coverage Ratio, # testing availability under any basket (including any basket measured as a percentage of Consolidated EBITDA or Consolidated Total Assets) or # determining compliance with the accuracy of any representations and warranties or the absence of any Default or Event of Default, in each case, in connection with a Limited Condition Transaction, if Holdings makes an LCA Election, the date of determination for calculation of any such ratios or baskets shall be deemed to be the LCA 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 test period ending prior to the LCA Test Date, Holdings or any Restricted Subsidiary 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

For purposes of determining pro forma compliance with the Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio or any other basket based on Consolidated EBITDA, or whether a Default or an Event of Default has occurred and is continuing (including in the case of the funding of an Incremental Tranche, but excluding in the case of the funding of an Incremental Revolving Commitment), in connection with the consummation of any acquisition or investment not prohibited hereunder that a Loan Party or a Subsidiary is contractually committed to consummate (it being understood that such commitment may be subject to conditions precedent, which conditions precedent may be amended or waived in accordance with the terms of the applicable agreement, so long as after giving effect thereto, such acquisition or investment would not be prohibited under the Loan Documents) and whose consummation is not conditioned on the availability of, or on obtaining, third party financing (or which cannot be terminated by such Loan Party or such Subsidiary without incurrence of a material payment or fee (any such acquisition or investment, a “Limited Condition Transaction”), the date of determination shall, at the option of the Lead Borrower, be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), and such determination shall be made on the basis of financial information available as of the LCT Test Date and if, immediately after giving pro forma effect to such Limited Condition Transaction and the other transactions related thereto to be entered into in connection therewith (including any incurrence of indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable test period ending on the LCT Test Date, such Loan Party could have consummated such Limited Condition Transaction and such other transactions on the relevant LCT Test Date in compliance with such ratio, test or basket, then such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if any of such ratios or amounts are exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrowers or the person subject to such Limited Condition Transaction), at or prior to the consummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if a Borrower makes such election, then in connection with any calculation of any ratio, test or basket availability with respect to any transaction following the relevant LCT Test Date and prior to the earliest of the date on which such Limited Condition Transaction is consummated, the 120th day following the signing of the definitive agreement for such Limited Condition Transaction and the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require # compliance with any basket, financial ratio or test (including any Consolidated Net Leverage Ratio test, any Consolidated Net Secured Leverage Ratio test or any Consolidated Net Interest Coverage Ratio test), # the absence of a Default or an Event of Default, or # a determination as to accuracy of the representations and warranties contained in this Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, in each case in connection with the consummation of a Limited Condition Acquisition, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, # on the date of the execution of the definitive agreement with respect to such Limited Condition Acquisition (such date, the “LCA Test Date”), or # on the date on which such Limited Condition Acquisition is consummated, in either case, after giving effect to the relevant Limited Condition Acquisition and any related transaction to occur in connection therewith on a Pro Forma Basis; provided that notwithstanding the foregoing, in connection with any Limited Condition Acquisition: # the condition set forth in [clause (c)] of the proviso to the definition of Permitted Acquisition shall be satisfied if # no Default or Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, and # no Specified Event of Default shall have occurred and be continuing at the time of consummation of such Limited Condition Acquisition; # if the proceeds of an Incremental Term Loan or an Incremental Add-on Term Loan are being used to finance such Limited Condition Acquisition, then # the condition set forth in [clause (iii)] of the proviso to [Section 2.01(c)] and [Section 5.02(a)] shall be required to be satisfied at the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Loan Facility or Incremental Add-on Term Loan Facility, as applicable, but, if the Incremental Term Loan Lenders providing such Incremental Term Loans or the Incremental Add-on Term Loan Lenders providing such Incremental Add-on Term Loans, as applicable, so agree, the representations and warranties which must be accurate at the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Loan Facility or such Incremental Add-on Term Loan Facility, as applicable, may be limited to customary “specified representations”, customary “specified purchase agreement representations” and such other representations and warranties as may be required by such Incremental Term Loan Lenders or such Incremental Add-on Term Loan Lenders, and # the condition set forth in [clause (ii)] of the proviso to [Section 2.01(c)] and [Section 5.02(b)] shall, if and to the extent the Incremental Term Loan Lenders providing such Incremental Term Loan Facility or the Incremental Add-on Term Loan Lenders providing such Incremental Add-on Term Loan Facility, as applicable, so agree, be satisfied if # no Default or Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, and # no Specified Event of Default shall have occurred and be continuing at the time of the funding of such Incremental Term Loan Facility or such Incremental Add-on Term Loan Facility, as applicable, in connection with the consummation of such Limited Condition Acquisition; and # such Limited Condition Acquisition and the related Indebtedness to be incurred in connection therewith and the use of proceeds thereof shall be deemed incurred and/or applied at the LCA Test Date (until such time as the Indebtedness is actually incurred or the applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition) and outstanding thereafter for purposes of determining compliance on a Pro Forma Basis (other than for purposes of determining compliance on a Pro Forma Basis in connection with the making of any Restricted Payment) with any financial ratio or test (including any Consolidated Net Leverage Ratio test, any Consolidated Net Secured Leverage Ratio test, any Consolidated Net Interest Coverage Ratio test, or any calculation of the financial covenants set forth in [Section 8.11]) (it being understood and agreed that for purposes of determining compliance on a Pro Forma Basis in connection with the making of any Restricted Payment, the Borrower shall demonstrate compliance with the applicable test both after giving effect to the applicable Limited Condition Acquisition and assuming that such transaction had not occurred). For the avoidance of doubt, if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter exceeded or otherwise failed to have been complied with as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios or amounts will not be deemed to have been exceeded or failed to be complied with as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Acquisition is permitted to be consummated or taken. Except as set forth in [clause (2)] in the proviso to the first sentence in this [Section 1.03(e)] in connection with the use of the proceeds of an Incremental Term Loan or an Incremental Add-on Term Loan to finance a Limited Condition Acquisition (and, in the case of such [clause (2)], only if and to the extent the Incremental Term Loan Lenders for such Incremental Term Loan Facility or the Incremental Add-on Term Loan Lenders for such Incremental Add-on Term Loan Facility, as applicable, so agree as provided in such [clause (2)]), it is understood and agreed that this [Section 1.03(e)] shall not limit the conditions set forth in [Section 5.02] with respect to any proposed Credit Extension, in connection with a Limited Condition Acquisition or otherwise.

