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, for purposes of (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Limited Condition Transaction, the date of determination, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of of: (ix) determining compliance with any provision in this Agreement or any Loan Document (other than the Financial Covenants (other than any financial ratio or test that requires Pro Forma compliance with the Financial Covenants)) that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, test and/or any Cash Interest Coverage Ratio testtest or Pro Forma compliance test with the Financial Covenants) (and for the avoidance of doubt, and/or any other financial ratio or testset forth in Section 2.20), ; (iiy) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or ); (iiiz) testing any cap measured expressed as a percentage of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or and any other availability of a “basket” or exception set forth in this Agreementexception, in each case, in connection with then such compliance or testing on a Limited Condition Transaction, the date of determinationPro Forma basis may be determined, at the election of the Borrower Borrower: (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1A) in the case of any acquisition Acquisition Transaction, Investment or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of date the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to for such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) Limited Condition Transaction are entered into or (y) at the time of the consummation of such acquisitionthe Limited Condition Transaction, Investment, Disposition, incurrence of Indebtedness as applicable or related transaction, (2B) in the case of any Restricted Paymentprepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition Transaction, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such Restricted Debt Payment prepayment, redemption, repurchase, defeasance or similar repayment, in each case, after giving effect to the relevant Acquisition Transaction, Investment, Disposition and/or prepayment, redemption, repurchase, defeasance or similar repayment (the applicable date pursuant to clause (1), (2) or (3) above, as applicablesuch elected date, the “LCT LCA Test Date”), and if, after such ratios and other provisions are measured on a giving Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT LCA Test Date, the Borrower Holdings could have taken such action on the relevant LCT LCA Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, ,” such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with; provided that if financial statements for one or more subsequent fiscal quarters shall have become available, the Borrower may elect, in its sole discretion, to re-determine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCA Test Date for purposes of such ratios, tests or baskets. For the avoidance of doubt, if the Borrower Holdings has made an LCT Election elected to apply clause (A)(x) or (B)(x) above in connection with any Limited Condition Transaction and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT LCA Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will not be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, (A) any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated and (B) solely in connection with the calculation of any ratio or “basket” availability with respect to the making of Restricted Payments, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis), to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.106.15(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any test and/or Consolidated Cash Interest Coverage Ratio test, ) and/or any other financial ratio basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or test), Consolidated Total Assets) or (ii) determining compliance with representations and warranties the accuracy of any representation or the requirement regarding warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage condition to (A) the consummation of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing, (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”), the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower Representative (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an a “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, similar Investment (including the assumption or incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunderconnection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) Investment or (y) the consummation of such acquisition, acquisition or similar Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted PaymentPayment (including the assumption or incurrence of Indebtedness in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x1) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (y2) the making of such Restricted Payment and and/or (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) such notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above), as applicable, the “LCT Test Date”), and ifin each case, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facilityI) after giving effect to the Limited Condition Transaction relevant acquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, (II) based on the most recently ended Test Period and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereofIII) and, at the election of the BorrowerBorrower Representative, give effect on a Pro Forma Basis to any other acquisition prospective Limited Condition Acquisitions or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to Investments for which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to definitive agreements have been complied withexecuted. For the avoidance of doubt, (i) if the Borrower has made Representative makes an LCT Election and (x) any Election, no Default or Event of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) Default shall occur solely as a result of fluctuations a change in any such the applicable ratio or “basket” test after the time such LCT Election was made and (including due ii) the provisions of this clause (a) shall also apply to fluctuations of any Incremental Facility. If the target of Borrower Representative has made a LCT Election for any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) then in connection with any subsequent calculation determination of compliance with any financial ratio or “basket” availability test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or “basket” availability test and/or basket shall be calculated tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Forma Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of debt Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, the Total Net Leverage Ratio testRatio, any Interest Coverage Ratio test, or the Total Net Secured Leverage Ratio) and/or any other financial ratio the amount of EBITDA or test), Total Assets or (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage condition to (A) the consummation of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”), the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an a “LCT Election”), will be deemed to be (1) in the case of any acquisition or other similar Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, Investment, Disposition, Indebtedness acquisition or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) Investment or (y) the consummation of such acquisition, acquisition or Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above), as applicable, the “LCT Test Date”), and ifin each case, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investmentrelevant acquisition, Restricted Payment, Payment and/or Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied witha Pro Forma Basis. For the avoidance of doubt, if If the Borrower has made an a LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) then in connection with any subsequent calculation determination of compliance with any financial ratio or “basket” availability test (including, without limitation, the Total Net Leverage Ratio, or the Total Net Secured Leverage Ratio) and/or the amount of EBITDA or Total Assets with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments or Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or “basket” availability test and/or the amount of EBITDA or Total Assets shall be calculated tested by calculating the availability under such financial ratio or test and/or the amount of EBITDA or Total Assets, as applicable, on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of debt Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.106.14(a) hereof, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Total Leverage Ratio test and/or any Interest Coverage Ratio test, ) and/or any other financial ratio cap expressed as a percentage of Consolidated Adjusted EBITDA or test), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage condition to (A) the consummation of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, transaction in connection with a Limited Condition Transactionany acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment, the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of similar Investment (including with respect to any Indebtedness assumed or any transaction related to the foregoing, incurred in each case not prohibited hereunderconnection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) in the case of any Limited Condition Acquisition, the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, Investment, Disposition, Indebtedness acquisition or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) Investment or (y) the consummation of such acquisition, acquisition or Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted PaymentPayment (including with respect to any Indebtedness assumed or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment so long as such Restricted Payment is made within 60 days of such declaration or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPayment (including with respect to any Indebtedness assumed or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Payment, (2) or (3) above, as applicable, the “LCT Test Date”), and ifin each case, after such ratios and other provisions are measured giving effect, on a Pro Forma Basis Basis, to (disregarding for I) the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) andrelevant acquisition, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) to the extent definitive documents in respect thereof have been executed or Disposition that has not been consummated but the declaration of any Restricted Payment or delivery of notice with respect to a Restricted Debt Payment (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any additional acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) that the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), be determined as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT Election, unless specifically stated set forth in this Agreement to be otherwise, all determinations of clause (x) compliance with any financial ratio or test (including, without limitation, Section 6.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timea).

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, for purposes of (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio testRatio, any Interest Total Net Cash Leverage Ratio, any Contract Asset Balance Coverage Ratio test, and/or or any other financial ratio or testLTV Ratio test (including as required in the definition of “Permitted Acquisition”)), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) (other than in connection with any borrowing of Revolving Loans or issuance of any Letter of Credit under the Revolving Credit Facility (or Other Revolving Commitments)) or (iii) testing any cap measured expressed as a percentage of Consolidated EBITDA EBITDA, Consolidated Cash EBITDA, Liquidity or any other financial metric or by reference to the Available Amount, or Consolidated Total Assets and any other availability of a “basket” or exception set forth in this AgreementArticle VI, in each case, case in connection with a Specified Transaction or other transaction permitted hereunder, undertaken in connection with the consummation of a Limited Condition Transaction, the date of determinationdetermination of whether any such action is permitted hereunder (but not, for the avoidance of doubt, in connection with any calculation of the Financial Maintenance Covenant for the purposes of Section 6.13 only), at the election of the Borrower (the Borrower’s such election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of date the definitive acquisition agreements for such Limited Condition Transaction are entered into or other binding contracts or agreements, or the establishment (y) in respect of a commitment, as applicable, with respect to such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely sales in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers appliesapplies (or similar law or practice in other jurisdictions), the date on which a “Rule 2.7 Announcementannouncement” of a firm intention intends to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the United Kingdom City Code on Takeovers and Mergers in respect of such a target company made in compliance with the City Code or similar laws or practices in other jurisdictions of a Limited Condition Transaction (a “Public Offer”)) or (y) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such giving pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Tests Period ending on or prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will not be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated (x) on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of debt Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had been consummated or (y) solely in respect of any Restricted Payment or any Restricted Debt Payment, on a standalone basis without assuming such Limited Condition 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)) had been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Total Net Leverage Ratio test, any Secured Net Leverage Ratio testRatio, any Total Net Cash Leverage Ratio testRatio, any Interest Contract Asset Balance Coverage Ratio testor any LTV Ratio test (but not, and/or for the avoidance of doubt, in connection with any other financial ratio or testcalculation of the Financial Maintenance Covenant for the purposes of Section 6.13 only)) and/or any cap expressed as a percentage of Consolidated EBITDA EBITDA, Consolidated Cash EBITDA, Liquidity or any other financial metricConsolidated Total Assets, (y) the accuracy of 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 any “baskets” shall, in each case, shall be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, other transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timehereunder.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.106.11 hereof, any First Lien Net Total Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, test and/or any cap expressed as a percentage and/or based on the amount of Consolidated Adjusted EBITDA or any other financial ratio or test)basket, (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured the accuracy of representations and warranties as a percentage condition to (A) the consummation of Consolidated EBITDA any Limited Condition Transaction or any other financial metric transaction in connection therewith (including the assumption or by reference to incurrence of Indebtedness) and/or (B) the Available Amount, making of any Restricted Payment or any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Limited Condition TransactionRestricted Debt Payment, the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition Acquisition or similar Investment or other Investment, Disposition, incurrence of Indebtedness or any transaction related to described in the foregoing, in each case not prohibited hereunderimmediately preceding clause (A), at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, Investment, Disposition, Indebtedness Acquisition or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) Investment or (y) the consummation of such acquisition, Acquisition or other Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Payment, (2) or (3) abovein each case, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) andrelevant Acquisition, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Payment and/or Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation and, in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Dateeach case, the Borrower could have taken such action incurrence or assumption of any Indebtedness in connection therewith, on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, a Pro Forma Basis; provided that if the Borrower has made such an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (orelection, with respect to the Interest Coverage Ratiothen, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier determination of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, 6.11 hereof and/or any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or testRatio) and/or any cap expressed as a percentage or based on the amount of Consolidated Adjusted EBITDA or and/or any other financial metric, basket or (yii) the accuracy of 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 any “baskets” shallthe accuracy of representations and warranties, in each casecase as a condition to the consummation of any transaction in connection with (A) any Limited Condition Transaction (including the assumption or incurrence of Indebtedness) and/or (B) the making of any Restricted Payment or Restricted Debt Payment in each of the foregoing cases on or following the date of such election and prior to (x) in the case of clause (A) of this proviso, be made as the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated and (y) in the case of clause (B) of this proviso, the making of the applicable date Restricted Payment or Restricted Debt Payment, each such determination shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction, Restricted Payment or Restricted Debt Payment and other pro forma events in connection therewith (including any incurrence of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timeIndebtedness) have been consummated.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.107.11 hereof, any First Lien Senior Secured Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, test and/or any Consolidated Interest Coverage Ratio test, ) and/or any cap expressed as a percentage and/or based on the amount of Consolidated EBITDA or any other financial ratio or test)basket, (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured the accuracy of representations and warranties as a percentage condition to (A) the consummation of Consolidated EBITDA any Limited Condition Transaction or any other financial metric transaction in connection therewith (including the assumption or by reference to incurrence of Indebtedness) and/or (B) the Available Amount, making of any Restricted Payment or any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Limited Condition TransactionRestricted Debt Payment, the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition Acquisition or similar Investment or other Investment, Disposition, incurrence of Indebtedness or any transaction related to described in the foregoing, in each case not prohibited hereunderimmediately preceding clause (A), at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, Investment, Disposition, Indebtedness Acquisition or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) Investment or (y) the consummation of such acquisition, Acquisition or other Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Payment, (2) or (3) abovein each case, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) andrelevant Acquisition, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Payment and/or Restricted Debt Payment or Disposition on a Pro Forma Basis; provided that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made such an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (orelection, with respect to the Interest Coverage Ratiothen, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier determination of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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 6.107.11 hereof, any First Lien Net Leverage Ratio test, any Senior Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, and/or any Consolidated Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage or based on the amount of Consolidated EBITDA or and/or any other financial metric, basket or (yii) the accuracy of 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 any “baskets” shallthe accuracy of representations and warranties, in each casecase as a condition to the consummation of any transaction in connection with (A) any Limited Condition Transaction (including the assumption or incurrence of Indebtedness) and/or (B) the making of any Restricted Payment or Restricted Debt Payment in each of the foregoing cases on or following the date of such election and prior to (x) in the case of clause (A) of this proviso, be made as the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated and (y) in the case of clause (B) of this proviso, the making of the applicable date Restricted Payment or Restricted Debt Payment, each such determination shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction, Restricted Payment or Restricted Debt Payment and other pro forma events in connection therewith (including any incurrence of Indebtedness) have been consummated. For the consummation avoidance of doubt, notwithstanding anything to the Specified Transaction or contrary in this Section 1.04, the time the applicable action is taken, change is made, transaction is consummated or event occurs, requirements of Section 5.02 are required to be satisfied in connection with any extension of credit except as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timeexpressly provided herein.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.106.15(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Fixed Charge Coverage Ratio test, ) and/or any other financial ratio the amount of Consolidated Adjusted EBITDA or test), Consolidated Total Assets or (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage condition to (A) the making of Consolidated EBITDA or any other financial metric or by reference to Restricted Payment and/or (B) the Available Amount, or making of any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Limited Condition TransactionRestricted Debt Payment, the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (32) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Payment, (2) or (3) abovein each case, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investmentrelevant acquisition, Restricted Payment, Payment and/or Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timeBasis.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10, any First Lien Net Senior Secured Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Interest Total Leverage Ratio test or any Fixed Charge Coverage Ratio test, ) and/or the amount of Consolidated Adjusted EBITDA or any other financial ratio cap expressed as a percentage of Consolidated Total Assets or test), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage condition to (A) the consummation of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, transaction in connection with any acquisition or similar Investment, (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (including in each case of clauses (A), (B) and (C), the related assumption or incurrence of Indebtedness) (such action pursuant to clauses (A), (B) or (C), a “Limited Condition Transaction”), the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an a “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, similar Investment or related incurrence or assumption of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunderIndebtedness, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) ), either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, acquisition or Investment, Disposition, or incurrence or assumption of Indebtedness or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisition, acquisition or Investment, Disposition, or incurrence or assumption of Indebtedness or related transactionIndebtedness, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above), as applicable, the “LCT Test Date”), and ifin each case, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) andrelevant acquisition, at the election of the Borrower, any other acquisition or similar InvestmentIndebtedness, Restricted Payment, Payment and/or Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied witha Pro Forma Basis. For the avoidance of doubt, if If the Borrower has made an a LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) then in connection with any subsequent calculation determination of compliance with any financial ratio or “basket” availability test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments or Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or “basket” availability test and/or amount of Consolidated Adjusted EBITDA or Consolidated Total Assets shall be calculated tested by calculating the availability under such financial ratio or test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets, as applicable, on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of debt Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitationincluding Section 6.10(a), Section 6.106.10(b), Section 6.10(c), any First Lien Rent Adjusted Net Leverage Ratio test, any Secured Total Rent Adjusted Net Leverage Ratio test, Total Net Leverage Ratio test, test and/or any Interest Fixed Charge Coverage Ratio test, ) and/or any other financial ratio cap expressed as a percentage of Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDAR or test)Consolidated Total Assets, (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or ), (iii) testing the making or accuracy of any representation and/or warranty or (iv) compliance with availability under any basket or cap measured (including any basket or cap expressed as a percentage of Consolidated Adjusted EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this AgreementConsolidated Total Assets), in each case, a condition to (A) the consummation of any transaction in connection with a Limited Condition Transactionany acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment, the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investmentsimilar Investment (including with respect to any Indebtedness contemplated, Disposition, incurrence of Indebtedness assumed or any transaction related to the foregoing, incurred in each case not prohibited hereunderconnection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, acquisition or Investment, Disposition, Indebtedness or related transaction (or, solely y) in connection with an acquisition to which the United Kingdom City Code on Takeovers or Takeover and Mergers (or any comparable Requirement of Law) applies, the date on which a “Rule 2.7 Announcementannouncement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such the target company made in compliance with the City Code of an acquisition (or similar laws or practices in other jurisdictions (a “Public Offer”)equivalent notice under comparable Requirements of Law) or (yz) the consummation of such acquisition, acquisition or Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Payment, (2) or (3) above, as applicable, the “LCT Test Date”), and ifin each case, after such ratios and other provisions are measured giving effect, on a Pro Forma Basis Basis, to (disregarding for I) the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) andrelevant acquisition, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) to the extent definitive documents in respect thereof have been executed, the Restricted Payment has been declared or Disposition that has not been consummated but delivery of notice with respect to a Restricted Debt Payment has been delivered (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any other Subject Transaction that the Borrower has elected to test any applicable condition prior to the date of consummation treat in accordance with this Section 1.09(aclause (a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.107.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test and/or any Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, ) and/or any other financial ratio cap expressed as a percentage of Consolidated EBITDA or test), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage condition to (A) the consummation of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, transaction in connection with a Limited Condition Transactionany acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Prepayment, the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other similar Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, Investment, Disposition, Indebtedness acquisition or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) Investment or (y) the consummation of such acquisition, acquisition or Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment (provided, that such Restricted Payment is made within 60 days after the date of declaration thereof), or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPrepayment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice of prepayment issued in compliance with the definitive documents applicable to such Junior Indebtedness with respect to such Restricted Debt Payment Prepayment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Prepayment, (2) or (3) abovein each case, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investmentrelevant acquisition, Restricted Payment, Payment and/or Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated Prepayment on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timeBasis.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.107.10, any First Lien Net Leverage Ratio test, any Senior Secured Net Leverage Ratio test and/or any Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, ) and/or any other financial ratio cap expressed as a percentage of Consolidated EBITDA or test), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage condition to (A) the consummation of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, transaction in connection with a Limited Condition Transactionany acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Prepayment, the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other similar Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, Investment, Disposition, Indebtedness acquisition or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) Investment or (y) the consummation of such acquisition, acquisition or Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment (provided such Restricted Payment is made within 60 days after the date of declaration thereof), or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPrepayment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice of prepayment issued in compliance with the definitive documents applicable to such Junior Indebtedness with respect to such Restricted Debt Payment Prepayment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Prepayment, (2) or (3) abovein each case, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investmentrelevant acquisition, Restricted Payment, Payment and/or Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated Prepayment on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timeBasis.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitationincluding Section 6.10(a), Section 6.106.10(b), Section 6.10(c), any First Lien Rent Adjusted Net Leverage Ratio test, any Secured Total Rent Adjusted Net Leverage Ratio test, Total Net Leverage Ratio test, test and/or any Interest Fixed Charge Coverage Ratio test, ) and/or any other financial ratio cap expressed as a percentage of Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDAR or test)Consolidated Total Assets, (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or ), (iii) testing the making or accuracy of any representation and/or warranty or (iv) compliance with availability under any basket or cap measured (including any basket or cap expressed as a percentage of Consolidated Adjusted EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this AgreementConsolidated Total Assets), in each case, a condition to (A) the consummation of any transaction in connection with a Limited Condition Transactionany acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment, the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other similar Investment (including with respect to any Indebtedness contemplated, assumed or incurred in connection therewith), at the time of 77 (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment, Disposition, incurrence of Indebtedness (y) in connection with an acquisition to which the United Kingdom City Code or Takeover and Mergers (or any transaction related comparable Requirement of Law) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of the foregoingtarget of an acquisition (or equivalent notice under comparable Requirements of Law) or (z) the consummation of such acquisition or Investment, (2) in each the case not prohibited hereunderof any Restricted Payment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect declaration of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) Restricted Payment or (y) the consummation making of such acquisition, Investment, Disposition, incurrence of Indebtedness or related transaction, Restricted Payment and (23) in the case of any Restricted PaymentDebt Payment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Payment, (2) or (3) above, as applicable, the “LCT Test Date”), and ifin each case, after such ratios and other provisions are measured giving effect, on a Pro Forma Basis Basis, to (disregarding for I) the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) andrelevant acquisition, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) to the extent definitive documents in respect thereof have been executed, the Restricted Payment has been declared or Disposition that has not been consummated but delivery of notice with respect to a Restricted Debt Payment has been delivered (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any other Subject Transaction that the Borrower has elected to test any applicable condition prior to the date of consummation treat in accordance with this Section 1.09(aclause (a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, including Section 6.107.08, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test and/or any Total Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, ) and/or any other financial ratio or test)cap expressed as a percentage of Consolidated EBITDA, (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or ), (iii) testing the making or accuracy of any cap measured representation and/or warranty or (iv) compliance with availability under any basket (including any basket expressed as a percentage of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this AgreementConsolidated Total Assets), in each case, as a condition to (A) the consummation of any transaction in connection with a Limited Condition Transactionany acquisition or similar Investment, (B) the date making of determinationany Restricted Payment, (C) the making of any Restricted Debt Payment and/or (D) the assumption or incurrence of any Indebtedness in connection with transactions described in the foregoing clauses (A) through (C) the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investmentsimilar Investment (including with respect to any Indebtedness contemplated, Disposition, incurrence of Indebtedness assumed or any transaction related to the foregoing, incurred in each case not prohibited hereunderconnection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, acquisition or Investment, Disposition, Indebtedness or related transaction (or, solely y) in connection with an acquisition to which the United Kingdom City Code on Takeovers or Takeover and Mergers (or any comparable Law) applies, the date on which a “Rule 2.7 Announcementannouncement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such the target company made in compliance with the City Code of an acquisition (or similar laws or practices in other jurisdictions (a “Public Offer”)equivalent notice under comparable Law) or (yz) the consummation of such acquisition, acquisition or Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted PaymentPayment (including with respect to any Indebtedness contemplated, assumed or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the declaration of such Restricted Payment (provided, that such Restricted Payment is made within 60 days after the date of declaration thereof), or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPayment (including with respect to any Indebtedness contemplated, assumed or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) delivery of irrevocable (which may be conditional) notice of prepayment issued in compliance with the definitive documents applicable to such Junior Indebtedness with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Payment, (2) or (3) abovein each case, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to (I) the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) andrelevant acquisition, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) to the extent definitive documents in respect thereof have been executed, the Restricted Payment has been declared or Disposition that has not been consummated but delivery of notice with respect to a Restricted Debt Payment has been given (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any other Specified Transaction that the Borrower has elected to test any applicable condition prior to the date of consummation treat in accordance with this Section 1.09(aclause (a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.106.15, any First Lien Net Leverage Ratio test, any Secured Net Total Leverage Ratio test, ) and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio Assets or test), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage condition to (A) the making of Consolidated EBITDA or any other financial metric or by reference to Restricted Payment and/or (B) the Available Amount, or making of any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Limited Condition TransactionRestricted Debt Payment, the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition TransactionRepresentative, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (32) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Payment, (2) or (3) abovein each case, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investmentrelevant acquisition, Restricted Payment, Payment and/or Restricted Debt Payment or Disposition on a Pro Forma Basis; provided that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower Representative has made such an LCT Election and (x) election, in connection with the calculation of any of the ratios ratio, test or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, basket with respect to the Interest Coverage Ratio, not reached) as a result incurrence of fluctuations in any such ratio or “basket” Indebtedness (including due to fluctuations of any Incremental Facilities) or Liens, or the target making of any Limited Condition Transaction) at Investments, Restricted Payments, Restricted Debt Payments, Dispositions, fundamental changes or prior to the consummation designation of the relevant Limited Condition Transaction, such “baskets” a Restricted Subsidiary or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability Unrestricted Subsidiary on or following the relevant LCT Test Date such date and prior to the earlier of (i) the date on which such Limited Condition Transaction Restricted Payment or Restricted Debt Payment (as applicable) is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transactionmade, any such ratio ratio, test or “basket” availability basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction Restricted Payment or Restricted Debt Payment (as applicable) and other transactions pro forma events in connection therewith (including any incurrence of debt and the use of proceeds thereof (but without netting the cash proceeds thereof)Indebtedness) had have been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10, any First Lien Net Leverage Ratio test, any Secured Net Total Leverage Ratio test, ) and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio Assets or test), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage condition to (A) the making of Consolidated EBITDA or any other financial metric or by reference to Restricted Payment and/or (B) the Available Amount, or making of any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Limited Condition TransactionRestricted Debt Payment, the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition TransactionRepresentative, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (32) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Payment, (2) or (3) abovein each case, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investmentrelevant acquisition, Restricted Payment, Payment and/or Restricted Debt Payment or Disposition on a Pro Forma Basis; provided that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower Representative has made such an LCT Election and (x) election, in connection with the calculation of any of the ratios ratio, test or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, basket with respect to the Interest Coverage Ratio, not reached) as a result incurrence of fluctuations in any such ratio or “basket” Indebtedness (including due to fluctuations of any Incremental Facilities) or Liens, or the target making of any Limited Condition Transaction) at Investments, Restricted Payments, Restricted Debt Payments, Dispositions, fundamental changes or prior to the consummation designation of the relevant Limited Condition Transaction, such “baskets” a Restricted Subsidiary or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability Unrestricted Subsidiary on or following the relevant LCT Test Date such date and prior to the earlier of (i) the date on which such Limited Condition Transaction Restricted Payment or Restricted Debt Payment (as applicable) is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transactionmade, any such ratio ratio, test or “basket” availability basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction Restricted Payment or Restricted Debt Payment (as applicable) and other transactions pro forma events in connection therewith (including any incurrence of debt and the use of proceeds thereof (but without netting the cash proceeds thereof)Indebtedness) had have been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitationincluding Section 6.10(a), Section 6.106.10(b), any First Lien Rent Adjusted Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Rent Adjusted Net Leverage Ratio test, any Interest Total Rent Adjusted Net Leverage Ratio test and/or any Fixed Charge Coverage Ratio test, ) and/or any other financial ratio cap expressed as a percentage of Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDAR or test)Consolidated Total Assets, (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or ), (iii) testing the making or accuracy of any representation and/or warranty or (iv) compliance with availability under any basket or cap measured (including any basket or cap expressed as a percentage of Consolidated Adjusted EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this AgreementConsolidated Total Assets), in each case, a condition to (A) the consummation of any transaction in connection with a Limited Condition Transactionany acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment, the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investmentsimilar Investment (including with respect to any Indebtedness contemplated, Disposition, incurrence of Indebtedness assumed or any transaction related to the foregoing, incurred in each case not prohibited hereunderconnection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, acquisition or Investment, Disposition, Indebtedness or related transaction (or, solely y) in connection with an acquisition to which the United Kingdom City Code on Takeovers or Takeover and Mergers (or any comparable Requirement of Law) applies, the date on which a “Rule 2.7 Announcementannouncement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such the target company made in compliance with the City Code of an acquisition (or similar laws or practices in other jurisdictions (a “Public Offer”)equivalent notice under comparable Requirements of Law) or (yz) the consummation of such acquisition, acquisition or Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Payment, (2) or (3) above, as applicable, the “LCT Test Date”), and ifin each case, after such ratios and other provisions are measured giving effect, on a Pro Forma Basis Basis, to (disregarding for I) the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) andrelevant acquisition, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) to the extent definitive documents in respect thereof have been executed, the Restricted Payment has been declared or Disposition that has not been consummated but delivery of notice with respect to a Restricted Debt Payment has been delivered (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any other Subject Transaction that the Borrower has elected to test any applicable condition prior to the date of consummation treat in accordance with this Section 1.09(aclause (a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.106.13(a) hereof, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test or any Total Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, ) and/or any other financial ratio cap expressed as a percentage of Consolidated Adjusted EBITDA or test), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage condition to (A) the consummation of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, transaction in connection with a Limited Condition Transactionany acquisition or similar Investment (including the assumption or incurrence of Indebtedness, other than any Credit Extension made pursuant to Section 4.02 or any Initial Delayed Draw Term Loan Extension made pursuant to Section 4.03), and/or (B) the making of any Restricted Payment, the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of similar Investment (including with respect to any Indebtedness contemplated or any transaction related to the foregoing, incurred in each case not prohibited hereunderconnection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely in connection with an any acquisition to which the United Kingdom City Code on Takeovers Takeover and Mergers (or any comparable law, rule or regulation in any other jurisdiction) applies, the date on which a “Rule 2.7 Announcementannouncement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of the relevant target of such target company made acquisition (or equivalent notice under such comparable law, rule or regulations in compliance such other jurisdiction) (y) the execution of the definitive agreement with the City Code respect to such acquisition or similar laws or practices in other jurisdictions (a “Public Offer”)) Investment or (yz) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness acquisition or related transaction, Investment and (2) following the consummation of an IPO, in the case of any Restricted PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment (so long as such Restricted Payment is paid within 60 days of the declaration thereof) or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT Test Date”), and ifin each case, after such ratios and other provisions are measured giving effect, on a Pro Forma Basis Basis, to (disregarding for I) the purposes of such pro forma calculation relevant acquisition, Investment, Restricted Payment, and/or any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith related Indebtedness (including any incurrence of Indebtedness and the intended use of proceeds thereof) andand (II) to the extent definitive documents in respect thereof have been executed, at an announcement of intention to make an offer, or the election declaration of any Restricted Payment has been made (which definitive documents, announcement or declaration has not terminated or expired without the Borrowerconsummation thereof), any other acquisition or similar additional acquisition, Investment, Restricted Payment, Restricted Debt Payment or Disposition and/or any related Indebtedness (including the intended use of proceeds thereof) that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation treat in accordance with this Section 1.09(aclause (a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) Notwithstanding anything in When calculating the availability under any basket or ratio under this Agreement or any Loan Document to the contrary, for purposes of (i) determining compliance with any provision in of this Agreement in connection with any Limited Condition Transaction and any actions or any Loan Document that requires transactions related thereto (including acquisitions, Investments, the calculation incurrence, issuance or assumption of any financial ratio Indebtedness and the use of proceeds thereof, the incurrence or test (includingcreation of Liens, without limitationrepayments, Section 6.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or testRestricted Payments and Asset Dispositions), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), will 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 (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended “LCT Test Period at the time ofDate”) either (xa) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to agreement for such acquisition, Investment, Disposition, Indebtedness or related transaction Limited Condition 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 “Rule 2.7 Announcementannouncement” of a firm intention to make an offer (or similar equivalent announcement or determination in another jurisdiction subject to laws similar to the City Code jurisdiction) (an “LCT Public Offer”) in respect of such a target company made of a Limited Condition Transaction and, in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisitioneach case, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such giving pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other any actions or transactions to be entered into in connection therewith related thereto (including any incurrence acquisitions, Investments, the incurrence, issuance or assumption of Indebtedness and the use of proceeds thereof) and, at the election incurrence or creation of the BorrowerLiens, any other acquisition or similar Investmentrepayments, Restricted PaymentPayments and Asset Dispositions) and any related pro forma adjustments, Holdings or any of its Restricted Debt Payment Subsidiaries would have been permitted to take such actions or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken consummate such action transactions on the relevant LCT Test Date in compliance with such ratiosratio, representation, warranty, absence of Default test or Event of Default or “basket”basket (and any related requirements and conditions), such ratio, representation, warranty, absence of Default test or Event of Default or “basket” 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, (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) and (c) Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate as reasonably determined by the Borrower. For the avoidance of doubt, if the Borrower has made an LCT Election and Election, (x1) if any of the ratios ratios, tests or “baskets” baskets for which compliance was determined or tested as of the LCT Test Date are would at any time after the LCT Test Date have been exceeded (or, or otherwise failed to have been complied with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio ratio, test or “basket” (, including due to fluctuations in EBITDA or total assets of Holdings or the target of any Limited Condition Transaction) at or prior Person subject to the consummation of the relevant such Limited Condition Transaction, such “baskets” , tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations; (2) if any related requirements and other provisions conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the 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 been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower occurred or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) be continuing); and (y3) in calculating the availability under any ratio, test or basket in connection with any subsequent calculation of any ratio action or “basket” availability on or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition 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 Transaction, any such ratio ratio, test or “basket” availability basket shall be calculated on a Pro Forma Basis assuming determined or tested giving pro forma effect to such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timeTransaction.

Certain Calculations and Tests. (a) Notwithstanding a)Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.107.10, any First Lien Net Leverage Ratio test, any Senior Secured Net Leverage Ratio test and/or any Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, ) and/or any other financial ratio cap expressed as a percentage of Consolidated EBITDA or test), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage condition to (A) the consummation of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, transaction in connection with a Limited Condition Transactionany acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Prepayment, the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other similar Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, 32 agreement with respect to such acquisition, Investment, Disposition, Indebtedness acquisition or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) Investment or (y) the consummation of such acquisition, acquisition or Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment (provided such Restricted Payment is made within 60 days after the date of declaration thereof), or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPrepayment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice of prepayment issued in compliance with the definitive documents applicable to such Junior Indebtedness with respect to such Restricted Debt Payment Prepayment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Prepayment, (2) or (3) abovein each case, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investmentrelevant acquisition, Restricted Payment, Payment and/or Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated Prepayment on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith Basis. (including any incurrence b)For purposes of debt and determining the use of proceeds thereof (but without netting the cash proceeds thereof)) had been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence permissibility of any Incremental Facility. For the avoidance action, change, transaction or event that requires a calculation of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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 6.107.10, any First Lien Net Leverage Ratio test, any Senior Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, test and/or any other financial ratio or test) and/or any cap expressed as a percentage the amount of Consolidated EBITDA or any other Total Consolidated Assets), such financial metric, (y) the accuracy of any representation and warranties, ratio or any requirement regarding the absence of test shall be calculated on a Default or Event of Default (or any type of Default or Event of Default) or (z) any availability test under any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or pro forma basis at the time the applicable such action is takentaken (subject to clause (a) 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 shall occur be deemed to have occurred solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability test occurring after the time such timeaction is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. Section 1.09.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (iw) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, including Section 6.108.1 hereof, any First Lien Consolidated Interest Coverage Ratio test, any Consolidated Net Leverage Ratio test, any Consolidated Senior Secured Net Leverage Ratio test, Total Net Leverage Ratio testthe amount of Consolidated EBITDA or any cap expressed as a percentage of Consolidated EBITDA) in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Interest Coverage Ratio testDisposition, and/or the making of an Investment, the making of a Restricted Payment or the payment of any other financial ratio or test)Junior Debt, (iix) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default Default, (y) compliance with any provision of this Agreement which requires compliance with any representation or any type of Default or Event of Default) warranties set forth herein or (iiiz) testing any cap measured as a percentage the satisfaction of Consolidated EBITDA or any all other financial metric or by reference conditions precedent to the Available Amountincurrence of Indebtedness, or the creation of Liens, the making of any other availability Disposition, the making of an Investment, the making of a “basket” Restricted Payment or exception set forth in this Agreementthe payment of any Junior Debt, in each case, in connection with a Limited Condition Transaction, the date of determinationdetermination of such ratio or other provisions, absence of any Default or Event of Default, determination of compliance with any representations or warranties or the satisfaction of any other conditions shall, at the election option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election,”), will be deemed to be the date the definitive agreements (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of relevant definitive documentation) for such Limited Condition Transaction are entered into (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured . If on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) basis after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness therewith, calculating such ratios and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), provisions as if they such Limited Condition Transaction or other transactions had occurred at the beginning of the most recently completed Test Period recent period of four consecutive fiscal quarters ending prior to the LCT Test DateDate for which financial statements have been (or are required to be) delivered pursuant to Section 7.1, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default the applicable ratios or Event of Default or “basket”other provisions, such ratio, representation, warranty, absence of Default or Event of Default or “basket” provisions shall be deemed to have been complied with, unless an Event of Default pursuant to Section 9(a), or, solely with respect to the Borrower, Section 9(f) shall be continuing on the date such Limited Condition Transaction is consummated. For the avoidance of doubt, if the Borrower has made an LCT Election and (xi) any of the ratios or “baskets” for which compliance was determined or tested as of if, following the LCT Test Date Date, any of such ratios or other provisions are exceeded (or, with respect to the Interest Coverage Ratio, not reached) or breached as a result of fluctuations in any such ratio or “basket” (including due to fluctuations in Consolidated EBITDA or other components of the target of any Limited Condition Transactionsuch ratio) or other provisions at or prior to the consummation of the relevant Limited Condition TransactionTransactions, such “baskets” or ratios and other provisions will not be deemed not to have been exceeded (or, with respect or failed to the Interest Coverage Ratio, not reached) have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (providedii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction, for unless, other than if an Event of Default pursuant to Section 9(a), or, solely with respect to the avoidance of doubtBorrower, that Section 9(f), shall be continuing on such date, the Borrower or elects, in its sole discretion, to test such ratios and compliance with such conditions on the date such Limited Condition Transaction is consummated. If the Borrower has made an LCT Election for any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, basket availability or “basket” availability compliance with any other provision hereunder (other than actual compliance with Section 8.1) on or following the relevant LCT Test Date and prior to the earlier earliest of (i) the date on which such Limited Condition Transaction is consummated or (ii) consummated, the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition TransactionTransaction or the date the Borrower makes an election pursuant to clause (ii) of the immediately preceding sentence, any such ratio ratio, basket or “basket” availability compliance with any other provision hereunder shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction 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 been consummatedconsummated on the LCT Test Date. The provisions Notwithstanding anything herein to the contrary, the terms of this Section 1.09(a1.3(a) shall, for shall not apply to the avoidance conditions set forth in Section 6.2 with respect to any extension of doubt, apply in credit under theany Revolving Facility (other than with respect of to the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timeRevolving Facility Commitments).

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.106.15(a) hereof, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Total Leverage Ratio test and/or any Interest Coverage Ratio test, ) and/or any other financial ratio cap expressed as a percentage of Consolidated Adjusted EBITDA or test), Consolidated Total Assets or (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage condition to (A) the consummation of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, transaction in connection with a Limited Condition Transactionany acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment, the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of similar Investment (including with respect to any Indebtedness contemplated or any transaction related to the foregoing, incurred in each case not prohibited hereunderconnection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) solely with respect to any Limited Conditionality Acquisition, the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, Investment, Disposition, Indebtedness acquisition or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) Investment or (y) the consummation of such acquisition, acquisition or Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 60 days following the date of declaration) or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Payment, (2) or (3) above, as applicable, the “LCT Test Date”), and ifin each case, after such ratios and other provisions are measured giving effect, on a Pro Forma Basis Basis, to (disregarding for I) the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) andrelevant acquisition, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) to the extent definitive documents in respect thereof have been executed or Disposition that the declaration of any Restricted Payment has not been consummated but made or delivery of notice with respect to a Restricted Debt Payment has been given (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any additional acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) that the Borrower has elected to test any applicable condition prior to the date of consummation treat in accordance with this Section 1.09(aclause (a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (ad) Notwithstanding anything in this Agreement or any Loan Credit Document to the contrary, for purposes of (i) determining compliance with any provision in this Agreement or any Loan Credit Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage of Consolidated EBITDA or any other cap, financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Limited Condition Transaction, the date of determination, at the election of the any Borrower (the such Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be be: (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period measurement period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such acquisition, Investment, Disposition, Indebtedness Investment or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness acquisition or Investment or related transaction, ; and (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period measurement period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (32) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the any Borrower, any other acquisition or similar Investment, Investment or Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the such Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a1.8(a), as if they had occurred at the beginning of the most recently completed Test Period measurement period ending prior to the LCT Test Date, the such Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the a Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the EBITDA or total assets of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the such Borrower or any other Group Member Credit Party or Restricted Subsidiary may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a1.8(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental FacilityRevolving Loans. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.106.15(a), any First Lien Net Fixed Charge Coverage Ratio test, any Secured Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Payment Condition and any Interest Coverage Ratio test, ) and/or any other financial ratio cap expressed as a percentage of Consolidated Adjusted EBITDA or test), Consolidated Total Assets and/or Specified Excess Availability and/or (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default, Specified Default or Event of Default (or any type of Default, Specified Default or Event of Default) or (iii) testing any cap measured as a percentage condition to (A) the consummation of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, transaction in connection with a Limited Condition Transactionany acquisition or similar investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment, the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition TransactionRepresentative, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of similar investment (including with respect to any Indebtedness contemplated or any transaction related to the foregoing, incurred in each case not prohibited hereunderconnection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, Investment, Disposition, Indebtedness acquisition or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) Investment or (y) the consummation of such acquisition, acquisition or Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Payment, (2) or (3) above, as applicable, the “LCT Test Date”), and ifin each case, after such ratios and other provisions are measured giving effect, on a Pro Forma Basis Basis, to (disregarding for I) the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) andrelevant acquisition, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) to the extent definitive documents in respect thereof have been executed or Disposition that has not been consummated but the declaration of any Restricted Payment or delivery of notice with respect to a Restricted Debt Payment (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any additional acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) that the Borrower Representative has elected to test any applicable condition prior to the date of consummation be determined as set forth in accordance with this Section 1.09(aclause (a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided; it being understood, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection solely for purposes of calculating compliance with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of debt and the use of proceeds thereof (but without netting the cash proceeds thereofSection 6.15(a)) had been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation required calculation shall be the last day of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may beTest Period, and no Default or Event of Default Subject Transaction occurring thereafter shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timebe taken into account).

Certain Calculations and Tests. (a) Notwithstanding anything in When calculating the availability under any basket or ratio under this Agreement or any Loan Document to the contrary, for purposes of (i) determining compliance with any provision in of this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Limited Condition Transaction, the date of determination, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition TransactionTransaction and any actions or transactions 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), in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), will 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 (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended “LCT Test Period at the time ofDate”) either (xa) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to agreement for such acquisition, Investment, Disposition, Indebtedness or related transaction Limited Condition 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 “Rule 2.7 Announcementannouncement” of a firm intention to make an offer (or similar equivalent announcement or determination in another jurisdiction subject to laws similar to the City Code jurisdiction) (an “LCT Public Offer”) in respect of such a target company made of a Limited Condition Transaction and, in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisitioneach case, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such giving pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other any actions or transactions to be entered into in connection therewith related thereto (including any incurrence acquisitions, Investments, the incurrence, issuance or assumption of Indebtedness and the use of proceeds thereof) and, at the election incurrence or creation of the BorrowerLiens, any other acquisition or similar Investmentrepayments, Restricted PaymentPayments and Asset Dispositions) and any related pro forma adjustments, Holdingsthe Company or any of its Restricted Debt Payment Subsidiaries would have been permitted to take such actions or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken consummate such action transactions on the relevant LCT Test Date in compliance with such ratiosratio, representation, warranty, absence of Default test or Event of Default or “basket”basket (and any related requirements and conditions), such ratio, representation, warranty, absence of Default test or Event of Default or “basket” 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 Company 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, (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) and (c) Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate as reasonably determined by the Company. For the avoidance of doubt, if the Borrower Company has made an LCT Election and Election, (x1) if any of the ratios ratios, tests or “baskets” baskets for which compliance was determined or tested as of the LCT Test Date are would at any time after the LCT Test Date have been exceeded (or, or otherwise failed to have been complied with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio ratio, test or “basket” (, including due to fluctuations in EBITDA or total assets of Holdingsthe Company or the target of any Limited Condition Transaction) at or prior Person subject to the consummation of the relevant such Limited Condition Transaction, such “baskets” , tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations; (2) if any related requirements and other provisions conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the 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 been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower occurred or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) be continuing); and (y3) in calculating the availability under any ratio, test or basket in connection with any subsequent calculation of any ratio action or “basket” availability on or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition 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 Transaction, any such ratio ratio, test or “basket” availability basket shall be calculated on a Pro Forma Basis assuming determined or tested giving pro forma effect to such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timeTransaction.

Certain Calculations and Tests. (a) Notwithstanding anything in When calculating the availability under any basket or ratio under this Agreement or any Loan Document to the contrary, for purposes of (i) determining compliance with any provision in of this Agreement in connection with any Limited Condition Transaction and any actions or any Loan Document that requires transactions related thereto (including acquisitions, Investments, the calculation incurrence, issuance or assumption of any financial ratio Indebtedness and the use of proceeds thereof, the incurrence or test (includingcreation of Liens, without limitationrepayments, Section 6.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or testRestricted Payments and Asset Dispositions), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), will 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 (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended “LCT Test Period at the time ofDate”) either (xa) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to agreement for such acquisition, Investment, Disposition, Indebtedness or related transaction Limited Condition 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 “Rule 2.7 Announcementannouncement” of a firm intention to make an offer (or similar equivalent announcement or determination in another jurisdiction subject to laws similar to the City Code jurisdiction) (an “LCT Public Offer”) in respect of such a target company made of a Limited Condition Transaction and, in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisitioneach case, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such giving pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other any actions or transactions to be entered into in connection therewith related thereto (including any incurrence acquisitions, Investments, the incurrence, issuance or assumption of Indebtedness and the use of proceeds thereof) and, at the election incurrence or creation of the BorrowerLiens, any other acquisition or similar Investmentrepayments, Restricted PaymentPayments and Asset Dispositions) and any related pro forma adjustments, Holdings or any of its Restricted Debt Payment Subsidiaries would have been permitted to take such actions or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken consummate such action transactions on the relevant LCT Test Date in compliance with such ratiosratio, representation, warranty, absence of Default test or Event of Default or “basket”basket (and any related requirements and conditions), such ratio, representation, warranty, absence of Default test or Event of Default or “basket” 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 -176- #94164975v6 Exhibit 10.14 applicable LCT Test Date for purposes of such ratios, tests or baskets, (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 #94164975v6 Exhibit 10.14 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) and (c) Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate as reasonably determined by the Borrower. For the avoidance of doubt, if the Borrower has made an LCT Election and Election, (x1) if any of the ratios ratios, tests or “baskets” baskets for which compliance was determined or tested as of the LCT Test Date are would at any time after the LCT Test Date have been exceeded (or, or otherwise failed to have been complied with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio ratio, test or “basket” (, including due to fluctuations in EBITDA or total assets of Holdings or the target of any Limited Condition Transaction) at or prior Person subject to the consummation of the relevant such Limited Condition Transaction, such “baskets” , tests or ratios and other provisions will not be deemed not to have been exceeded (or, or failed to have been complied with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timefluctuations;

Certain Calculations and Tests. (a) Notwithstanding anything in When calculating the availability under any basket or ratio under this Agreement or any Loan Document to the contrary, for purposes of (i) determining compliance with any provision in of this Agreement in connection with any Limited -96- #96501157v12 Condition Transaction and any actions or any Loan Document that requires transactions related thereto (including acquisitions, Investments, the calculation incurrence, issuance or assumption of any financial ratio Indebtedness and the use of proceeds thereof, the incurrence or test (includingcreation of Liens, without limitationrepayments, Section 6.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or testRestricted Payments and Asset Dispositions), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), will 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 (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended “LCT Test Period at the time ofDate”) either (xa) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to agreement for such acquisition, Investment, Disposition, Indebtedness or related transaction Limited Condition 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 “Rule 2.7 Announcementannouncement” of a firm intention to make an offer (or similar equivalent announcement or determination in another jurisdiction subject to laws similar to the City Code jurisdiction) (an “LCT Public Offer”) in respect of such a target company made of a Limited Condition Transaction and, in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisitioneach case, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such giving pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other any actions or transactions to be entered into in connection therewith related thereto (including any incurrence acquisitions, Investments, the incurrence, issuance or assumption of Indebtedness and the use of proceeds thereof) and, at the election incurrence or creation of the BorrowerLiens, any other acquisition or similar Investmentrepayments, Restricted PaymentPayments and Asset Dispositions) and any related pro forma adjustments, Holdings or any of its Restricted Debt Payment Subsidiaries would have been permitted to take such actions or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken consummate such action transactions on the relevant LCT Test Date in compliance with such ratiosratio, representation, warranty, absence of Default test or Event of Default or “basket”basket (and any related requirements and conditions), such ratio, representation, warranty, absence of Default test or Event of Default or “basket” 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, (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) and (c) Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate as reasonably determined by the Borrower. For the avoidance of doubt, if the Borrower has made an LCT Election and Election, (x1) if any of the ratios ratios, tests or “baskets” baskets for which compliance was determined or tested as of the LCT Test Date are would at any time after the LCT Test Date have been exceeded (or, or otherwise failed to have been complied with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio ratio, test or “basket” (, including due to fluctuations in EBITDA or total assets of Holdings or the target of any Limited Condition Transaction) at or prior Person subject to the consummation of the relevant such Limited Condition Transaction, such “baskets” , tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations; (2) if any related requirements and other provisions conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the 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 been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower occurred or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) be continuing); and (y3) in calculating the availability under any ratio, test or basket in connection with any subsequent calculation of any ratio action or “basket” availability on or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time-97- #96501157v12

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or require (including any Loan Document such requirement that is to the contrary, for purposes of be determined on a Pro Forma Basis) (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10, including any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, ) and/or any other financial ratio cap expressed as a percentage of Consolidated Adjusted EBITDA or test)Consolidated Total Assets, (ii) determining compliance with representations and warranties the making or the requirement regarding accuracy of any representation or warranty or (iii) the absence of a any Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage condition to (A) the consummation of Consolidated EBITDA any transaction in connection with any acquisition or any other financial metric or by reference to the Available Amount, or any other availability of similar Investment that is not conditioned on obtaining third party financing (a “basket” or exception set forth in this AgreementLimited Condition Acquisition”) and/or (B) the making of any Restricted Debt Payment requiring irrevocable advance notice thereof (or, in each case, any assumption or incurrence of any Indebtedness in connection with a Limited Condition Transactiontherewith, including any Incremental Facility), the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunderLimited Condition Acquisition, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, Investment, Disposition, Indebtedness acquisition or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) Investment or (y) the consummation of such acquisitionLimited Condition Acquisition, Investmentprovided, Dispositionthat, in the case of clause (x) above, during the period between the signing of the definitive agreement with respect to such Limited Condition Acquisition and such time as such Limited Condition Acquisition has been consummated or the definitive documentation with respect to such Limited Condition Acquisition has been terminated or abandoned or expires without consummation of such Limited Condition Acquisition, (A) any such financial ratio or test shall be calculated on a Pro Forma Basis assuming such acquisition or Investment (and other transactions in connection therewith, including any assumption or incurrence of Indebtedness and the use of proceeds thereof) has been consummated and (B) solely with respect to any calculation of compliance with a financial ratio that is a condition to the making of any Restricted Payment or related transactionRestricted Debt Payment, the calculation of such financial ratio shall be tested both (I) on a Pro Forma Basis for such Limited Condition Acquisition and (II) assuming such Limited Condition Acquisition is not consummated and (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Payment, (2) or (3) above, as applicable, the “LCT Test Date”), and ifin each case, after such ratios and other provisions are measured giving effect to the relevant Limited Condition Acquisition or Restricted Debt Payment on a Pro Forma Basis (disregarding for the purposes of such and if, after giving pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the relevant Limited Condition Transaction Acquisition and/or Restricted Debt Payment and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed recent Test Period ending prior to the LCT Test Dateapplicable test date, the Borrower could have taken such action on the relevant LCT Test Date test date in compliance with such ratios, representation, warranty, absence of Default financial ratio or Event of Default or “basket”, such ratio, representation, warranty, absence of Default financial ratio or Event of Default or “basket” basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election election pursuant to this Section 1.10(a) and (x) if any of the ratios such ratios, baskets or “baskets” for which compliance was determined or tested as of the LCT Test Date amounts are exceeded (or, with respect subsequent to the Interest Coverage Ratio, not reached) applicable test date as a result of fluctuations in any such ratio or “basket” amount (including due to fluctuations in Consolidated Adjusted EBITDA of the target of any Borrower or the person subject to such Limited Condition Transaction) Acquisition), at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” ratios, baskets or ratios and other provisions amounts will not be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction relevant transaction or action is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is be consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) 1.5.1 Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary (except as expressly set forth in the first proviso of Section 2.1.7 and the last sentence of Section 6.2), for purposes of (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, test and/or any other financial ratio or testFixed Charge Coverage Ratio), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured expressed as a percentage of Consolidated TTM EBITDA or any other financial metric or by reference to the Available Amount, or and any other availability of a “basket” or exception set forth in this AgreementSection 10.2, in each case, case in connection with a Specified Transaction or other transaction permitted hereunder or Borrowing pursuant to Section 6.2, undertaken in connection with the consummation of a Limited Condition Transaction, the date of determinationdetermination of whether any such action is permitted hereunder, at the election of the Borrower Agent (the Borrower’s such election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1x) in the case of any acquisition or other Investmentdate the definitive agreements for such Limited Condition Transaction are entered into (and if determined at such time, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereundermay be recalculated, at the time of (or on the basis election of the financial statements for the most recently ended Borrower Agent, as of any Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar ending immediately prior to the City Code in respect consummation of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)Limited Condition Transaction) or (y) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in date the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable notice (which may be conditional) notice with in respect of the prepayment, redemption, repurchase, defeasance or other payment of Debt or Equity Interests is delivered (and if determined at such time, may be recalculated, at the election of the Borrower Agent, as of any Test Period ending immediately prior to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment prepayment, redemption, repurchase, defeasance or other payment or at the time of the making of such prepayment, redemption, repurchase, defeasance or other payment) (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such giving pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness Debt and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Tests Period ending on or prior to the LCT Test Date, the Borrower Borrowers could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default (or any type of Default or Event of Default) or “basket”, such ratio, representation, warranty, absence of Default or Event of Default (or “basket” any type of Default or Event of Default) shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower Agent has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of resulting from the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will not be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of debt Debt and the use of proceeds thereof (but without netting the cash proceeds thereof)) had been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest test and/or Fixed Coverage Ratio test, and/or any other financial ratio or testTest) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metricTTM EBITDA, (y) the accuracy of 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 any “baskets” shall, in each case, shall be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timeTransaction.

Certain Calculations and Tests. (a) Notwithstanding a)Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (ii)(i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.107.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test and/or any Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, ) and/or any other financial ratio cap expressed as a percentage of Consolidated EBITDA or test), (iiii)(ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage condition to (A)(A) the consummation of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, transaction in connection with a Limited Condition Transactionany acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B)(B) the making of any Restricted Payment and/or (C)(C) the making of any Restricted Prepayment, the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower Borrower, (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (11)(1) in the case of any acquisition or other similar Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, Investment, Disposition, Indebtedness acquisition or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) Investment or (y) the consummation of such acquisition, acquisition or ​ Investment, Disposition, incurrence of Indebtedness or related transaction, (22)(2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment (provided, that such Restricted Payment is made within 60 days after the date of declaration thereof), or (y) the making of such Restricted Payment and (33)(3) in the case of any Restricted Debt PaymentPrepayment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice of prepayment issued in compliance with the definitive documents applicable to such Junior Indebtedness with respect to such Restricted Debt Payment Prepayment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Prepayment, (2) or (3) abovein each case, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investmentrelevant acquisition, Restricted Payment, Payment and/or Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated Prepayment on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timeBasis.

Certain Calculations and Tests. (ai) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Total Leverage Ratio test and/or any Interest Coverage Ratio test, ) and/or any other financial ratio cap expressed as a percentage of Consolidated Adjusted EBITDA or test)Consolidated Total Assets, (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing the accuracy of any cap measured representations and warranties as a percentage condition to (A) the consummation of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, transaction in connection with a Limited Condition Transactionany acquisition or similar Investment (including the assumption or incurrence of Indebtedness and Liens and any other transaction in connection therewith), (B) the making of any Restricted Payment (including the assumption or incurrence of Indebtedness and Liens and any other transaction in connection therewith) and/or (C) the making of any Restricted Debt Payment (including the assumption or incurrence of Indebtedness and Liens and any other transaction in connection therewith), the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, similar Investment (including the assumption or incurrence of Indebtedness or and Liens and any other transaction related to the foregoing, in each case not prohibited hereunderconnection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, Investment, Disposition, Indebtedness acquisition or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) Investment or (y) the consummation of such acquisition, acquisition or Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted PaymentPayment (including the incurrence of any Indebtedness and Liens and any other transaction in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPayment (including the incurrence of any Indebtedness and Liens and any other transaction in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment, in each case, after giving effect, on a Pro Forma Basis, to (I) the relevant acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the applicable date pursuant intended use of proceeds thereof) and Liens and (II) to the extent definitive documents in respect thereof have been executed or the declaration of any Restricted Payment has been made or delivery of notice with respect to a Restricted Debt Payment has been given (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any additional acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and Liens that the Borrower has elected to treat in accordance with this clause (a). For the avoidance of doubt, if the Borrower has elected the option set forth in clause (x) of any of the preceding clauses (1), (2) or (3) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of any transaction, then the incurrence of Borrower shall be permitted to consummate such transaction (and such related transactions) even if any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice applicable test ceases to be satisfied subsequent to the Administrative Agent or any other Person. For the further avoidance Borrower’s election of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timeoption.

Certain Calculations and Tests. (a) Notwithstanding anything in When calculating the availability under any basket or ratio under this Agreement or any Loan Document to the contrary, for purposes of (i) determining compliance with any provision in of this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Limited Condition Transaction, the date of determination, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition TransactionTransaction and any actions or transactions 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), in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), will 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 (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended “LCT Test Period at the time ofDate”) either (xa) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to agreement for such acquisition, Investment, Disposition, Indebtedness or related transaction Limited Condition 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 “Rule 2.7 Announcementannouncement” of a firm intention to make an offer (or similar equivalent announcement or determination in another jurisdiction subject to laws similar to the City Code jurisdiction) (an “LCT Public Offer”) in respect of such a target company made of a Limited Condition Transaction and, in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisitioneach case, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such giving pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other any actions or transactions to be entered into in connection therewith related thereto (including any incurrence acquisitions, Investments, the incurrence, issuance or assumption of Indebtedness and the use of proceeds thereof) and, at the election incurrence or creation of the BorrowerLiens, any other acquisition or similar Investmentrepayments, Restricted PaymentPayments and Asset Dispositions) and any related pro forma adjustments, Holdings or any of its Restricted Debt Payment Subsidiaries would have been permitted to take such actions or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken consummate such action transactions on the relevant LCT Test Date in compliance with such ratiosratio, representation, warranty, absence of Default test or Event of Default or “basket”basket (and any related requirements and conditions), such ratio, representation, warranty, absence of Default test or Event of Default or “basket” basket (and any related requirements and conditions) shall be deemed to have been complied with. For with (or satisfied) for all purposes (in the avoidance case of doubtIndebtedness, if the Borrower has made an LCT Election and (x) any of the ratios for example, whether such Indebtedness is committed, issued, assumed or “baskets” for which compliance was determined or tested as of incurred at the LCT Test Date are exceeded or at any time thereafter); provided, that (ora) if financial statements for one or more subsequent fiscal quarters shall have become available, with respect the Company may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the Interest Coverage Ratiobasis of such financial statements, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transactionwhich case, such “baskets” or ratios and other provisions will date of redetermination shall thereafter be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely applicable LCT Test Date for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time102 #95598837v24

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Credit Document to the contrary, for purposes of (i) determining compliance with any provision in this Agreement or any Loan Credit Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage of Consolidated EBITDA or any other cap, financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Limited Condition Transaction, the date of determination, at the election of the any Borrower (the such Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be be: (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period measurement period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such acquisition, Investment, Disposition, Indebtedness Investment or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness acquisition or Investment or related transaction, ; and (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period measurement period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (32) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the any Borrower, any other acquisition or similar Investment, Investment or Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the such Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a1.8(a), as if they had occurred at the beginning of the most recently completed Test Period measurement period ending prior to the LCT Test Date, the such Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the a Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the EBITDA or total assets of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the such Borrower or any other Group Member Credit Party or Restricted Subsidiary may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timebeen

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, for purposes of (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Secured Net Leverage Ratio test and/or any Fixed Charge Coverage Ratio test, and/or any other financial ratio or test), . (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured expressed as a percentage of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or and any other availability of a “basket” or exception set forth in this AgreementArticle VI, in each case, case in connection with a Specified Transaction or other transaction permitted hereunder, undertaken in connection with the consummation of a Limited Condition Transaction, the date of determinationdetermination of whether any such action is permitted hereunder, at the election of the Borrower Holdings (the Borrower’s Holdings’ election to exercise such option in connection with any Limited Condition Transaction, an “LCT LCA Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of date the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to for such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment Limited Condition Transaction are entered into (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT LCA Test Date”), and if, after such ratios and other provisions are measured on a giving Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT LCA Test Date, the Borrower Holdings could have taken such action on the relevant LCT LCA Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower Holdings has made an LCT LCA Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT LCA Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will not be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, (A) any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated and (B) solely in connection with the calculation of any ratio or “basket” availability with respect to the making of Restricted Payments, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Secured Net Leverage Ratio test and/or any Fixed Charge Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metricEBITDA, (y) the accuracy of 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 any “baskets” shall, in each case, shall be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timeTransaction.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, for purposes of (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio testRatio, any Interest Total Net Cash Leverage Ratio, any Contract Asset Balance Coverage Ratio test, and/or or any other financial ratio or testLTV Ratio test (including as required in the definition of “Permitted Acquisition”)), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) (other than in connection with any borrowing of Revolving Loans or issuance of any Letter of Credit under the Revolving Credit Facility (or Other Revolving Commitments)) or (iii) testing any cap measured expressed as a percentage of Consolidated EBITDA EBITDA, Consolidated Cash EBITDA, Liquidity or any other financial metric or by reference to the Available Amount, or Consolidated Total Assets and any other availability of a “basket” or exception set forth in this AgreementArticle VI, in each case, case in connection with a Specified Transaction or other transaction permitted hereunder, undertaken in connection with the consummation of a Limited Condition Transaction, the date of determinationdetermination of whether any such action is permitted hereunder (but not, for the avoidance of doubt, in connection with any calculation of the Financial Maintenance Covenant for the purposes of Section 6.13 only), at the election of the Borrower (the Borrower’s such election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of date the definitive acquisition agreements for such Limited Condition Transaction are entered into or other binding contracts or agreements, or the establishment (y) in respect of a commitment, as applicable, with respect to such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely sales in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers appliesapplies (or similar law or practice in other jurisdictions), the date on which a “Rule 2.7 Announcementannouncement” of a firm intention intends to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the United Kingdom City Code on Takeovers and Mergers in respect of such a target company made in compliance with the City Code or similar laws or practices in other jurisdictions of a Limited Condition Transaction (a “Public Offer”)) or (y) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such giving pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Tests Period ending on or prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will not be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time86 US-DOCS\115047431.4127573765.6

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.106.15(a) hereof, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Total Leverage Ratio test and/or any Interest Coverage Ratio test, ) and/or any other financial ratio cap expressed as a percentage of Consolidated Adjusted EBITDA or test), Consolidated Total Assets or (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage condition to (A) the consummation of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, transaction in connection with a Limited Condition Transactionany acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment, the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of similar Investment (including with respect to any Indebtedness contemplated or any transaction related to the foregoing, incurred in each case not prohibited hereunderconnection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) solely with respect to any Limited Conditionality Acquisition, the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, Investment, Disposition, Indebtedness acquisition or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) Investment or (y) the consummation of such acquisition, acquisition or Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 60 days following the date of declaration) or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Payment, (2) or (3) above, as applicable, the “LCT Test Date”), and ifin each case, after such ratios and other provisions are measured giving effect, on a Pro Forma Basis forma Basis, to (disregarding for I) the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) andrelevant acquisition, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) to the extent definitive documents in respect thereof have been executed or Disposition that the declaration of any Restricted Payment has not been consummated but made or delivery of notice with respect to a Restricted Debt Payment has been given (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any additional acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) that the Borrower has elected to test any applicable condition prior to the date of consummation treat in accordance with this Section 1.09(aclause (a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) SECTION 1.05 Notwithstanding anything to the contrary herein, with respect to any amounts incurred or(a) transactions entered into (or consummated) in reliance on a provision of this Agreement or any Loan Document to the contrary, for purposes of (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10Revolving Loans and, any First Lien Net Leverage Ratio testto the extent established or incurred under the Free and Clear Incremental Amount, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test), (iiIncremental Facilities and Incremental Equivalent Debt) determining that does not require compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default Financial Incurrence Test hereunder (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Limited Condition Transaction, the date of determination, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio amounts or “basket” (transactions, including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that any grower component based on Consolidated EBITDA, Fixed Charges or Consolidated Total Assets, the Borrower “Fixed Baskets”), in each case, substantially concurrently with any amounts incurred or any other Group Member may rely upon any improvement in transactions entered into (or consummated) (any such ratio amounts or transactions, the “basket” availability) and (yIncurrence-Based Amounts”) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated reliance on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions provision of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT Election, unless specifically stated in this Agreement to be otherwise, all determinations of (x) that requires compliance with any financial ratio or test (including, without limitation, pro forma compliance with Section 6.106.10 hereof, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, test and/or any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, capa “Financial Incurrence Test”), financial metricit is understood and agreed that the Fixed Baskets shall be disregarded in the calculation of any Financial Incurrence Test applicable to Incurrence-Based Amounts in connection with such substantially concurrent incurrence; provided that, notwithstanding anything else provided herein, any provision of this Agreement that is expressly limited by a fixed-dollar limitation (including any grower component based on a percentage of Consolidated EBITDA, Fixed Charges or Consolidated Total Assets, but excluding the Ratio Debt Basket Non-Guarantor Sublimit, the Acquisition Debt Non-Guarantor Sublimit, the Incremental Equivalent Debt Non-Guarantor Sublimit or any similar sublimit to an Incurrence-Based Amount) and that includes, as a condition to utilization thereof or to entering into or consummating applicable amounts or transactions in reliance on such provision limited by a fixed-dollar limitation, a requirement of compliance with a Financial Incurrence Test, shall constitute a “basketFixed Basket” availability occurring after hereunder. Notwithstanding anything to the contrary in this Section 1.05, cash proceeds of any simultaneous incurrence of Indebtedness shall be disregarded in calculating the amount of Available Cash for purposes of determining whether Indebtedness is permitted to be incurred. For the avoidance of doubt, in connection with the incurrence of any Indebtedness under(b) Section 2.20, the definitions of Required Lenders, Required Revolving Lenders and Required Term Loan Lenders shall be calculated on a Pro Forma Basis in accordance with this Section 1.04, Section 2.20 and the definition of “Incremental Cap”; provided that any waiver, amendment or modification obtained on such timebasis (i) will not become operative until substantially contemporaneously with the incurrence of such Indebtedness, (ii) is not required in order to avoid a covenant Default and (iii) does not affect the rights or duties under this Agreement of Lenders holding Loans or Commitments of any then outstanding Class but not the Lenders in respect of such Indebtedness to be incurred. Any reference herein or in any other Loan Document to the ranking of Liens shall be(c) determined without regard to control of remedies. - 66-

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein, with respect to any intended acquisition, Investment (other than Investments in the Lead Borrower or any Restricted Subsidiary), Restricted Payment and/or Restricted Debt Payment (each, taken together with any related actions and transactions (including, in the case of any Indebtedness (including any Incremental Facilities), the incurrence, repayment and other intended uses of proceeds), a “Limited Condition Transaction”), to the extent that the terms of this Agreement require satisfaction of, or compliance with, any Loan Document condition, test or requirement, in order to the contraryeffect, for purposes of incur or consummate such Limited Condition Transaction (iincluding (w) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.102.22, any First Lien Net Leverage Ratio testRatio, any Secured Net Leverage Ratio test, Total Net Leverage Ratio testRatio, any Total Leverage Ratio, any Fixed Charge Coverage Ratio, any Net Interest Coverage Ratio testRatio, any Payment Conditions test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets (including any other financial ratio or testcomponent definitions of the foregoing)), (iix) determining compliance with the making or accuracy of any representations and warranties or the requirement regarding warranties, (y) the absence of a Default or Event of Default (or any type of Default or Event of Default) or and/or (iiiz) testing any cap measured as a percentage of Consolidated EBITDA or any other financial metric condition, test or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Limited Condition Transaction, the date of determinationrequirement), at the election of the Lead Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an a “LCT Election”), will the date of determination of whether any relevant conditions, tests and requirements are satisfied or complied with shall be made on, and shall be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers appliesbe, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT Test Date”) that the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, delivery of notice of redemption, Prepayment, declaration of dividend or similar event), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such giving pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to such Limited Condition Transaction (including any related actions and transactions) pursuant to this Section 1.10. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction and the other transactions to be entered into in connection therewith such Limited Condition Transaction (including any incurrence related actions and transactions) would be permitted on the LCT Test Date, (i) each such condition, test and requirement shall be deemed satisfied and complied with for all purposes of Indebtedness such Limited Condition Transaction and (ii) any change in status of any such condition, test and requirement between the LCT Test Date and the use of proceeds thereof) and, at the election taking of the Borrower, any other acquisition relevant actions or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition consummation of the relevant transactions such that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior financial ratios 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 Adjusted EBITDA or Consolidated Total Assets or the date Person subject to such Limited Condition Transaction) shall be disregarded such that all financial ratios or tests, baskets, conditions, requirements or provisions shall continue to be deemed complied with and satisfied for all purposes of consummation such Limited Condition Transaction, all applicable transactions and actions will permitted and no Default or Event of Default shall be deemed to exist or to have occurred or resulted from such change in accordance with this Section 1.09(a)status or Limited Condition Transaction; provided, as that (A) if they had occurred at the beginning of the most recently completed Test Period ending prior financial statements for one or more subsequent fiscal quarters shall have become available subsequent to the LCT Test Date, the Lead Borrower could have taken such action may elect, in its sole discretion, to re-determine all financial ratios or tests, baskets, conditions, requirements or provisions on the relevant basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, tests or baskets, and (B) except as contemplated in the foregoing clause (A), compliance with such ratiosfinancial ratios or tests, representationbaskets, warrantyconditions, absence requirements or provisions shall not be determined or tested at any time for purposes of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied withLimited Condition Transaction after the applicable LCT Test Date. For If the avoidance of doubt, if the Lead Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (orElection, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) then in connection with any subsequent calculation of any ratio financial ratios or “basket” tests (including any Incurrence-Based Baskets), thresholds and availability (including under any Fixed Basket) under this Agreement with respect to any unrelated transactions or actions on or following the relevant applicable LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement (or, if applicable, notice, declaration or Public Offer similar event) for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio financial ratios or “basket” tests, thresholds and availability shall be calculated on a Pro Forma Basis determined assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of debt related actions and the use of proceeds thereof (but without netting the cash proceeds thereof)transactions) had been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.106.10(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, test or any Total Net Leverage Ratio test, any Interest Coverage Ratio test, ) and/or any other financial ratio cap expressed as a percentage of Consolidated Adjusted EBITDA or test)Consolidated Total Assets, (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or ), (iii) testing the making or accuracy of any representation and/or warranty or (iv) compliance with availability under any basket or cap measured (including any basket or cap expressed as a percentage of Consolidated Adjusted EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this AgreementConsolidated Total Assets), in each case, a condition to (A) the consummation of any transaction in connection with a Limited Condition Transactionany acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment, the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investmentsimilar Investment (including with respect to any Indebtedness contemplated, Disposition, incurrence of Indebtedness assumed or any transaction related to the foregoing, incurred in each case not prohibited hereunderconnection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, acquisition or Investment, Disposition, Indebtedness or related transaction (or, solely y) in connection with an acquisition to which the United Kingdom City Code on Takeovers or Takeover and Mergers (or any comparable Requirement of Law) applies, the date on which a “Rule 2.7 Announcementannouncement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such the target company made in compliance with the City Code of an acquisition (or similar laws or practices in other jurisdictions (a “Public Offer”)equivalent notice under comparable Requirements of Law) or (yz) the consummation of such acquisition, acquisition or Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Payment, (2) or (3) above, as applicable, the “LCT Test Date”), and ifin each case, after such ratios and other provisions are measured giving effect, on a Pro Forma Basis Basis, to (disregarding for I) the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) andrelevant acquisition, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) to the extent definitive documents in respect thereof have been executed, the Restricted Payment has been declared or Disposition that has not been consummated but delivery of notice with respect to a Restricted Debt Payment has been delivered (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any other Subject Transaction that the Borrower has elected to test any applicable condition prior to the date of consummation treat in accordance with this Section 1.09(aclause (a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein, with respect to any intended acquisition, Investment (other than Investments in the Lead Borrower or any Restricted Subsidiary), Restricted Payment and/or Restricted Debt Payment (each, taken together with any related actions and transactions (including, in the case of any Indebtedness (including any Incremental Facilities), the incurrence, repayment and other intended uses of proceeds), a “Limited Condition Transaction”), to the extent that the terms of this Agreement require (isatisfaction of, or compliance with, any Loan Document condition, test or requirement, in order to the contraryeffect, for purposes of incur or consummate such Limited Condition Transaction (iincluding (w) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10any Senior SecuredSection 2.22, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Total Leverage Ratio test, any Fixed Charge Coverage Ratio test or, any Net Interest Coverage Ratio, any Payment Conditions test) and/or the amount of Consolidated Adjusted EBITDA or any other financial ratio cap expressed as a percentage of Consolidated Total Assets or test(ii) the(including any component definitions of the foregoing)), (iix) determining compliance with the making or accuracy of any representations and warranties or the requirement regarding warranties, (y) the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage condition to (A) the consummation of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, transaction in connection with any acquisition or similar Investment, (B) the making of any Restricted Payment, and/or (C) the making of any Restricted Debt Payment (including in each case of clauses (A), (B) and (C), the related assumption or incurrence of Indebtedness) (such action pursuant to clauses (A), (B) or (C), a “Limited Condition Transaction”), the date determination of determinationwhether the relevant condition is satisfied may be madeand/or (z) any other condition, test or requirement), at the election of the Lead Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an a “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, similar Investment or related incurrence or assumption of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunderIndebtedness, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) ), either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, Investment, Disposition, acquisition or Investment or incurrence or assumption of Indebtedness or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisition, acquisition or Investment, Disposition, or incurrence or assumption of Indebtedness or related transactionIndebtedness, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above), as applicable, the “LCT Test Date”), and ifin each case, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the relevant acquisition, Indebtedness, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis. If thethe date of determination of whether any relevant conditions, tests and requirements are satisfied or complied with shall be made on, and shall be deemed to be, the date (the “LCT Test Date”) that the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, delivery of notice of redemption, Prepayment, declaration of dividend or similar event), giving pro forma effect to such Limited Condition Transaction (including any related actions and transactions) pursuant to this Section 1.10. If the Lead Borrower has made aan LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test and/or the amount of and such Limited Condition Transaction (including any related actions and transactions) would be permitted on the LCT Test Date, (i) each such condition, test and requirement shall be deemed satisfied and complied with for all purposes of such Limited Condition Transaction and (ii) any change in status of any such condition, test and requirement between the other LCT Test Date and the taking of the relevant actions or consummation of the relevant transactions to such that any applicable financial ratios or tests, baskets, conditions, requirements or provisions would be entered into in connection therewith exceeded, breached or otherwise no longer complied with or satisfied for any reason (including any due to fluctuations in Consolidated Adjusted EBITDA or Consolidated Total Assets with respect to the incurrence of Indebtedness and or Liens, or the use making of proceeds thereof) and, at the election of the Borrower, any other acquisition Restricted Payments or similar Investment, Restricted Payment, Restricted Debt Payment Payments or Disposition the Person subject to such Limited Condition Transaction) shall be disregarded such that has not been consummated but all financial ratios or tests, baskets, conditions, requirements or provisions shall continue to be deemed complied with respect and satisfied for all purposes of such Limited Condition Transaction, all applicable transactions and actions will permitted and no Default or Event of Default shall be deemed to which the Borrower has elected exist or to test any applicable condition prior to the date of consummation have occurred or resulted from such change in accordance with this Section 1.09(a)status or Limited Condition Transaction; provided, as that (A) if they had occurred at the beginning of the most recently completed Test Period ending prior financial statements for one or more subsequent fiscal quarters shall have become available subsequent to the LCT Test Date, the Lead Borrower could have taken such action may elect, in its sole discretion, to re-determine all financial ratios or tests, baskets, conditions, requirements or provisions on the relevant basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, tests or baskets, and (B) except as contemplated in the foregoing clause (A), compliance with such ratiosfinancial ratios or tests, representationbaskets, warrantyconditions, absence requirements or provisions shall not be determined or tested at any time for purposes of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied withLimited Condition Transaction after the applicable LCT Test Date. For If the avoidance of doubt, if the Lead Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (orElection, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) then in connection with any subsequent calculation of any ratio financial ratios or “basket” tests (including any Incurrence-Based Baskets), thresholds and availability (including under any Fixed Basket) under this Agreement with respect to any unrelated transactions or actions on or following the relevant relevantapplicable LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement (or, if applicable, notice, declaration or Public Offer similar event) for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or “basket” test and/or amount of Consolidated Adjusted EBITDA or Consolidated Total Assets shall be tested by calculating the availability under such financial ratio or test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets, as applicable, on a pro forma basisany financial ratios or tests, thresholds and availability shall be calculated on a Pro Forma Basis determined assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of debt Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)thereof)related actions and transactions) had been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or require (including any Loan Document such requirement that is to the contrary, for purposes of be determined on a Pro Forma Basis) (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, including Section 6.106.14(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, test or any Total Net Leverage Ratio test, any Interest Coverage Ratio test, ) and/or any other financial ratio cap expressed as a percentage of Consolidated Adjusted EBITDA or test)Consolidated Total Assets, (ii) determining compliance with representations and warranties the making or the requirement regarding accuracy of any representation or warranty or (iii) the absence of a any Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage condition to (A) the consummation of Consolidated EBITDA any transaction in connection with any acquisition or any other financial metric or by reference to the Available Amount, or any other availability of similar Investment that is not conditioned on obtaining third party financing (a “basket” or exception set forth in this AgreementLimited Condition Acquisition”) and/or (B) the making of any Restricted Debt Payment requiring irrevocable advance notice thereof (or, in each case, any assumption or incurrence of any Indebtedness in connection with a Limited Condition Transactiontherewith, including any Incremental Facility), the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunderLimited Condition Acquisition, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, Investment, Disposition, Indebtedness acquisition or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) Investment or (y) the consummation of such acquisitionLimited Condition Acquisition, Investmentprovided, Dispositionthat, in any event no Event of Default pursuant to Section 7.01(a), 7.01(g) or 7.01(h) shall be continuing at the time any such transaction is consummated, provided, that, in the case of clause (x) above, during the period between the signing of the definitive agreement with respect to such Limited Condition Acquisition and such time as such Limited Condition Acquisition has been consummated or the definitive documentation with respect to such Limited Condition Acquisition has been terminated or abandoned or expires without consummation of such Limited Condition Acquisition, (I) any such financial ratio or test shall be calculated on a Pro Forma Basis assuming such acquisition or Investment (and other transactions in connection therewith, including any assumption or incurrence of Indebtedness and the use of proceeds thereof) has been consummated and (II) solely with respect to any calculation of compliance with a financial ratio that is a condition to the making of any Restricted Payment or related transactionRestricted Debt Payment, the calculation of such financial ratio shall be tested both on a Pro Forma Basis for such Limited Condition Acquisition and assuming such Limited Condition Acquisition is not consummated and (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Payment, (2) or (3) above, as applicable, the “LCT Test Date”), and ifin each case, after such ratios and other provisions are measured giving effect to the relevant Limited Condition Acquisition or Restricted Debt Payment on a Pro Forma Basis (disregarding for the purposes of such and if, after giving pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the relevant Limited Condition Transaction Acquisition and/or Restricted Debt Payment and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed recent Test Period ending prior to the LCT Test Dateapplicable test date, the Borrower could have taken such action on the relevant LCT Test Date test date in compliance with such ratios, representation, warranty, absence of Default financial ratio or Event of Default or “basket”, such ratio, representation, warranty, absence of Default financial ratio or Event of Default or “basket” basket shall be deemed to have been complied with; provided, further, that any transaction described in clauses (A) and (B) above shall no longer be subject to the limited conditionality provisions of this Section 1.10(a) following the date that is 120 days after (x) in the case of clause (A) above, the date the definitive documentation with regards to such Limited Condition Acquisition is executed and (y) in the case of clause (B) above, the date of delivery of such irrevocable notice. For the avoidance of doubt, if the Borrower has made an LCT Election election pursuant to this Section 1.10(a) and (x) if any of the ratios such ratios, baskets or “baskets” for which compliance was determined or tested as of the LCT Test Date amounts are exceeded (or, with respect subsequent to the Interest Coverage Ratio, not reached) applicable test date as a result of fluctuations in any such ratio or “basket” amount (including due to fluctuations in Consolidated Adjusted EBITDA of the target of any Borrower or the person subject to such Limited Condition Transaction) Acquisition), at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” ratios, baskets or ratios and other provisions amounts will not be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction relevant transaction or action is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is be consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, for purposes of (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.106.10 hereof, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, test and/or any Interest Coverage Ratio test, and/or any other financial ratio or testRatio), . (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured expressed as a percentage of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or and any other availability of a “basket” or exception set forth in this AgreementArticle VI, in each case, case in connection with a Specified Transaction or other transaction permitted hereunder, undertaken in connection with the consummation of a Limited Condition TransactionAcquisition, the date of determinationdetermination of whether any such action is permitted hereunder, at the irrevocable election of the Borrower (the Borrower’s irrevocable election to exercise such option in connection with any Limited Condition TransactionAcquisition, an “LCT LCA Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of date the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to for such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment Limited Condition Acquisition are entered into (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT LCA Test Date”), and if, after such ratios and other provisions are measured on a giving Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect Effect to the Limited Condition Transaction Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Tests Period ending prior to the LCT LCA Test Date, the Borrower Borrowers could have taken such action on the relevant LCT LCA Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT LCA Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT LCA Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) exceed as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition TransactionAcquisition) at or prior to the consummation of the relevant Limited Condition TransactionAcquisition, such “baskets” or ratios and other provisions will not be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction Acquisition is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction Acquisition is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition TransactionAcquisition, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction Acquisition 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, test and/or any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metricEBITDA, (y) the accuracy of any representation and warrantieswarranties , 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 any “baskets” shall, in each case, shall be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timeTransaction.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, test or any Total Net Leverage Ratio test, any Interest Coverage Ratio test, ) and/or any other financial ratio cap expressed as a percentage of Consolidated Adjusted EBITDA or test)Consolidated Total Assets, (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or ), (iii) testing the making or accuracy of any cap measured representation and/or warranty or (iv) compliance with availability under any basket (including any basket expressed as a percentage of Consolidated Adjusted EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this AgreementConsolidated Total Assets), in each case, a condition to (A) the consummation of any transaction in connection with a Limited Condition Transactionany acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment, the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investmentsimilar Investment (including with respect to any Indebtedness contemplated, Disposition, incurrence of Indebtedness assumed or any transaction related to the foregoing, incurred in each case not prohibited hereunderconnection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, acquisition or Investment, Disposition, Indebtedness or related transaction (or, solely y) in connection with an acquisition to which the United Kingdom City Code on Takeovers or Takeover and Mergers (or any comparable Requirement of Law) applies, the date on which a “Rule 2.7 Announcementannouncement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such the target company made in compliance with the City Code of an acquisition (or similar laws or practices in other jurisdictions (a “Public Offer”)equivalent notice under comparable Requirements of Law) or (yz) the consummation of such acquisition, acquisition or Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Payment, (2) or (3) above, as applicable, the “LCT Test Date”), and ifin each case, after such ratios and other provisions are measured giving effect, on a Pro Forma Basis Basis, to (disregarding for I) the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) andrelevant acquisition, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) to the extent definitive documents in respect thereof have been executed, the Restricted Payment has been declared or Disposition that has not been consummated but delivery of notice with respect to a Restricted Debt Payment has been given (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any other Subject Transaction that the Borrower has elected to test any applicable condition prior to the date of consummation treat in accordance with this Section 1.09(aclause (a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or require (including any Loan Document such requirement that is to the contrary, for purposes of be determined on a Pro Forma Basis) (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, including Section 6.106.14(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, test or any Interest Coverage Ratio test, ) and/or any other financial ratio cap expressed as a percentage of Consolidated Adjusted EBITDA or test)Consolidated Total Assets, (ii) determining compliance with representations and warranties the making or the requirement regarding accuracy of any representation or warranty or (iii) the absence of a any Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage condition to (A) the consummation of Consolidated EBITDA any transaction in connection with any acquisition or any other financial metric or by reference to the Available Amount, or any other availability of similar Investment that is not conditioned on obtaining third party financing (a “basket” or exception set forth in this AgreementLimited Condition Acquisition”) and/or (B) the making of any Restricted Debt Payment requiring irrevocable advance notice thereof (or, in each case, any assumption or incurrence of any Indebtedness in connection with a Limited Condition Transactiontherewith, including any Incremental Facility), the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunderLimited Condition Acquisition, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, Investment, Disposition, Indebtedness acquisition or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) Investment or (y) the consummation of such acquisitionLimited Condition Acquisition, Investmentprovided, Dispositionthat, in the case of clause (x) above, during the period between the signing of the definitive agreement with respect to such Limited Condition Acquisition and such time as such Limited Condition Acquisition has been consummated or the definitive documentation with respect to such Limited Condition Acquisition has been terminated or abandoned or expires without consummation of such Limited Condition Acquisition, (A) any such financial ratio or test shall be calculated on a Pro Forma Basis assuming such acquisition or Investment (and other transactions in connection therewith, including any assumption or incurrence of Indebtedness and the use of proceeds thereof) has been consummated and (B) solely with respect to any calculation of compliance with a financial ratio that is a condition to the making of any Restricted Payment or related transactionRestricted Debt Payment, the calculation of such financial ratio shall be tested both (I) on a Pro Forma Basis for such Limited Condition Acquisition and (II) assuming such Limited Condition Acquisition is not consummated and (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Payment, (2) or (3) above, as applicable, the “LCT Test Date”), and ifin each case, after such ratios and other provisions are measured giving effect to the relevant Limited Condition Acquisition or Restricted Debt Payment on a Pro Forma Basis (disregarding for the purposes of such and if, after giving pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the relevant Limited Condition Transaction Acquisition and/or Restricted Debt Payment and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed recent Test Period ending prior to the LCT Test Dateapplicable test date, the Borrower could have taken such action on the relevant LCT Test Date test date in compliance with such ratios, representation, warranty, absence of Default financial ratio or Event of Default or “basket”, such ratio, representation, warranty, absence of Default financial ratio or Event of Default or “basket” basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election election pursuant to this Section 1.10(a) and (x) if any of the ratios such ratios, baskets or “baskets” for which compliance was determined or tested as of the LCT Test Date amounts are exceeded (or, with respect subsequent to the Interest Coverage Ratio, not reached) applicable test date as a result of fluctuations in any such ratio or “basket” amount (including due to fluctuations in Consolidated Adjusted EBITDA of the target of any Borrower or the person subject to such Limited Condition Transaction) Acquisition), at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” ratios, baskets or ratios and other provisions amounts will not be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction relevant transaction or action is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is be consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) 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 or any Loan Document to the contrary, for purposes of (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10Revolving Loans and, any First Lien Net Leverage Ratio testto the extent established or incurred under the Free and Clear Incremental Amount, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test), (iiIncremental Facilities and Incremental Equivalent Debt) determining that does not require compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default Financial Incurrence Test hereunder (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Limited Condition Transaction, the date of determination, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio amounts or “basket” (transactions, including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that any grower component based on Consolidated EBITDA, Fixed Charges or Consolidated Total Assets, the Borrower “Fixed Baskets”), in each case, substantially concurrently with any amounts incurred or any other Group Member may rely upon any improvement in transactions entered into (or consummated) (any such ratio amounts or transactions, the “basket” availability) and (yIncurrence-Based Amounts”) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated reliance on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions provision of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT Election, unless specifically stated in this Agreement to be otherwise, all determinations of (x) that requires compliance with any financial ratio or test (including, without limitation, pro forma compliance with Section 6.106.10 hereof, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, test and/or any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, capa “Financial Incurrence Test”), financial metricit is understood and agreed that the Fixed Baskets shall be disregarded in the calculation of any Financial Incurrence Test applicable to Incurrence-Based Amounts in connection with such substantially concurrent incurrence; provided that, notwithstanding anything else provided herein, any provision of this Agreement that is expressly limited by a fixed-dollar limitation (including any grower component based on a percentage of Consolidated EBITDA, Fixed Charges or Consolidated Total Assets, but excluding the Ratio Debt Basket Non-Guarantor Sublimit, the Acquisition Debt Non-Guarantor Sublimit, the Incremental Equivalent Debt Non-Guarantor Sublimit or any similar sublimit to an Incurrence-Based Amount) and that includes, as a condition to utilization thereof or to entering into or consummating applicable amounts or transactions in reliance on such provision limited by a fixed-dollar limitation, a requirement of compliance with a Financial Incurrence Test, shall constitute a “basketFixed Basket” availability occurring after such timehereunder. Notwithstanding anything to the contrary in this Section 1.05, cash proceeds of any simultaneous incurrence of Indebtedness shall be disregarded in calculating the amount of Available Cash for purposes of determining whether Indebtedness is permitted to be incurred.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, for purposes of (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10the Financial Maintenance Covenant, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, test and/or any Interest Coverage Ratio test, and/or any other financial ratio or test), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured expressed as a percentage of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or and any other availability of a “basket” or exception set forth in this AgreementArticle VI, in each case, case in connection with a Specified Transaction or other transaction permitted hereunder, undertaken in connection with the consummation of a Limited Condition Transaction, the date of determinationdetermination of whether any such action is permitted hereunder, at the election of the Administrative Borrower (the Administrative Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of date the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to for such acquisition, Investment, Disposition, Indebtedness or related transaction Limited Condition Transaction are entered into (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a giving Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Administrative Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Administrative Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will not be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person). For the further avoidance of doubt, in the absence of an LCT 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 6.10the Financial Maintenance Covenant, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, test and/or any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metricEBITDA, (y) the accuracy of 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 any “baskets” shall, in each case, shall be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timeTransaction.

Certain Calculations and Tests. (a) Notwithstanding anything in When calculating the availability under any basket or ratio under this Agreement or any Loan Document to the contrary, for purposes of (i) determining compliance with any provision in of this Agreement in connection with any Limited Condition Transaction and any actions or any Loan Document that requires transactions related thereto (including acquisitions, Investments, the calculation incurrence or issuance of any financial ratio Indebtedness, Disqualified Capital Stock or test (includingPreferred Stock and the use of proceeds thereof, without limitationthe incurrence of Liens, Section 6.10repayments, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or testRestricted Payments and dispositions), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transactionoption, an a “LCT Election”), will 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 (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT Test Date”) the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, the date of delivery of an irrevocable notice, declaration of a Restricted Payment or similar event), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such giving pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other any actions or transactions to be entered into in connection therewith related thereto (including any acquisitions, Investments, the incurrence or issuance of Indebtedness Indebtedness, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and dispositions) and any related pro forma adjustments and, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a)paragraph, as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Datefour fiscal quarter period, the Borrower or any of its Restricted Subsidiaries could have taken such action actions or consummated such transactions on the relevant LCT Test Date in compliance with such ratiosratio, representation, warranty, absence of Default test or Event of Default or “basket”basket (and any related requirements and conditions), such ratio, representation, warranty, absence of Default test or Event of Default or “basket” basket (and any related requirements and conditions) shall be deemed to have been complied with. For with (or satisfied) for all purposes (in the avoidance case of doubtIndebtedness, if the Borrower has made an LCT Election and (x) any of the ratios for example, whether such Indebtedness is committed, issued or “baskets” for which compliance was determined or tested as of incurred at the LCT Test Date are exceeded or at any time thereafter); provided that (ora) if financial statements for one or more subsequent fiscal quarters shall have become available, with respect the Borrower may elect, in its sole discretion, to re-determine all such ratios, tests or baskets on the Interest Coverage Ratiobasis of such financial statements, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transactionwhich case, such “baskets” or ratios and other provisions will date of redetermination shall thereafter be deemed not to have been exceeded (or, with respect to be the Interest Coverage Ratio, not reached) as a result of such fluctuations solely applicable LCT Test Date for purposes of determining whether such ratios, tests or baskets, (b) except as contemplated in the Limited Condition Transaction is permitted hereunder foregoing clause (provideda), for compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant applicable LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, and any such ratio actions or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith related thereto (including any acquisitions, Investments, the incurrence or issuance of debt Indebtedness, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof (but without netting the cash proceeds thereof)) had been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For Liens, repayments, Restricted Payments and dispositions), and (c) Consolidated Fixed Charges for purposes of the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Consolidated Fixed Charge Coverage Ratio testwill 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, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occursif no such indicative interest margin exists, as reasonably determined by the case may be, and no Default or Event of Default shall occur solely as a result of a change Borrower in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timegood faith.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, for purposes of (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10, the satisfaction of the Payment Conditions with respect to any action, any Consolidated Fixed Charge Coverage Ratio test, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, Availability and Specified Availability (in the case of Availability and/or Specified Availability solely in connection with making any determination as to whether an action can be permitted under Article VI of this Agreement and not in connection with, directly or indirectly, any Credit Extension under this Agreement) and/or any other financial ratio or test), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage of Consolidated EBITDA or any other financial metric or by reference to the Available Equity Amount, or any other availability of a “basket” or exception set forth in this AgreementAgreement (but in any event not in connection with (x) determining whether the conditions precedent to a Credit Extension under Section 4.01 have been satisfied, (y) except in connection with a “last-out” Incremental Facility the proceeds of which are to be used to consummate a Limited Condition Transaction, whether, as a condition precedent to any Credit Extension after the Closing Date, the Availability Conditions under Section 4.02(d) have been satisfied or (z) determining any calculation of the Aggregate Borrowing Base, the US Borrowing Base, the German Borrowing Base or the Mexican Borrowing Base), in each case, in connection with a Limited Condition Transaction, the date of determination, at the election of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Lead Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Lead Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Lead Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Lead Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Consolidated Fixed Charge Coverage Ratio or the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Consolidated Fixed Charge Coverage Ratio or the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the any Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timeand

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or require (including any Loan Document such requirement that is to the contrary, for purposes of be determined on a Pro Forma Basis) (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10, including any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, test or any Interest Coverage Ratio test, ) and/or any other financial ratio cap expressed as a percentage of Consolidated Adjusted EBITDA or test)Consolidated Total Assets, (ii) determining compliance with representations and warranties the making or the requirement regarding accuracy of any representation or warranty or (iii) the absence of a any Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage condition to (A) the consummation of Consolidated EBITDA any transaction in connection with any acquisition or any other financial metric or by reference to the Available Amount, or any other availability of similar Investment that is not conditioned on obtaining third party financing (a “basket” or exception set forth in this AgreementLimited Condition Acquisition”) and/or (B) the making of any Restricted Debt Payment requiring irrevocable advance notice thereof (or, in each case, any assumption or incurrence of any Indebtedness in connection with a Limited Condition Transactiontherewith, including any Incremental Facility), the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunderLimited Condition Acquisition, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect to such acquisition, Investment, Disposition, Indebtedness acquisition or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) Investment or (y) the consummation of such acquisitionLimited Condition Acquisition, Investmentprovided, Dispositionthat, in the case of clause (x) above, during the period between the signing of the definitive agreement with respect to such Limited Condition Acquisition and such time as such Limited Condition Acquisition has been consummated or the definitive documentation with respect to such Limited Condition Acquisition has been terminated or abandoned or expires without consummation of such Limited Condition Acquisition, (A) any such financial ratio or test shall be calculated on a Pro Forma Basis assuming such acquisition or Investment (and other transactions in connection therewith, including any assumption or incurrence of Indebtedness and the use of proceeds thereof) has been consummated and (B) solely with respect to any calculation of compliance with a financial ratio that is a condition to the making of any Restricted Payment or related transactionRestricted Debt Payment, the calculation of such financial ratio shall be tested both (I) on a Pro Forma Basis for such Limited Condition Acquisition and (II) assuming such Limited Condition Acquisition is not consummated and (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Payment, (2) or (3) above, as applicable, the “LCT Test Date”), and ifin each case, after such ratios and other provisions are measured giving effect to the relevant Limited Condition Acquisition or Restricted Debt Payment on a Pro Forma Basis (disregarding for the purposes of such and if, after giving pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the relevant Limited Condition Transaction Acquisition and/or Restricted Debt Payment and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed recent Test Period ending prior to the LCT Test Dateapplicable test date, the Borrower could have taken such action on the relevant LCT Test Date test date in compliance with such ratios, representation, warranty, absence of Default financial ratio or Event of Default or “basket”, such ratio, representation, warranty, absence of Default financial ratio or Event of Default or “basket” basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election election pursuant to this Section 1.10(a) and (x) if any of the ratios such ratios, baskets or “baskets” for which compliance was determined or tested as of the LCT Test Date amounts are exceeded (or, with respect subsequent to the Interest Coverage Ratio, not reached) applicable test date as a result of fluctuations in any such ratio or “basket” amount (including due to fluctuations in Consolidated Adjusted EBITDA of the target of any Borrower or the person subject to such Limited Condition Transaction) Acquisition), at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” ratios, baskets or ratios and other provisions amounts will not be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction relevant transaction or action is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is be consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitationincluding Section 6.10(a), Section 6.106.10(b), any First Lien Rent Adjusted Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Rent Adjusted Net Leverage Ratio test, any Interest Total Rent Adjusted Net Leverage Ratio test and/or any Fixed Charge Coverage Ratio test, ) and/or any other financial ratio cap expressed as a percentage of Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDAR or test)Consolidated Total Assets, (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or ), (iii) testing the making or accuracy of any representation and/or warranty or (iv) compliance with availability under any basket or cap measured (including any basket or cap expressed as a percentage of Consolidated Adjusted EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this AgreementConsolidated Total Assets), in each case, a condition to (A) the consummation of any transaction in connection with a Limited Condition Transactionany acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment, the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investmentsimilar Investment (including with respect to any Indebtedness contemplated, Disposition, incurrence of Indebtedness assumed or any transaction related to the foregoing, incurred in each case not prohibited hereunderconnection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, agreement with respect WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004 to such acquisition, acquisition or Investment, Disposition, Indebtedness or related transaction (or, solely y) in connection with an acquisition to which the United Kingdom City Code on Takeovers or Takeover and Mergers (or any comparable Requirement of Law) applies, the date on which a “Rule 2.7 Announcementannouncement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such the target company made in compliance with the City Code of an acquisition (or similar laws or practices in other jurisdictions (a “Public Offer”)equivalent notice under comparable Requirements of Law) or (yz) the consummation of such acquisition, acquisition or Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1)Payment, (2) or (3) above, as applicable, the “LCT Test Date”), and ifin each case, after such ratios and other provisions are measured giving effect, on a Pro Forma Basis Basis, to (disregarding for I) the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) andrelevant acquisition, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) to the extent definitive documents in respect thereof have been executed, the Restricted Payment has been declared or Disposition that has not been consummated but delivery of notice with respect to a Restricted Debt Payment has been delivered (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any other Subject Transaction that the Borrower has elected to test any applicable condition prior to the date of consummation treat in accordance with this Section 1.09(aclause (a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction 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 been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, for purposes of require (iw) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, including Section 6.108.1 hereof, any First Lien Consolidated Interest Coverage Ratio test, any Consolidated Net Leverage Ratio test, any Consolidated Senior Secured Net Leverage Ratio test, Total Net Leverage Ratio testthe amount of Consolidated EBITDA or any cap expressed as a percentage of Consolidated EBITDA) in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Interest Coverage Ratio testDisposition, and/or the making of an Investment, the making of a Restricted Payment or the payment of any other financial ratio or test)Junior Debt, (iix) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default Default, (y) compliance with any provision of this Agreement which requires compliance with any representation or any type of Default or Event of Default) warranties set forth herein or (iiiz) testing any cap measured as a percentage the satisfaction of Consolidated EBITDA or any all other financial metric or by reference conditions precedent to the Available Amountincurrence of Indebtedness, or the creation of Liens, the making of any other availability Disposition, the making of an Investment, the making of a “basket” Restricted Payment or exception set forth in this Agreementthe payment of any Junior Debt, in each case, in connection with a Limited Condition Transaction, the date of determinationdetermination of such ratio or other provisions, absence of any Default or Event of Default, determination of compliance with any representations or warranties or the satisfaction of any other conditions shall, at the election option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election,”), will be deemed to be the date the definitive agreements (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of relevant definitive documentation) for such Limited Condition Transaction are entered into (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured . If on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) basis after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness therewith, calculating such ratios and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), provisions as if they such Limited Condition Transaction or other transactions had occurred at the beginning of the most recently completed Test Period recent period of four consecutive fiscal quarters ending prior to the LCT Test DateDate for which financial statements have been (or are required to be) delivered pursuant to Section 7.1, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default the applicable ratios or Event of Default or “basket”other provisions, such ratio, representation, warranty, absence of Default or Event of Default or “basket” provisions shall be deemed to have been complied with, unless an Event of Default pursuant to Section 9(a), or, solely with respect to the Borrower, Section 9(f) shall be continuing on the date such Limited Condition Transaction is consummated. For the avoidance of doubt, if the Borrower has made an LCT Election and (xi) any of the ratios or “baskets” for which compliance was determined or tested as of if, following the LCT Test Date Date, any of such ratios or other provisions are exceeded (or, with respect to the Interest Coverage Ratio, not reached) or breached as a result of fluctuations in any such ratio or “basket” (including due to fluctuations in Consolidated EBITDA or other components of the target of any Limited Condition Transactionsuch ratio) or other provisions at or prior to the consummation of the relevant Limited Condition TransactionTransactions, such “baskets” or ratios and other provisions will not be deemed not to have been exceeded (or, with respect or failed to the Interest Coverage Ratio, not reached) have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (providedii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction, for unless, other than if an Event of Default pursuant to Section 9(a), or, solely with respect to the avoidance of doubtBorrower, that Section 9(f), shall be continuing on such date, the Borrower or elects, in its sole discretion, to test such ratios and compliance with such conditions on the date such Limited Condition Transaction is consummated. If the Borrower has made an LCT Election for any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, basket availability or “basket” availability compliance with any other provision hereunder (other than actual compliance with Section 8.1) on or following the relevant LCT Test Date and prior to the earlier earliest of (i) the date on which such Limited Condition Transaction is consummated or (ii) consummated, the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition TransactionTransaction or the date the Borrower makes an election pursuant to clause (ii) of the immediately preceding sentence, any such ratio ratio, basket or “basket” availability compliance with any other provision hereunder shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction 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 been consummatedconsummated on the LCT Test Date. The provisions Notwithstanding anything herein to the contrary, the terms of this Section 1.09(a1.3(a) shall, for shall not apply to the avoidance conditions set forth in Section 6.2 with respect to any extension of doubt, apply in credit under the Revolving Facility (other than with respect of to the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of 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 any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such timeRevolving Commitments).