Common use of Certain Calculations and Tests Clause in Contracts

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of 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 a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. 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 any other Specified Transaction 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 date that 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; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything in When calculating the availability under any basket or ratio under this Agreement or compliance at any Loan Document to time following the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance Conversion Date 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 a Specified Transaction undertaken in connection with the consummation of a any Limited Condition AcquisitionTransaction and any actions or transactions related thereto (including acquisitions, Investments, the date incurrence, issuance or assumption of determination Indebtedness and the use of such ratio proceeds thereof, the incurrence or creation of Liens, repayments, Restricted Payments and determination of whether any Default or Event of Default has occurredAsset Dispositions), is continuing or would result therefrom or other applicable covenant shallin each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisitionoption, an “LCA LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default)) under this Agreement shall be deemed to be the date occurring at any time following the Conversion Date (the “LCT Test Date”) either (a) the definitive agreements agreement for such Limited Condition Acquisition are Transaction is entered into (or, if applicable, the date of delivery of an irrevocable declaration of a Restricted Payment or similar event), or (b) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “LCA Test DateRule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (an “LCT Public Offer”) and in respect of a target of a Limited Condition Transaction and, in each case, if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition Transaction and the other Specified Transactions to be entered into in connection therewith any actions or transactions related thereto (including any incurrence acquisitions, Investments, the incurrence, issuance or assumption of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens, repayments, Restricted Payments and Asset Dispositions) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Dateand any related pro forma adjustments, the Borrower could or any of its Restricted Subsidiaries would have taken been permitted to take such action actions or consummate such transactions on the relevant LCA LCT Test Date in compliance with such ratios ratio, test or basket (and provisionsany related requirements and conditions), such provisions ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied withwith (or satisfied) for all purposes (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued, assumed or incurred at the LCT Test Date or at any time thereafter); provided, that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be the applicable LCT Test Date for purposes of such ratios, tests or baskets, and (b) except as contemplated in the foregoing clause (a), compliance with such ratios, test or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transaction related thereto (including acquisitions, Investments, the incurrence, issuance or assumption of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens, repayments, Restricted Payments and Asset Dispositions). For the avoidance of doubt, if the Borrower has made an LCT Election, (x1) if any of such ratios are the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio (ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower) at Borrower or prior the Person subject to the consummation of the relevant such Limited Condition AcquisitionTransaction, such baskets, tests or ratios and other provisions will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations solely fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for purposes which compliance or satisfaction was determined or tested as of determining whether the Limited Condition Acquisition is permitted hereunder LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of an Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing); and (y3) such ratios and other provisions shall not be tested at in calculating the time of consummation of such Limited Condition Acquisition availability under any ratio, test or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then basket in connection with any subsequent calculation of any ratio action or basket availability with respect transaction unrelated to any other Specified such Limited Condition Transaction on or following the relevant LCA LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Acquisition Transaction is terminated terminated, expires or passes (or, if applicable, the irrevocable notice is terminated, expires or passes or, as applicable, the offer in respect of an LCT Public Offer for, such acquisition is terminated), as applicable, without consummation of such Limited Condition AcquisitionTransaction, any such ratio ratio, test or basket shall be calculated on a Pro Forma Basis assuming determined or tested giving pro forma effect to such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closedTransaction.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of 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 a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Parent Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Parent Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Parent Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 7.09) or basket availability with respect to any other Specified Transaction 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 date that 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; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of 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 a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or condition shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements acquisition agreement for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured or tested on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. 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 any other Specified Transaction 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 date that the definitive acquisition 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 (1) 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; provided, that consummated and (other than solely with respect 2) on a Pro Forma Basis but without giving effect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income other transactions in connection therewith (including any incurrence of any target Indebtedness and use of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closedproceeds thereof).

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of 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 a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the applicable Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied withwith unless a Specified Event of Default shall be continuing at the time of the consummation of such Limited Condition Acquisition. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerBorrowers) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified TransactionsTransactions unless a Specified Event of Default shall be continuing at the time of the consummation of such Limited Condition Acquisition. If the Parent 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 any other Specified Transaction 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 date that 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 (1) 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 consummatedconsummated and (2) on a Pro Forma Basis but without giving effect to such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and use of proceeds thereof); provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed. Notwithstanding the foregoing, the Limited Condition Acquisition provisions set forth above shall not apply in respect of any incurrence of any Loans (or other Credit Extensions) the proceeds of which will be used to finance such Limited Condition Acquisition.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary in this Agreement or any Loan Document Indenture, to the contrary, when calculating any applicable ratio or determining other compliance with extent that the terms in this Agreement Indenture require (including the determination of i) compliance with any provision financial ratio or test (including, without limitation, the Interest Coverage Ratio or Consolidated Net Leverage Ratio test or Total Unencumbered Assets test) and/or any cap expressed as a percentage of this Agreement which requires that no Adjusted Total Assets or (ii) the absence of a Default or Event of Default has occurred(or any type of Default or Event of Default), is continuing or would result therefrom) in connection with as a Specified Transaction undertaken in connection with condition to the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination ratio, test, cap expressed as a percentage of whether Adjusted Total Assets, Default and/or Event of Default (or any type of Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant Default) shall, at the option election of the Borrower (Issuers, be the Borrower’s election date of the execution of the definitive agreement with respect to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) and such ratios or tests or caps or Defaults or Events of Default shall be calculated on a pro forma basis after giving effect to such Limited Condition Acquisition (including the pro forma adjustments described in the definition of “Interest Coverage Ratio”) as if they had occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Dateapplicable period, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For for the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA or the consolidated results of operations of the Borrowertarget company) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisitiontransactions; provided, then in connection with any subsequent calculation of however, that (a) if any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier cap expressed as a percentage of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation Adjusted Total Assets improves as a result of such Limited Condition Acquisitionfluctuations, any such improved ratio or basket shall cap may be calculated on a Pro Forma Basis assuming utilized and (b) if the Issuers elect to have such Limited Condition Acquisition and other determination occur at the time of entry into the definitive agreement, any such transactions in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have been consummated; provided, that (other than solely with respect to occurred on the incurrence test under which such date the definitive agreements for the applicable Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets are entered into and outstanding thereafter for purposes of calculating any baskets or assets ratios under this Indenture after the date of such definitive agreements and Consolidated Net Income of any target before the consummation of such Limited Condition Acquisition can only be used in the determination of the relevant ratio unless and baskets if and when until such Limited Condition Acquisition has closedbeen abandoned, as determined by the Issuers, prior to the consummation thereof.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable financial ratio or test or determining other compliance with this Agreement (including the determination of 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 a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower Agent (the BorrowerBorrower Agent’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), be deemed to be (i) in the case of a Limited Condition Transaction described in clause (i) of the definition thereof, the date the definitive agreements for such Limited Condition Acquisition Transaction are entered into into, (ii) in the case of a Limited Condition Transaction described in clause (ii) of the definition thereof, the date of declaration of the relevant Restricted Payment and (iii) in the case of a Limited Condition Transaction described in clause (iii) of the definition thereof, the date of giving of the notice of redemption therefor (the “LCA LCT Test Date”) and if, after such financial ratios and tests and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period Test Period being used to calculate such financial ratio ending prior to the LCA LCT Test Date, the Borrower Agent could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such financial ratios or tests are exceeded as a result of fluctuations in such ratio or test (including due to fluctuations in Consolidated EBITDA of the BorrowerBorrower Agent) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such financial ratios and tests and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such financial ratios and tests and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Transactions. If For the avoidance of doubt, if the Borrower Agent has made an LCA LCT Election for any Limited Condition AcquisitionTransaction, then in connection with any subsequent calculation of any financial ratio or test (excluding, for the avoidance of doubt, any ratio contained in Section 6.09) or basket availability with respect to any other Specified Transaction on or following the relevant LCA LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated or or, in the case of a Limited Condition Transaction described in clause (i) thereof, the date that the definitive agreement for such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement or any Loan Document, any such ratio ratio, test or basket shall be calculated required to comply with any such ratio, test or basket both (i) on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and the other transactions Specified Transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; providedconsummated and (ii) on a Pro Forma Basis but without giving effect to such Limited Condition Transaction and the other Specified Transactions in connection therewith. For purposes of this Section 1.08, that (other than solely in connection with an acquisition with respect to which the incurrence test under United Kingdom City Code on Takeovers and Mergers (the “City Code”) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of the applicable target company is made in compliance with the City Code shall be deemed to be the date on which the definitive agreements for such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closedTransaction are entered into.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of 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 a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. 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 any other Specified Transaction 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 date that 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 (1) 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; provided, that consummated and (other than solely with respect 2) on a Pro Forma Basis but without giving effect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income other transactions in connection therewith (including any incurrence of any target Indebtedness and use of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closedproceeds thereof).