Notwithstanding anything in this Agreement or any Loan Document to the contrary, in connection with any action being taken in connection with a Limited Condition Transaction, when determining compliance with any provision of this Agreement which requires that # no Default or Event of Default has occurred, is continuing or would result therefrom in connection with the consummation of any Limited Condition Transaction or # the Payment Conditions shall have been satisfied either immediately prior to, or after giving effect on a Pro Forma Basis to, any Limited Condition Transaction, in each case under the [foregoing clauses (i) and (ii)])], the date of determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or whether the Payment Conditions have been satisfied (or will be satisfied on a Pro Forma Basis after giving effect to such Limited Condition Transaction) may, at the option of [[Revolve Group:Organization]] (in its sole discretion) ([[Revolve Group:Organization]]’s election to exercise such option, an “LCT Election”), be deemed to be the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction are entered into or, in the case of any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, or any Restricted Payment, the date on which notice with respect to such Limited Condition Transactions is sent or the date on which such Restricted Payment is declared, as applicable (such date, the “LCT Test Date”) and, subject to the other provisions of this [Section 1.03(d)], if, after giving effect to the Limited Condition Transaction on a Pro Forma Basis, any incurrence, issuance and/or repayment of Indebtedness or other transaction in connection therewith and any actions or transactions related thereto, the Borrower or its Subsidiaries, as applicable, would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date, any requirement that # no Default or Event of Default has occurred, is continuing or would result therefrom in connection with the consummation of any Limited Condition Transaction or # the Payment Conditions shall have been satisfied either immediately prior to, or after giving effect on DB1/ 118785215.8

SECTION # AMOUNT AND TERMS OF CREDIT.5657

Limited Condition Acquisitions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require # compliance with any basket, financial ratio or test, # the absence of a Default or an Event of Default or # a determination as to whether the representations and warranties contained in this Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect), in each case in connection with the consummation of a Limited Condition Acquisition, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, # on the date of the execution of the definitive agreement with respect to such Limited Condition Acquisition (such date, the “LCA Test Date”), or # on the date on which such Limited Condition Acquisition is consummated, in either case, after giving effect to the relevant Limited Condition Acquisition and any related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, in connection with any Limited Condition Acquisition, such Limited Condition Acquisition and the related Indebtedness to be incurred in connection therewith and the use of proceeds thereof shall be deemed incurred and/or applied at the LCA Test Date (until such time as the Indebtedness is actually incurred or the applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition) and outstanding thereafter for purposes of determining compliance on a Pro Forma Basis with any financial ratio or test (it being understood and agreed that for purposes of determining compliance on a Pro Forma Basis with any applicable financial ratio or test in connection with the making of any Junior Payment, the Borrower shall demonstrate compliance with the applicable test both after giving effect to the applicable Limited Condition Acquisition and assuming that such transaction had not occurred). For the avoidance of doubt, if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter exceeded or otherwise failed to have been complied with as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA), at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios or amounts will not be deemed to have been exceeded or failed to be complied with as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Acquisition is permitted to be consummated or taken. It is understood and agreed that this [Section 1.03(e)] shall not limit the conditions set forth in [Section 4.02] with respect to any proposed Credit Extension in connection with a Limited Condition Acquisition or otherwise.

Notwithstanding anything to the contrary in this Agreement or any of the other Loan Documents, in connection with a Limited Condition Transaction (other than the making by any Lender or L/C Issuer, as applicable, of any Credit Extension, unless otherwise agreed by such Lenders making Incremental Term Loans), for purposes of: # determining compliance with any basket, financial covenant, ratio or test (including by reference to Consolidated EBITDA, Consolidated Net Income, any Consolidated Interest Coverage Ratio test or any Consolidated Leverage Ratio test or Consolidated Total Assets test); # testing Availability; # determining whether the representations and warranties contained in this Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is qualified by materiality or reference to a Material Adverse Effect); and # determining the absence of a Default or Event of Default; 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 condition is satisfied hereunder shall be made:

Limited Condition Acquisitions. Notwithstanding the foregoing provisions of this [Section 2.23] or any other provision of this Agreement or any Incremental Loan Assumption Agreement: