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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (x) 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, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with the Financial Covenants) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z) testing any cap expressed as a percentage of Consolidated EBITDA and any other availability of a “basket” or exception, in each case, then such compliance or testing on a Pro Forma basis may be determined, at the election of the Borrower: (A) in the case of any Acquisition Transaction, Investment or Disposition, at the time of either (x) the date the definitive agreements for such Limited Condition Transaction are entered into or (y) at the time of the consummation of the Limited Condition Transaction, as applicable or (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition Transaction, at the time of (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such 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 (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCA Test Date, Holdings could have taken such action on the relevant 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 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 Holdings has 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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.

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 (xi) 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 and/or test, any Cash Interest Coverage Ratio test or Pro Forma compliance test with the Financial Covenants) (and for the avoidance of doubttest, and/or any other financial ratio set forth in Section 2.20or test); , (yii) 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 (ziii) testing any cap expressed measured as a percentage of Consolidated EBITDA and or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exceptionexception set forth in this Agreement, in each case, then such compliance or testing on in connection with a Pro Forma basis may be determinedLimited 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 (A1) in the case of any Acquisition Transactionacquisition or other Investment, Investment Disposition, incurrence of Indebtedness or Dispositionany 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 date execution of the definitive acquisition agreements for or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such Limited Condition Transaction are entered into 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) at the time of the consummation of the Limited Condition Transactionsuch acquisition, as applicable Investment, Disposition, incurrence of Indebtedness or related transaction, (B2) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition TransactionRestricted 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 prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepaymentRestricted Debt Payment (the applicable date pursuant to clause (1), redemption(2) or (3) above, 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 (such elected dateas applicable, the “LCA LCT Test Date”), and if, after giving such ratios and other provisions are measured on a Pro Forma Effect 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 LCA LCT Test Date, Holdings the Borrower could have taken such action on the relevant LCA 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; 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 Holdings the Borrower has elected to apply clause (A)(x) or (B)(x) above in connection with any Limited Condition Transaction made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCA 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 LCA 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, (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 (Bconsummated. The provisions of this Section 1.09(a) solely shall, for the avoidance of doubt, apply in connection with respect of the calculation 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 with respect to the making of Restricted Payments, any occurring after 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.time

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, contrary herein (including in connection with any action being taken in connection with calculation made on a Limited Condition TransactionPro Forma Basis), for purposes of: to the extent that the terms of this Agreement require (xi) 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 6.15(a), any Secured Net First Lien Leverage Ratio test, any Secured Leverage Ratio test, Total Net Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Pro Forma compliance test with Consolidated Total Assets) or (ii) the Financial Covenants) (and for the avoidance accuracy of doubt, any financial ratio set forth in Section 2.20); (y) determining compliance with representations and warranties 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); (z) testing any cap expressed as a percentage condition to (A) the consummation of Consolidated EBITDA and any other 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 “basket” or exceptionLimited Condition Transaction”), in each case, then such compliance or testing on a Pro Forma basis the determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: Borrower Representative (Aa “LCT Election”), (1) in the case of any Acquisition Transaction, acquisition or similar Investment (including the assumption or Dispositionincurrence 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 (x) the date execution of the definitive agreements for agreement with respect to such Limited Condition Transaction are entered into acquisition or similar Investment or (y) at the time of the consummation of the Limited Condition Transactionsuch acquisition or similar Investment, as applicable or (B2) in the case of any prepayment, redemption, repurchase, defeasance Restricted Payment (including the assumption or similar repayment incurrence of Indebtedness constituting a Limited Condition Transactionin connection therewith), at the time of (xor on the basis of the financial statements for the most recently ended Test Period at the time of) either (1) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2) the making of such Restricted Payment 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 prepaymentRestricted Debt Payment, redemption, repurchase, defeasance at the time of (or similar repayment on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of such notice or (y) the making of such prepaymentRestricted Debt Payment (the applicable date pursuant to clause (1), redemption(2) or (3), repurchaseas applicable, defeasance or similar repaymentthe “LCT Test Date”), in each case, (I) after giving effect to the relevant Acquisition Transactionacquisition, Investment, Disposition Restricted Payment and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Restricted Debt Payment on a Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith Basis, (including any incurrence of Indebtedness and the use of proceeds thereofII) as if they had occurred at the beginning of based on the most recently completed ended Test Period ending prior and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date in compliance with such ratios, representation, warranty, absence of Default any other prospective Limited Condition Acquisitions or Event of Default or “basket,” such ratio, representation, warranty, absence of Default or Event of Default shall be deemed to similar Investments for which definitive agreements 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 basketsexecuted. For the avoidance of doubt, (i) if Holdings has elected to apply clause (A)(x) the Borrower Representative makes an LCT Election, no Default or (B)(x) above in connection with any Limited Condition Transaction and (x) any Event of the ratios or “baskets” for which compliance was determined or tested as of the LCA Test Date are exceeded 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 not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) 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 LCA 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 for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, (A) 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 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.

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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi) 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 6.14(a) hereof, any First Lien Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test test) and/or any cap expressed as a percentage of Consolidated Adjusted EBITDA or Pro Forma compliance test with the Financial Covenants(ii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z) testing any cap expressed as a percentage condition to (A) the consummation of Consolidated EBITDA and any other availability transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of a “basket” or exceptionIndebtedness), in each case(B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment, then such compliance or testing on a Pro Forma basis the determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: , (A1) in the case of any Acquisition Transaction, acquisition or similar Investment (including with respect to any Indebtedness assumed or Dispositionincurred 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 date the definitive agreements for such Limited Condition Transaction are entered into or (y) at the time of the consummation of the Limited Condition Transaction, as applicable or (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition TransactionAcquisition, the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted Payment (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 Payment (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 prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Debt Payment, in each case, after giving effect effect, on a Pro Forma Basis, to (I) the relevant Acquisition Transactionacquisition, Investment, Disposition Restricted Payment, Restricted Debt Payment and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith any related Indebtedness (including any incurrence of Indebtedness and the intended use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior and (II) to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date extent definitive documents 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 shall be deemed to respect thereof have been complied with; provided executed or 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 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 Holdings has elected to apply be determined as set forth in this 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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 thereofa)) 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.

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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi) 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 6.15(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 and/or test, any Cash Interest Fixed Charge Coverage Ratio test test) and/or the amount of Consolidated Adjusted EBITDA or Pro Forma compliance test with the Financial CovenantsConsolidated Total Assets or (ii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z) testing any cap expressed as a percentage condition to (A) the making of Consolidated EBITDA and any other availability Restricted Payment and/or (B) the making of a “basket” or exceptionany Restricted Debt Payment, in each case, then such compliance or testing on a Pro Forma basis the determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Lead Borrower: , (A1) in the case of any Acquisition Transaction, Investment or DispositionRestricted Payment, at the time of either (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the date the definitive agreements for declaration of such Limited Condition Transaction are entered into Restricted Payment or (y) at the time making of the consummation of the Limited Condition Transaction, as applicable or such Restricted Payment and (B2) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition TransactionRestricted 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 prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Debt Payment, in each case, after giving effect to the relevant Acquisition Transactionacquisition, Investment, Disposition Restricted Payment and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCA Test Date, Holdings could have taken such action on the relevant 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 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 Holdings has 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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 Restricted Debt Payment 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 consummatedBasis.