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio (other than for purposes of calculating compliance with Section 7.11) or determining other compliance with this Agreement (including the determination of 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 a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio or other applicable covenant and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant covenant, shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA Election”), be deemed to be either (i) the date that the definitive agreements for such Limited Condition Acquisition Transaction are entered into or (ii) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (the “City Code”) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target company is made in compliance with the City Code (in each case, the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower or Restricted Subsidiary could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerBorrower and its Restricted Subsidiaries) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition AcquisitionTransaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated or the date that the definitive agreement for for, or “Rule 2.7 announcement” in respect of, as applicable, such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement (other than Section 4.02) which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio or other applicable covenant and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant covenant, shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA Election”), be deemed to be either (i) the date that the definitive agreements for such Limited Condition Acquisition Transaction are entered into or (ii) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (the “City Code”) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target company is made in compliance with the City Code (in each case, the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) thereof as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerParents, the Borrower and the Restricted Subsidiaries) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition AcquisitionTransaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated or the date that the definitive agreement for for, or “Rule 2.7 announcement” in respect of, as applicable, such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary in this Agreement or any Loan Document Indenture, to the contrary, when calculating any applicable ratio or determining other compliance with extent that the terms in this Agreement Indenture require (including the determination of i) compliance with any provision financial ratio or test (including, without limitation, the Interest Coverage Ratio or Consolidated Net Leverage Ratio test or Total Unencumbered Assets test) and/or any cap expressed as a percentage of this Agreement which requires that no Adjusted Total Assets or (ii) the absence of a Default or Event of Default has occurred(or any type of Default or Event of Default), is continuing or would result therefrom) in connection with as a Specified Transaction undertaken in connection with condition to the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination ratio, test, cap expressed as a percentage of whether Adjusted Total Assets, Default and/or Event of Default (or any type of Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant Default) shall, at the option election of the Borrower (Issuers, be the Borrower’s election date of the execution of the definitive agreement with respect to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) and such ratios or tests or caps or Defaults or Events of Default shall be calculated on a pro forma basis after giving effect to such Limited Condition Acquisition (including the pro forma adjustments described in the definition of “Interest Coverage Ratio”) as if they had occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Dateapplicable period, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For for the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA or Consolidated EBITDA of the Borrowertarget company) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisitiontransactions; provided, then in connection with any subsequent calculation of however, that (a) if any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier cap expressed as a percentage of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation Adjusted Total Assets improves as a result of such Limited Condition Acquisitionfluctuations, any such improved ratio or basket shall cap may be calculated on a Pro Forma Basis assuming utilized and (b) if the Issuers elect to have such Limited Condition Acquisition and other determination occur at the time of entry into the definitive agreement, any such transactions in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have been consummated; provided, that (other than solely with respect to occurred on the incurrence test under which such date the definitive agreements for the applicable Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets are entered into and outstanding thereafter for purposes of calculating any baskets or assets ratios under this Indenture after the date of such definitive agreements and Consolidated Net Income of any target before the consummation of such Limited Condition Acquisition can only be used in the determination of the relevant ratio unless and baskets if and when until such Limited Condition Acquisition has closedbeen abandoned, as determined by the Issuers, prior to the consummation thereof.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Credit Document to the contrary, when calculating any applicable ratio or for purposes of (i) determining other compliance with this Agreement (including the determination of compliance with any provision of in this Agreement which or any Credit Document that requires that no the calculation of any financial ratio or test (including, without limitation, Section 9.12 hereof, any Incurrence test and/or the Distribution Conditions or Investment and Debt Incurrence Conditions, but excluding determinations with respect to compliance with (x) any Total Excess Availability requirement thereunder and (y) the Availability Conditions for purposes of Credit Extensions), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default has occurred(or any type of Default or Event of Default) or (iii) testing any cap expressed as a percentage of Consolidated EBITDA or Consolidated Total Assets and any other availability of a Fixed Amount or Incurrence-Based Amount, is continuing or would result therefrom) in each case in connection with a Specified Transaction transaction permitted hereunder, undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, such action is continuing or would result therefrom or other applicable covenant shallpermitted hereunder, at the option election of the Borrower Company (the Borrower’s such election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “"LCA Election”"), will be deemed to be the date the definitive agreements for such Limited Condition Acquisition Transaction are entered into (the “"LCA Test Date”) "), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition Transaction and the other Specified Transactions 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 four consecutive fiscal quarter period being used to calculate such financial ratio most recently completed Tests Period ending on or prior to the LCA Test Date, the Borrower Company could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratios, representation, warranty, absence of Default or Event of Default or Fixed Amount or Incurrence-Based Amount, such provisions ratio, representation, warranty, absence of Default or Event of Default shall be deemed to have been complied with. For the avoidance of doubt, if the Company has made an LCA Election and (x) if any of such 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 ratio, Fixed Amount or Incurrence-Based Amount (including due to fluctuations in Consolidated EBITDA of the Borrowertarget of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such Fixed Amount or Incurrence-Based Amount or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio ratio, Fixed Amount or basket Incurrence-Based Amount availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket "basket" availability shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) have had been consummated; provided. For the further avoidance of doubt, that in the absence of an LCA Election, unless specifically stated in this Agreement to be otherwise, all determinations of (other than solely x) compliance with respect to any financial ratio or test (including, without limitation, Section 9.12 hereof, any Incurrence test and/or the incurrence Distribution Conditions or Investment and Debt Incurrence Conditions) and/or any cap expressed as a percentage of Consolidated EBITDA or Consolidated Total Assets, (y) any representation and warranties, or any requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (z) any availability test under which such Limited Condition Acquisition is being made) Consolidated EBITDAany "baskets", Consolidated Total Assets or assets and Consolidated Net Income shall be made as of any target the applicable date of the consummation of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closedtransaction.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or for purposes of (i) determining other compliance with this Agreement (including the determination of compliance with any provision of in this Agreement which or any Loan Document that requires that no the calculation of any financial ratio or test (including, without limitation, any Consolidated Fixed Charge Coverage Ratio test), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default has occurred(or any type of Default or Event of Default), is continuing in either case without limitation upon the requirement that the conditions precedent to all Credit Extensions be satisfied in accordance with Section 4.02 on the date of such Credit Extension, or would result therefrom(iii) testing any cap expressed as a percentage of Consolidated Adjusted EBITDA and any other availability of a “basket” or exception set forth in Article VI, in each case in connection with a Specified Transaction or other transaction permitted hereunder, undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, such action is continuing or would result therefrom or other applicable covenant shallpermitted hereunder, at the option election of the Borrower Holdings (the Borrower’s Holdings’ election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA Election”), will be deemed to be the date the definitive agreements for such Limited Condition Acquisition Transaction are entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Acquisition Transaction and the other Specified Transactions 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 four consecutive fiscal quarter period being used to calculate such financial ratio most recently completed Test Period ending prior to the LCA Test Date, the Borrower Holdings could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratios, representation, warranty, absence of Default or Event of Default or “basket”, such provisions ratio, representation, warranty, absence of Default or Event of Default shall be deemed to have been complied with. For the avoidance of doubt, if Holdings has made an LCA Election and (x) if any of such 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 of the Borrowertarget of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such “baskets” or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. 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 “basket” availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, (A) any such ratio or basket “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness debt and the use of proceeds thereof (but without netting the cash proceeds thereof)) have had been consummated; provided, that consummated and (other than B) solely in connection with the calculation of any ratio or “basket” availability with respect to the incurrence test under which making of Restricted Junior Payments, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition is being madeTransaction and other transactions in connection therewith (including any incurrence of debt and the use of proceeds thereof (but without netting the cash proceeds thereof)) had not been consummated. For the further avoidance of doubt, in the absence of an LCA Election, unless specifically stated in this Agreement to be otherwise, all determinations of (x) compliance with any financial ratio or test (including, without limitation, any Consolidated Fixed Charge Coverage Ratio test) and/or any cap expressed as a percentage of Consolidated Adjusted EBITDA, Consolidated Total Assets (y) any representation and warranties, or assets and Consolidated Net Income any requirement regarding the absence of a Default or Event of Default (or any target type of such Limited Condition Acquisition can only Default or Event of Default) or (z) any availability test under any “baskets” shall be used in the determination made as of the relevant ratio and baskets if and when such Limited Condition Acquisition has closedapplicable date of the consummation of the Specified Transaction.

Certain Calculations and Tests. (a1) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of 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 a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower Borrowers (the Borrower’s Borrowers’ election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower Borrowers could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerHoldings) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has Borrowers have 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 any other Specified Transaction 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 date that 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; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, (i) when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) or (ii) or testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Adjusted EBITDA), in connection with a Specified Subject Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio or availability and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition Transaction are entered into or, in respect of any transaction described in clauses (b) and (c) of the definition of Limited Condition Transaction, delivery of irrevocable notice, declaration of dividend or similar event) (the “LCA LCT Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Subject Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA LCT Test Date, the Borrower could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios ratios, baskets and provisions, such ratios, baskets and provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated Adjusted EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Subject Transactions. If the Borrower has made an LCA LCT Election for any Limited Condition AcquisitionTransaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Subject Transaction on or following the relevant LCA LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated or the date that the definitive agreement for such Limited Condition Acquisition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, provided that (other than solely Consolidated Cash Interest Expense for purposes of the Interest 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 reasonably determined by the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used Borrower in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closedgood faith.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of 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 a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio or other applicable covenant and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant covenant, shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), be deemed to be in the case of a LCT Election, either (A) the date that the definitive agreements for such Limited Condition Acquisition Transaction are entered into or (B) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (the “LCA City Code”) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target company is made in compliance with the City Code (any such date, the “LCT Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA LCT Test Date, the Borrower could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction, or related Specified Transactions. If the Borrower has made an LCA LCT Election for any Limited Condition Acquisition, Transaction then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated consummated, or the date that the definitive agreement for for, or “Rule 2.7 announcement” in respect of, as applicable, such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with any other provision of this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) (other than an Event of Default under either Section 8.01(a) or 8.01(f)) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded after the LCA Test Date as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or but prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. 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 any other Specified Transaction 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 date that 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; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.the

Certain Calculations and Tests. (a) Notwithstanding anything 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 First Lien Net Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio or any other financial ratio, (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA, if any), or any Loan Document to the contrary, when calculating any applicable ratio or (iii) determining other compliance with this Agreement (including the determination of 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 a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shalleach case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), the date of determination of whether any such transaction is permitted hereunder (the “LCT Test Date”) shall be deemed to be either the date the definitive agreements agreement for such Limited Condition Acquisition are Transaction is entered into (in respect of a target of such transaction, or, in the “LCA Test Date”) case of any repayment or redemption of or offer to purchase any Indebtedness requiring irrevocable notice in advance thereof, the date on which notice of or offer to purchase such Indebtedness, the date on which notice with respect to such Limited Condition Transaction is sent, and if, after such ratios and other provisions are measured on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Acquisition Transaction and the other Specified Transactions 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 four consecutive fiscal quarter period being used to calculate such financial ratio most recent Test Period ending prior to the LCA LCT Test Date, the Borrower could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. 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 any other Specified Transaction 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 date that 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; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (al) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of 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 a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Parent Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Parent Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Parent Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 7.09) or basket availability with respect to any other Specified Transaction 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 date that 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; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or for purposes of (i) determining other compliance with this Agreement (including the determination of compliance with any provision of in this Agreement which or any Loan Document that requires that no the calculation of any financial ratio or test (including, without limitation, Section 6.10 hereof, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test and/or any Total Net Leverage Ratio test), (ii) other than for purposes of Section 4.02, determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default has occurred(or any type of Default or Event of Default) or (iii) testing any cap expressed as a percentage of Consolidated EBITDA or Consolidated Total Assets and any other availability of a “basket” or exception set forth in Article VI, is continuing or would result therefrom) in each case in connection with a Specified Transaction or other transaction permitted hereunder, undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, such action is continuing or would result therefrom or other applicable covenant shallpermitted hereunder, at the option election of the Borrower Borrower, after written notice to the Administrative Agent prior to the LCA Test Date (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionAcquisition after written notice to the Administrative Agent prior to the LCA Test Date, an “LCA Election”), will be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Acquisition and the other Specified Transactions 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 four consecutive fiscal quarter period being used to calculate such financial ratio most recently completed Tests Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratios, representation, warranty, absence of Default or Event of Default or “basket”, such provisions ratio, representation, warranty, absence of Default or Event of Default shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and (x) if any of such the ratios or “baskets” for which compliance was determined or tested as of the LCA Test Date are exceeded exceed as a result of fluctuations in any such ratio or “basket” (including due to fluctuations in Consolidated EBITDA of the Borrowertarget of any Limited Condition Acquisition) at or prior to the consummation of the relevant Limited Condition Acquisition, such “baskets” or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. 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 “basket” availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness debt and the use of proceeds thereof (but without netting the cash proceeds thereof) have had been consummated; provided. For the further avoidance of doubt, that in the absence of an LCA Election, unless specifically stated in this Agreement to be otherwise, all determinations of (x) compliance with any financial ratio or test (including, without limitation, Section 6.10 hereof, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test and/or any Total Net Leverage Ratio test) and/or any cap expressed as a percentage of Consolidated EBITDA or Consolidated Total Assets, (y) other than solely with respect to for purposes of Section 4.02, any representation and warranties, or any requirement regarding the incurrence absence of a Default or Event of Default (or any type of Default or Event of Default) or (z) any availability test under which such Limited Condition Acquisition is being made) Consolidated EBITDAany “baskets”, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only shall be used in the determination made as of the relevant ratio and baskets if and when such Limited Condition Acquisition has closedapplicable date of the consummation of the Specified Transaction.

Certain Calculations and Tests. (ai) Notwithstanding anything in this Agreement For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any Loan Document to the contrary, when calculating any applicable financial ratio or determining other compliance with this Agreement test, such financial ratio or test shall be calculated (including subject to Section 1.3 above) at the determination of compliance with any provision of this Agreement which requires that time such action is taken (subject to Section 1.3 above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default has occurredshall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after such calculation. (ii) Notwithstanding anything to the contrary herein, is continuing with respect to any amount incurred or would result therefromtransaction entered into (or consummated) in connection reliance on a provision of this Agreement that does not require compliance with a Specified Transaction undertaken financial ratio (any such amount, a “Fixed Amount”) substantially concurrently with any amount incurred or transaction entered into (or consummated) in connection reliance on a provision of this Agreement that requires compliance with a financial ratio (any such amount, an “Incurrence-Based Amount”), it is understood and agreed that (i) any Fixed Amount (even if part of the same transaction or, in the case of Indebtedness the same tranche, as any Incurrence-Based Amount) shall be disregarded in the calculation of the financial ratio applicable to the relevant Incurrence-Based Amount and (ii), but giving full pro forma effect to any increase in the amount of LTM EBITDA or Trailing EBITDA or consolidated total assets of the U.S. Borrower (or any component thereof) resulting from the applicable transaction consummated in reliance on (or, in the case of Indebtedness, with the consummation use of a Limited Condition Acquisition, the date of determination of proceeds of) such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in Fixed Amount. In connection with any Limited Condition AcquisitionFixed Amount that is measured on the basis of Trailing EBITDA, an “LCA Election”)the applicable Trailing EBITDA shall be givendetermined giving pro forma effect to any increase in the entireamount thereof resulting from the applicable transaction consummated in reliance on (or, in the case of Indebtedness, with the use of proceeds of) such Fixed Amount. (iii) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on granting of a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely Lien for purposes of determining whether the Limited Condition Acquisition Section 0.0.Xx is permitted hereunder understood and (y) such ratios and other provisions shall agreed that any Indebtedness, Lien, Investment, Sale, Restricted Payment, Restricted Debt Payment, Affiliate transaction or Contractual Obligation need not be tested at the time permitted solely by reference to one clause or subclause of consummation Section 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.8 or 8.10, respectively, but may instead be permitted in part under any combination of clauses or subclauses of such Limited Condition Acquisition or related Specified TransactionsSection. 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 any other Specified Transaction 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 date that 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; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.SECTION 1.6 Section 1.6

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or for purposes of (i) determining other compliance with any provision of this Agreement which requires calculation of the Total Net Leverage Ratio or Senior Secured Net Leverage Ratio, (including the determination of ii) determining compliance with any provision of this Agreement which requires that no whether a Default or Event of Default has occurred, is continuing or would result therefrom) in connection with from a Specified Subject Transaction undertaken in connection with the consummation of a Limited Condition Acquisition; provided that, no Event of Default under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing at the time of consummation of such Limited Condition Acquisition, or (iii) testing availability under baskets set forth in this Agreement (including any baskets based on a percentage of Consolidated EBITDA) (including the incurrence of any Incremental Facility), in each case in connection with a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Subject Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerBorrower and its Subsidiaries or the target of such Limited Condition Acquisition) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition (and any Subject Transaction in connection therewith) is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then Subject Transactions (other than in connection with any subsequent calculation respect of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Investment that is consummated or the date that 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; provided, that (other than is financed solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income proceeds of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closedIncremental Facility or Incremental Equivalent Debt).

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio ratio, the testing of the Payment Conditions (other than any Excess Availability requirement therein) or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement (other than Section 4.02) which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio or other applicable covenant, testing of the Payment Conditions (other than any Excess Availability requirement therein) and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Administrative Borrower (the Administrative Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA Election”), be deemed to be either (i) the date that the definitive agreements for such Limited Condition Acquisition Transaction are entered into or (ii) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (the “City Code”) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target company is made in compliance with the City Code (in each case, the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) thereof as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower Borrowers could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerParents, the Borrowers and the Restricted Subsidiaries) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Transactions. If the Administrative Borrower has made an LCA Election for any Limited Condition AcquisitionTransaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated or the date that the definitive agreement for for, or “Rule 2.7 announcement” in respect of, as applicable, such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided. (b) Notwithstanding anything to the contrary herein, that (other than solely with respect to the incurrence any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test under which such Limited Condition Acquisition is being made) Consolidated EBITDA(including, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.without limitation, pro forma

Certain Calculations and Tests. (a) i. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or for purposes of (i) determining other compliance with this Agreement (including the determination of compliance with any provision of in this Agreement which or any Loan Document that requires that no the calculation of any financial ratio or test (including, without limitation, Section 6.09 or 6.10 hereof and/or any Total Net Leverage Ratio test), (ii) other than for purposes of Section 4.02, determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default has occurred(or any type of Default or Event of Default) or (iii) testing any cap expressed as a percentage of Consolidated EBITDA or Consolidated Total Assets and any other availability of a “basket” or exception set forth in Article VI, is continuing or would result therefrom) in each case in connection with a Specified Transaction or other transaction permitted hereunder, undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, such action is continuing or would result therefrom or other applicable covenant shallpermitted hereunder, at the option election of the Borrower Borrower, after written notice to the Administrative Agent prior to the LCA Test Date (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionAcquisition after written notice to the Administrative Agent prior to the LCA Test Date, an “LCA Election”), will be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a upon giving Pro Forma Basis after giving effect Effect to such the Limited Condition Acquisition and the other Specified Transactions 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 four consecutive fiscal quarter period being used to calculate such financial ratio most recently completed Tests Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratios, representation, warranty, absence of Default or Event of Default or “basket”, such provisions ratio, representation, warranty, absence of Default or Event of Default shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and (x) if any of such 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 of the Borrowertarget of any Limited Condition Acquisition) at or prior to the consummation of the relevant Limited Condition Acquisition, such “baskets” or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. 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 “basket” availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness debt and the use of proceeds thereof (but without netting the cash proceeds thereof) have had been consummated; provided. For the further avoidance of doubt, that in the absence of an LCA Election, unless specifically stated in this Agreement to be otherwise, all determinations of (x) compliance with any financial ratio or test (including, without limitation, Section 6.09 hereof and/or any Total Net Leverage Ratio test) and/or any cap expressed as a percentage of Consolidated EBITDA or Consolidated Total Assets, (y) other than solely with respect to for purposes of Section 4.02, any representation and warranties, or any requirement regarding the incurrence absence of a Default or Event of Default (or any type of Default or Event of Default) or (z) any availability test under which such Limited Condition Acquisition is being made) Consolidated EBITDAany “baskets”, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only shall be used in the determination made as of the relevant ratio and baskets if and when such Limited Condition Acquisition has closedapplicable date of the consummation of the Specified Transaction.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or for purposes of (i) determining other compliance with any provision of this Agreement which requires calculation of the Total Net Leverage Ratio or Total Leverage Ratio, (including the determination of ii) determining compliance with any provision of this Agreement which requires that no whether a Default or Event of Default has occurred, is continuing or would result therefrom) in connection with from a Specified Subject Transaction undertaken in connection with the consummation of a Limited Condition Acquisition; provided that, no Event of Default under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing at the time of consummation of such Limited Condition Acquisition, or (iii) testing availability under baskets set forth in this Agreement (including any baskets based on a percentage of Consolidated EBITDA) (including the incurrence of any Incremental Facility), in each case in connection with a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Subject Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerBorrower and its Subsidiaries or the target of such Limited Condition Acquisition) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition (and any Subject Transaction in connection therewith) is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then Subject Transactions (other than in connection with any subsequent calculation respect of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Investment that is consummated or the date that 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; provided, that (other than is financed solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income proceeds of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closedIncremental Facility or Incremental Equivalent Debt).

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of 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 a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio or other applicable covenant and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant covenant, shall, at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), be deemed to be either (A) the date that the definitive agreements for such Limited Condition Acquisition Transaction are entered into or (B) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (the “LCA City Code”) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target company is made in compliance with the City Code (any such date, the “LCT Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA LCT Test Date, the Parent Borrower could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that, notwithstanding anything to the contrary herein, at the time of a Limited Condition Transaction no Specified Event of Default shall have occurred and be continuing or would result therefrom. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Parent Borrower) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Transactions. If the Parent Borrower has made an LCA LCT Election for any Limited Condition AcquisitionTransaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated consummated, or the date that the definitive agreement for for, or “Rule 2.7 announcement” in respect of, as applicable, such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or for purposes of (i) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no calculation of the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio, (ii) determining compliance with representations, warranties, whether a Default or Event of Default has occurred, is continuing or would result therefromfrom an action or (iii) testing availability under baskets set forth in this Agreement (including any baskets based on a percentage of Consolidated EBITDA or Consolidated Total Assets) (including the incurrence of any Incremental Facility), in each case in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of whether such ratio and determination of whether Limited Condition Transaction (including any Default or Event of Default has occurred, Specified Transaction in connection therewith) is continuing or would result therefrom or other applicable covenant permitted hereunder shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”; it being understood the Borrower may subsequently elect to rescind such LCT Election), be deemed to be the date the definitive agreements for such Limited Condition Acquisition Transaction are entered into (the “LCA LCT Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA LCT Test Date, the Borrower could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded not satisfied as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerBorrower and its Restricted Subsidiaries or the target of such Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such ratios and other provisions will not be deemed to have been exceeded unsatisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction (and any Specified Transaction in connection therewith) is permitted hereunder hereunder; provided, however, if any ratios or baskets improve as a result of such fluctuations, such improved ratios or baskets may be utilized, and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Transactions. If the Borrower has made an LCA LCT Election for any Limited Condition AcquisitionTransaction, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 6.09) or basket availability with respect to any other Specified Transaction on or following the relevant LCA LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated or the date that the definitive agreement for such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating with respect to any applicable ratio Limited Condition Transaction (but not, for the avoidance of doubt, any borrowings of Revolving Loans (other than any Incremental Revolving Loans constituting Subject Transactions in connection with such Limited Condition Transaction) or determining other compliance with Swing Line Loans or issuances, amendments to increase the face amount, or extensions of Letters of Credit), to the extent that the terms of this Agreement require satisfaction of, or compliance with, any condition, test or requirement, in order to effect, incur or consummate such Limited Condition Transaction (including the determination of (a) compliance with any provision financial ratio or test (including, without limitation, the Total Net Leverage Ratio or the amount or percentage of this Agreement which requires that no Consolidated EBITDA (including any component definitions of the foregoing)), (b) the making or accuracy of any representations and warranties, (c) the absence of a Default or Event of Default has occurredDefault, is continuing and/or (d) any other condition, test or would result therefrom) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisitionrequirement), the date of determination of such ratio and determination of whether any Default relevant conditions, tests and requirements are satisfied or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant complied with shall, at the option election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition Transaction are entered into (the “LCA LCT Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Subject Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter applicable period being used to calculate of measurement; provided that, in addition, no Specified Event of Default shall have occurred and be continuing at the time of consummation of any such financial ratio ending prior Limited Condition Transaction. Subject to the LCA proviso of the first sentence of this Section 1.06, if the Borrower has made an LCT Election for any Limited Condition Transaction and such Limited Condition Transaction (including any other Subject Transactions to be entered into in connection therewith) would be permitted on the LCT Test Date, the Borrower could have taken each such action on the relevant LCA Test Date in compliance with such ratios condition, test and provisions, such provisions requirement shall be deemed to have been satisfied and complied withwith for all purposes of such Limited Condition Transaction. For the avoidance of doubt, subject to the proviso of the first sentence of this Section 1.06, if the Borrower has made an LCT Election, then, solely for the purpose of determining whether such Limited Condition Transaction (xand any Subject Transaction in connection therewith) if is permitted hereunder, (i) any change in status of any such condition, test and requirement between the LCT Test Date and the taking of the relevant actions or consummation of the relevant transactions such that any applicable financial ratios are exceeded as a result of fluctuations in such ratio or tests, baskets, conditions, requirements or provisions would be exceeded, breached or otherwise no longer complied with or satisfied for any reason (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior Person subject to the consummation of the relevant such Limited Condition AcquisitionTransaction) shall be disregarded such that all financial ratios or tests, such ratios baskets, conditions, requirements or provisions shall continue to be deemed complied with and other provisions satisfied, all applicable transactions and actions will not be permitted and no Default or Event of Default shall be deemed to exist or to have been exceeded as a result of occurred or resulted from such fluctuations solely for purposes of determining whether the change in status or Limited Condition Acquisition is permitted hereunder Transaction (but, for the avoidance of doubt, any Default or Event of Default shall be a Default or Event of Default for all other purposes hereunder) and (yii) such ratios and other or tests, baskets, conditions, requirements or provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Subject Transactions. If the Borrower has made makes an LCA Election for any Limited Condition AcquisitionLCT Election, then in connection with any subsequent calculation of any ratio ratio, test or basket availability with respect to any other Specified Subsequent Transaction on (but not, for the avoidance of doubt, for purposes of determining the ECF Percentage or compliance with the Financial Performance Covenant under Section 6.11) following the relevant LCA LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, for purposes of determining whether such Subsequent Transaction is permitted under the Loan Documents, then any such ratio ratio, test or basket shall be calculated required to be satisfied on a Pro Forma Basis both (A) assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that consummated and (other than solely with respect to the incurrence test under which B) assuming such Limited Condition Acquisition is being madeTransaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closedhave not been consummated.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or for purposes of (i) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires calculation of the Total Net Leverage Ratio, the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio or the Interest Coverage Ratio, (ii) determining compliance with any provision of this Agreement which requires as a condition that no Default or Event of Default (or any type of Default or Event of Default) has occurred, is continuing or would result therefrom) in connection with from a Specified Subject Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction (other than borrowings under the Revolving Credit Facility) or (iii) testing availability under baskets set forth in this Agreement (including any baskets based on a percentage of Consolidated EBITDA) (including the incurrence of any Incremental Facility and additional Initial Term Loans pursuant to the Delayed Draw Term Loan Commitments), in each case in connection with a Limited Condition Transaction, the date of determination of such ratio and determination of whether any Default ratio, test or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant basket availability shall, at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition Transaction are entered into (the “LCA LCT Test Date”) ), and if, after such ratios and other provisions are ratio, test or basket availability is measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Subject Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending most recent Test Period completed prior to the LCA LCT Test Date, the Borrower could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios and provisionsratio, test or basket availability, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios ratios, test or basket availability are exceeded as a result of fluctuations in such ratio ratio, test or basket availability (including due to fluctuations in Consolidated EBITDA of the BorrowerBorrower and the Restricted Subsidiaries or the target of such Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such ratios and other provisions ratios, test or basket availability will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction (and any Subject Transaction in connection therewith) is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactionshereunder. If the Borrower has made makes an LCA Election for any Limited Condition AcquisitionLCT Election, then in connection with any subsequent calculation of any ratio ratio, test or basket availability with respect to any other Specified Transaction on or transaction following the relevant LCA LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, for purposes of determining whether (x) such subsequent transaction (other than with respect to Restricted Payments or prepayments of Junior Financing) is permitted under the Loan Documents, any such ratio ratio, test or basket shall be calculated required to be satisfied on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; providedconsummated and (y) such subsequent Restricted Payment or prepayment of Junior Financing is permitted under the Loan Documents, that any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis both (other than solely with respect to the incurrence test under which 1) assuming such Limited Condition Acquisition is being madeTransaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) Consolidated EBITDA, Consolidated Total Assets or assets have been consummated and Consolidated Net Income of any target of (2) assuming such Limited Condition Acquisition can only be used Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the determination use of the relevant ratio and baskets if and when such Limited Condition Acquisition has closedproceeds thereof) have not been consummated.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with any other provision of this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) (other than an Event of Default under either Section 8.01(a) or 8.01(f)) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded after the LCA Test Date as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or but prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. 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 any other Specified Transaction 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 date that 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; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.69 US-DOCS\140506888.9146702970.6

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of 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 a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower Companies could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerEBITDA) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Lead Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 7.09) or basket availability with respect to any other Specified Transaction 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 date that 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 both (x) 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; provided, that consummated and (other than solely with respect y) without giving effect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closedother transactions.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio ratio, the testing of the Payment Conditions (other than any Excess Availability requirement therein) or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement (other than Section 4.02) which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio or other applicable covenant, testing of the Payment Conditions (other than any Excess Availability requirement therein) and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Administrative Borrower (the Administrative Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA Election”), be deemed to be either (i) the date that the definitive agreements for such Limited Condition Acquisition Transaction are entered into or (ii) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (the “City Code”) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target company is made in compliance with the City Code (in each case, the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) thereof as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower Borrowers could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerParents, the Borrowers and the Restricted Subsidiaries) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Transactions. If the Administrative Borrower has made an LCA Election for any Limited Condition AcquisitionTransaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated or the date that the definitive agreement for for, or “Rule 2.7 announcement” in respect of, as applicable, such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or for purposes of (i) determining other compliance with any provision of this Agreement which requires calculation of the Total Net Leverage Ratio or TotalSenior Secured Net Leverage Ratio, (including the determination of ii) determining compliance with any provision of this Agreement which requires that no whether a Default or Event of Default has occurred, is continuing or would result therefrom) in connection with from a Specified Subject Transaction undertaken in connection with the consummation of a Limited Condition Acquisition; provided that, no Event of Default under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing at the time of consummation of such Limited Condition Acquisition, or (iii) testing availability under baskets set forth in this Agreement (including any baskets based on a percentage of Consolidated EBITDA) (including the incurrence of any Incremental Facility), in each case in connection with a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Subject Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerBorrower and its Subsidiaries or the target of such Limited Condition Acquisition) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition (and any Subject Transaction in connection therewith) is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then Subject Transactions (other than in connection with any subsequent calculation respect of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Investment that is consummated or the date that 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; provided, that (other than is financed solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income proceeds of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closedIncremental Facility or Incremental Equivalent Debt).

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or other financial calculation or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefromtherefrom or accuracy of representations and warranties) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio or other financial calculation or other applicable covenant and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or accuracy of representations and warranties or other applicable covenant covenant, shall, at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), be deemed to be in the case of a LCT Election, either (A) the date that the definitive agreements for such Limited Condition Acquisition Transaction are entered into or (B) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (the “LCA City Code”) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target company is made in compliance with the City Code or, at the election of the Parent Borrower, any other date thereafter (any such date, the “LCT Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA LCT Test Date, the Parent Borrower could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Parent Borrower) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Transactions. If the Parent Borrower has made an LCA LCT Election for any Limited Condition Acquisition, Transaction then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated consummated, or the date that the definitive agreement for for, or “Rule 2.7 announcement” in respect of, as applicable, such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition -109- Exhibit 10.02 Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Credit Document to the contrary, when calculating any applicable ratio or for purposes of (i) determining other compliance with this Agreement (including the determination of compliance with any provision of in this Agreement which or any Credit Document that requires that no the calculation of any financial ratio or test (including, without limitation, Section 9.12 hereof and/or any Incurrence test), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default has occurred(or any type of Default or Event of Default) or (iii) testing any cap expressed as a percentage of Consolidated EBITDA and any other availability of a Fixed Amount or Incurrence-Based Amount, is continuing or would result therefrom) in each case in connection with a Specified Transaction transaction permitted hereunder, undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, such action is continuing or would result therefrom or other applicable covenant shallpermitted hereunder, at the option election of the Borrower (the Borrower’s such election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “"LCA Election”"), will be deemed to be the date the definitive agreements for such Limited Condition Acquisition Transaction are entered into (the “"LCA Test Date”) "), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition Transaction and the other Specified Transactions 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 four consecutive fiscal quarter period being used to calculate such financial ratio most recently completed Tests Period ending on or prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratios, representation, warranty, absence of Default or Event of Default or Fixed Amount or Incurrence-Based Amount, such provisions ratio, representation, warranty, absence of Default or Event of Default shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and (x) if any of such 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 ratio, Fixed Amount or Incurrence-Based Amount (including due to fluctuations in Consolidated EBITDA of the Borrowertarget of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such Fixed Amount or Incurrence-Based Amount or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio ratio, Fixed Amount or basket Incurrence-Based Amount availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket "basket" availability shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) have had been consummated; provided. For the further avoidance of doubt, that in the absence of an LCA Election, unless specifically stated in this Agreement to be otherwise, all determinations of (other than solely x) compliance with respect to the incurrence any financial ratio or test under which such Limited Condition Acquisition is being made(including, without limitation, Section 9.12 hereof and any Incurrence test) and/or any cap expressed as a percentage of Consolidated EBITDA, Consolidated Total Assets (y) any representation and warranties, or assets and Consolidated Net Income any requirement regarding the absence of a Default or Event of Default (or any target type of Default or Event of Default) or (z) any availability test under any "baskets", shall be made as of the applicable date of the consummation of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closedtransaction.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio ratio, the use of a basket or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefromtherefrom or the accuracy of any representations and warranties, but excluding, for the sake of clarity, any requirement under Section 4.02) for a Revolving Borrowing) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or basket and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom (other than with respect to a Default or Event of Default under Section 8.01(a), (f) or (g)), the accuracy of representations and warranties in all respects (other than the accuracy of customary “specified representations”) or other applicable covenant covenants shall, in each case at the option of Holdings, delivered in writing to the Borrower Administrative Agent, at the time such definitive agreements are entered into (the Borrower’s Holdings’ election to exercise such option in connection with any such Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if). If, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending most recently ended Measurement Period prior to the LCA Test Date, the Borrower Holdings could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied withwith for purposes of any incurrence test hereunder. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerHoldings and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower Holdings has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 7.11) or basket availability with respect to any other Specified Transaction 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 date that 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; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or for purposes of (i) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no calculation of the Total Recurring Revenue Ratio, the Secured Recurring Revenue Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio, (ii) determining compliance with representations, warranties, whether a Default or Event of Default has occurred, is continuing or would result therefromfrom an action or (iii) testing availability under baskets set forth in this Agreement (including any baskets based on a percentage of Consolidated EBITDA or Consolidated Total Assets) (including the incurrence of any Incremental Facility), in each case in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of whether such ratio and determination of whether Limited Condition Transaction (including any Default or Event of Default has occurred, Specified Transaction in connection therewith) is continuing or would result therefrom or other applicable covenant permitted hereunder shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”; it being understood the Borrower may subsequently elect to rescind such LCT Election), be deemed to be the date the definitive agreements for such Limited Condition Acquisition Transaction are entered into (the “LCA LCT Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA LCT Test Date, the Borrower could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded not satisfied as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerBorrower and its Restricted Subsidiaries or the target of such Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such ratios and other provisions will not be deemed to have been exceeded unsatisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction (and any Specified Transaction in connection therewith) is permitted hereunder hereunder; provided, however, if any ratios or baskets improve as a result of such fluctuations, such improved ratios or baskets may be utilized, and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Transactions. If the Borrower has made an LCA LCT Election for any Limited Condition AcquisitionTransaction, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 6.09) or basket availability with respect to any other Specified Transaction on or following the relevant LCA LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated or the date that the definitive agreement for such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of 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 a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio or other applicable covenant and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant covenant, shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA Election”), be deemed to be either (i) the date that the definitive agreements for such Limited Condition Acquisition Transaction are entered into or (ii) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (the “City Code”) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target company is made in compliance with the City Code (in each case, the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) thereof as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerParent, the Borrower and the Restricted Subsidiaries) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition AcquisitionTransaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated or the date that the definitive agreement for for, or “Rule 2.7 announcement” in respect of, as applicable, such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, other than with respect to any Borrowing under the Revolving Facility, (i) when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) or (ii) or testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Adjusted EBITDA), in connection with a Specified Subject Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio or availability and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition Transaction are entered into or, in respect of any transaction described in clauses (b) and (c) of the definition of Limited Condition Transaction, delivery of irrevocable notice, declaration of dividend or similar event) (the “LCA LCT Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Subject Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA LCT Test Date, the Borrower could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios ratios, baskets and provisions, such ratios, baskets and provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated Adjusted EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Subject Transactions. If the Borrower has made an LCA LCT Election for any Limited Condition AcquisitionTransaction, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 6.15) or basket availability with respect to any other Specified Subject Transaction on or following the relevant LCA LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated or the date that the definitive agreement for such Limited Condition Acquisition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, provided that (other than solely Consolidated Cash Interest Expense for purposes of the Interest 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 reasonably determined by the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used Borrower in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closedgood faith.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Note Document to the contrary, when calculating any applicable financial ratio or test or determining other compliance with this Agreement (including the determination of 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 a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower Issuer (the BorrowerIssuer’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), be deemed to be (i) in the case of a Limited Condition Transaction described in clause (i) of the definition thereof, the date the definitive agreements for such Limited Condition Acquisition Transaction are entered into and (ii) in the case of a Limited Condition Transaction described in clause (ii) of the definition thereof, the date of giving of the irrevocable notice of redemption therefor (the “LCA LCT Test Date”) and if, after such financial ratios and tests and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter applicable period being used to calculate such financial ratio ending prior to the LCA LCT Test Date, the Borrower Issuer could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that at the option of the Issuer, the relevant ratios and baskets may be recalculated at the time of consummation of such Limited Condition Transaction. For the avoidance of doubt, (x) if any of such financial ratios or tests are exceeded (or, with respect to the Consolidated Interest Coverage Ratio, not reached) as a result of fluctuations in such ratio or test (including due to fluctuations in Consolidated EBITDA of the Borroweror otherwise) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such financial ratios and tests and other provisions will not be deemed to have been exceeded (or, with respect to the Consolidated Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such financial ratios and tests and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Transactionstransaction. If For the Borrower avoidance of doubt, if the Issuer has made an LCA LCT Election for any Limited Condition AcquisitionTransaction, then in connection with any subsequent calculation of any financial ratio or test or basket availability with respect to any other Specified Limited Condition Transaction on or following the relevant LCA LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated or or, in the case of a Limited Condition Transaction described in clause (i) thereof, the date that the definitive agreement for such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement or any Note Document, any such ratio ratio, test or basket shall be calculated required to comply with any such ratio, test or basket on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and the other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely consummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets thereto has been terminated or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closedexpires.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, other than with respect to any Borrowing under the Revolving Facility, (i) when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) or (ii) or testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Adjusted EBITDA), in connection with a Specified Subject Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio or availability and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition Transaction are entered into or, in respect of any transaction described in clauses (b) and (c) of the definition of Limited Condition Transaction, delivery of irrevocable notice, declaration of dividend or similar event) (the “LCA LCT Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Subject Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA LCT Test Date, the Borrower could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios ratios, baskets and provisions, such ratios, baskets and provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated Adjusted EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Subject Transactions. If the Borrower has made an LCA LCT Election for any Limited Condition AcquisitionTransaction, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 6.15) or basket availability with respect to any other Specified Subject Transaction on or following the relevant LCA LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated or the date that the definitive agreement for such Limited Condition Acquisition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, provided that (other than solely Consolidated Cash Interest Expense for purposes of the Interest 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 reasonably determined by the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used Borrower in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closedgood faith.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement or any other Loan Document (including the determination of 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 a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an a “LCA Election”), be deemed to the applicable date of determination shall be the date that the definitive agreements agreement for such Limited Condition Acquisition are is entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a giving Pro Forma Basis after giving effect to Effect thereto on the LCA Test Date as if such Limited Condition Acquisition had been consummated on such date the Parent and/or the applicable Subsidiary would be permitted consummate such Limited Condition Acquisition on such date in compliance with this Agreement and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test DateLoan Documents, the Borrower could have taken consummation of such action Limited Condition Acquisition on the relevant LCA Test Date in compliance with date on which such ratios Limited Condition Acquisition is actually consummated shall be permitted and provisions, such provisions shall be deemed to have been complied with. For effected in compliance with this Agreement and the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations other Loan Documents in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactionsall respects. 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 the incurrence ratios subject to any other Specified Transaction the LCA Election on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that 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 pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, (i) when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) or (ii) or testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Adjusted EBITDA,) in connection with a Specified Subject Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio or availability and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition Transaction are entered into or, in respect of any transaction described in clauses (b) and (c) of the definition of Limited Condition Transaction, delivery of irrevocable notice, declaration of dividend or similar event) (the “LCA LCT Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Subject Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA LCT Test Date, the Borrower could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios ratios, baskets and provisions, such ratios, baskets and provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. 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 any other Specified Transaction 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 date that 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; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.,

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or other financial calculation or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefromtherefrom or accuracy of representations and warranties) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio or other financial calculation or other applicable covenant and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or accuracy of representations and warranties or other applicable covenant covenant, shall, at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), be deemed to be in the case of a LCT Election, either (A) the date that the definitive agreements for such Limited Condition Acquisition Transaction are entered into or (B) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (the “LCA City Code”) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target company is made in compliance with the City Code or, at the election of the Parent Borrower, any other date thereafter (any such date, the “LCT Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA LCT Test Date, the Parent Borrower could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Parent Borrower) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Transactions. If the Parent Borrower has made an LCA LCT Election for any Limited Condition Acquisition, Transaction then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated consummated, or the date that the definitive agreement for for, or “Rule 2.7 announcement” in respect of, as applicable, such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with any other provision of this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) (other than an Event of Default under either Section 8.01(a) or 8.01(f)) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded after the LCA Test Date as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or but prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. 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 any other Specified Transaction 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 date that 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; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.. The conditions set out in this paragraph shall not in any way change the conditions to any extension of credit under the Loan Documents. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement under any covenant that does not require compliance with a financial ratio or test (including, without limitation, pro forma compliance with any First Lien Net Leverage Ratio test, Total Net Leverage Ratio test and/or any Fixed Charge Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement under the same covenant as such Fixed Amount that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts being substantially concurrently incurred (other than, in the case of any Fixed Amounts contained in Section 7.01 or Section 7.02, any refinancings of any Indebtedness that was previously incurred) and any substantially concurrent borrowings under the Revolving Credit Facility (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts and any substantially concurrent borrowings under the Revolving Credit Facility 71 US-DOCS\117476656.1136335661.3

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or for purposes of (i) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no calculation of the Total Leverage Ratio, the First Lien Leverage Ratio and the Secured Leverage Ratio, (ii) determining compliance with representations, warranties, whether a Default or Event of or Default has occurred, is continuing or would result therefromfrom an action or (iii) testing availability under baskets set forth in this Agreement (including any baskets based on a percentage of Consolidated EBITDA) (including the incurrence of any Incremental Facility), in each case in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of whether such ratio and determination of whether Limited Condition Acquisition (including any Default or Event of Default has occurred, Specified Transaction in connection therewith) is continuing or would result therefrom or other applicable covenant permitted hereunder shall, at the irrevocable option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Parent Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerParent Borrower and its Subsidiaries or the target of such Limited Condition Acquisition) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition (and any Specified Transaction in connection therewith) is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Parent Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 6.10) or basket availability with respect to any other Specified Transaction 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 date that 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; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of 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 a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio or other applicable covenant and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant covenant, shall, at the option of the Borrower Borrowers (the Borrower’s Borrowers’ election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), be deemed to be either (i) the date that the definitive agreements for such Limited Condition Acquisition Transaction are entered into or (ii) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (the “LCA City Code”) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target company is made in compliance with the City Code (in each case the “LCT Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis pro forma basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA LCT Test Date, the Borrower could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerEBITDA) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Transactions. If the Borrower has made an LCA LCT Election for any Limited Condition AcquisitionTransaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated or the date that the definitive agreement for for, or “Rule 2.7 announcement” in respect of, as applicable, such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of 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 a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio or other applicable covenant and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant covenant, shall, at the option of the Borrower Parent (the BorrowerParent’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), be deemed to be either (A) the date that the definitive agreements for such Limited Condition Acquisition Transaction are entered into or (B) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (the “LCA City Code”) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target company is made in compliance with the City Code (any such date, the “LCT Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA LCT Test Date, the Borrower Parent could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that, notwithstanding anything to the contrary herein, at the time of a Limited Condition Transaction no Specified Event of Default shall have occurred and be continuing or would result therefrom. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerParent) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Transactions. If the Borrower Parent has made an LCA LCT Election for any Limited Condition AcquisitionTransaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated consummated, or the date that the definitive agreement for for, or “Rule 2.7 announcement” in respect of, as applicable, such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary in this Agreement or any Loan Document Indenture, to the contrary, when calculating any applicable ratio or determining other compliance with extent that the terms in this Agreement Indenture require (including the determination of i) compliance with any provision financial ratio or test (including, without limitation, the Interest Coverage Ratio or Consolidated Net Leverage Ratio test or Total Unencumbered Assets test) and/or any cap expressed as a percentage of this Agreement which requires that no Adjusted Total Assets or (ii) the absence of a Default or Event of Default has occurred(or any type of Default or Event of Default), is continuing or would result therefrom) in connection with as a Specified Transaction undertaken in connection with condition to the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination ratio, test, cap expressed as a percentage of whether Adjusted Total Assets, Default and/or Event of Default (or any type of Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant Default) shall, at the option election of the Borrower (Issuers, be the Borrower’s election date of the execution of the definitive agreement with respect to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) and such ratios or tests or caps or Defaults or Events of Default shall be calculated on a pro forma basis after giving effect to such Limited Condition Acquisition (including the pro forma adjustments described in the definition of “Interest Coverage Ratio”) as if they had occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Dateapplicable period, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For for the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA or consolidated EBITDA of the Borrowertarget company) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisitiontransactions; provided, then in connection with any subsequent calculation of however, that (a) if any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier cap expressed as a percentage of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation Adjusted Total Assets improves as a result of such Limited Condition Acquisitionfluctuations, any such improved ratio or basket shall cap may be calculated on a Pro Forma Basis assuming utilized and (b) if the Issuers elect to have such Limited Condition Acquisition and other determination occur at the time of entry into the definitive agreement, any such transactions in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have been consummated; provided, that (other than solely with respect to occurred on the incurrence test under which such date the definitive agreements for the applicable Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets are entered into and outstanding thereafter for purposes of calculating any baskets or assets ratios under this Indenture after the date of such definitive agreements and Consolidated Net Income of any target before the consummation of such Limited Condition Acquisition can only be used in the determination of the relevant ratio unless and baskets if and when until such Limited Condition Acquisition has closedbeen abandoned, as determined by the Issuers, prior to the consummation thereof.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating in the case of the incurrence of any applicable ratio or determining Indebtedness (other compliance with this Agreement (than under Revolving Loans but including the determination incurrence of compliance with indebtedness under any provision Incremental Facility) or Liens or the making of this Agreement which requires that no Default any Investments, Restricted Payments, redemption of Junior Debt, Dispositions or Event of Default has occurred, is continuing or would result therefrom) fundamental changes in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date existence of determination of such ratio and determination of whether any Default or Event of Default has occurredDefault, is continuing the accuracy of any representations and warranties, and any relevant ratio (other than for purposes of actual compliance with the Financial Covenant) or would result therefrom or other applicable covenant basket shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be determined as of the date the definitive agreements Limited Condition Acquisition Agreement for such Limited Condition Acquisition are is entered into (and, as applicable, calculated as if the acquisition and other pro forma events in connection therewith were consummated on such date ( the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such ); provided that no Limited Condition Acquisition and the other Specified Transactions to shall be entered into in connection therewith (including any incurrence permitted if a Default or Event of Indebtedness and the use of proceeds thereofDefault under Section 8.1(a) as if they occurred or 8.1(f) shall exist at the beginning time of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall its consummation (or would be deemed to have been complied withcaused thereby). For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerBorrower and the Restricted Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified TransactionsAcquisition. 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 any other Specified Transaction 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 date that 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; provided, that (other than solely with respect to the incurrence test under which Restricted Payments, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition is being madeand other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) Consolidated have not been consummated. Notwithstanding anything to the contrary, the Acquired EBITDA, Consolidated Total Assets or assets and Consolidated Net Income consolidated net income of any target of any such Limited Condition Acquisition acquisition or investment can only be used in the determination of the any relevant ratio and baskets (such as “growth” baskets) under this Agreement if and when such Limited Condition Acquisition acquisition or investment has closedbeen consummated.

Certain Calculations and Tests. (a) 13. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of 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 a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio or other applicable covenant and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant covenant, shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA Election”), be deemed to be either (i) the date that the definitive agreements for such Limited Condition Acquisition Transaction are entered into or (ii) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (the “City Code”) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target company is made in compliance with the City Code (in each case, the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) thereof as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerParent, the Borrower and the Restricted Subsidiaries) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition AcquisitionTransaction, then in connection with any subsequent calculation of any ratio or basket availability with #93847511v24 respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated or the date that the definitive agreement for for, or “Rule 2.7 announcement” in respect of, as applicable, such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document Indenture to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement Indenture (including the determination of compliance with any provision of this Agreement Indenture which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower Issuer (the BorrowerIssuer’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower Issuer could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerIssuer) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower Issuer 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 any other Specified Transaction 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 date that 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 (1) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that consummated and (other than solely with respect 2) on a Pro Forma Basis but without giving effect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income other transactions in connection therewith (including any incurrence of any target Indebtedness and use of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closedproceeds thereof).

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary but subject to clause (b) of this Section 1.09, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement (other than determining compliance with Section 4.02 as such section governs Credit Extensions under any Incremental Facility after the original closing date of such Incremental Facility, unless the lenders under any applicable Incremental Facility agree otherwise) which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio or other applicable covenant and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA Election”), be deemed to be the date that the definitive agreements for such Limited Condition Acquisition Transaction are entered into (in each case, the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) thereof as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerEBITDA) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition AcquisitionTransaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated or the date that the definitive agreement for consummated, such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary but subject to clause (b) of this Section 1.09, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement (other than determining compliance with Section 4.02 as such section governs Credit Extensions under any Incremental Facility after the original closing date of such Incremental Facility, unless the lenders under any applicable Incremental Facility agree otherwise) which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionTransaction, the date of determination of such ratio or other applicable covenant and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA Election”), be deemed to be the date that the definitive agreements for such Limited Condition Acquisition Transaction are entered into (in each case, the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) thereof as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the BorrowerEBITDA) at or prior to the consummation of the relevant Limited Condition AcquisitionTransaction, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition Transaction or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition AcquisitionTransaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other #98202018v27 Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated or the date that the definitive agreement for consummated, such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with any other provision of this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) (other than an Event of Default under either Section 8.01(a) or 8.01(f)) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded after the LCA Test Date as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or but prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. 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 any other Specified Transaction 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 date that 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; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.71 US-DOCS\136335661.3