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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi) 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, any Secured Net Leverage Ratio test, any the Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with the Financial Covenants) (and for the avoidance of doubtRatio, any financial ratio set forth in Section 2.20); (y) determining compliance with representations and warranties or the requirement regarding Total Net Secured Leverage Ratio) and/or the amount of EBITDA or Total Assets or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default); (z) testing any cap expressed as a percentage condition to (A) the consummation of Consolidated EBITDA and any other availability 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 “basket” or exceptionLimited Condition Transaction”), in each case, then such compliance or testing on a Pro Forma basis the determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: Borrower (Aa “LCT Election”), (1) in the case of any Acquisition Transaction, Investment acquisition or Dispositionsimilar Investment, 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 date execution of the definitive agreements for agreement with respect to such Limited Condition Transaction are entered into acquisition or Investment or (y) at the time of the consummation of the Limited Condition Transactionsuch acquisition or Investment, as applicable or (B2) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition TransactionRestricted 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 prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepaymentRestricted Debt Payment (the applicable date pursuant to clause (1), redemption(2) or (3), repurchaseas applicable, defeasance or similar repaymentthe “LCT Test Date”), in each case, after giving effect to the relevant Acquisition Transactionacquisition, Investment, Disposition Restricted Payment and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Restricted Debt Payment on a Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCA Test Date, Holdings could have taken such action on the relevant 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 shall be deemed to have been complied with; provided that if financial statements for one or more subsequent fiscal quarters shall have become available, Basis. If 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 has made a LCT Election for purposes of such ratios, tests or baskets. For the avoidance of doubt, if Holdings has 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) 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 LCA 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 for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, (A) 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 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.

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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi) 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, any Senior Secured Net Leverage Ratio test, any Secured Leverage Ratio test, any Total Net Leverage Ratio test and/or or any Cash Interest Fixed Charge Coverage Ratio test test) and/or the amount of Consolidated Adjusted EBITDA or Pro Forma compliance test with the Financial Covenantsany cap expressed as a percentage of Consolidated Total Assets or (ii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z) testing any cap expressed as a percentage condition to (A) the consummation of Consolidated EBITDA any 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 any other availability (C), the related assumption or incurrence of Indebtedness) (such action pursuant to clauses (A), (B) or (C), a “basket” or exceptionLimited Condition Transaction”), in each case, then such compliance or testing on a Pro Forma basis the determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: Borrower (Aa “LCT Election”), (1) in the case of any Acquisition Transaction, acquisition or similar Investment or Dispositionrelated incurrence or assumption of Indebtedness, 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 date execution of the definitive agreements for agreement with respect to such Limited Condition Transaction are entered into acquisition or Investment, or incurrence or assumption of Indebtedness or (y) at the time of the consummation of the Limited Condition Transactionsuch acquisition or Investment, as applicable or incurrence or assumption of Indebtedness, (B2) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition TransactionRestricted 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 prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepaymentRestricted Debt Payment (the applicable date pursuant to clause (1), redemption(2) or (3), repurchaseas applicable, defeasance or similar repaymentthe “LCT Test Date”), in each case, after giving effect to the relevant Acquisition Transactionacquisition, InvestmentIndebtedness, Disposition Restricted Payment and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Restricted Debt Payment on a Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCA Test Date, Holdings could have taken such action on the relevant 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 shall be deemed to have been complied with; provided that if financial statements for one or more subsequent fiscal quarters shall have become available, Basis. If 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 has made a LCT Election for purposes of such ratios, tests or baskets. For the avoidance of doubt, if Holdings has 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) 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 LCA 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 for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, (A) 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 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.

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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi) 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, any Secured Net Leverage Ratio testSection 6.11 hereof, any Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test cap expressed as a percentage and/or based on the amount of Consolidated Adjusted EBITDA or Pro Forma compliance test with the Financial Covenantsany other basket, (ii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z) testing any cap expressed or the accuracy of representations and warranties as a percentage condition to (A) the consummation of Consolidated EBITDA and any other availability Limited Condition Transaction or any transaction in connection therewith (including the assumption or incurrence of a “basket” Indebtedness) and/or (B) the making of any Restricted Payment or exceptionany Restricted Debt Payment, in each case, then such compliance or testing on a Pro Forma basis the determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: , (A1) in the case of any Acquisition Transaction, or similar Investment or Dispositionother transaction described in the immediately preceding clause (A), at the time of (or on the basis of the financial statements for the most recently ended Reference Period at the time of) either (x) the date execution of the definitive agreements for agreement with respect to such Limited Condition Transaction are entered into Acquisition or other Investment or (y) at the time of the consummation of the Limited Condition Transactionsuch Acquisition or other Investment, as applicable or (B2) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition TransactionRestricted Payment, at the time of (or on the basis of the financial statements for the most recently ended 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 Reference Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Debt Payment, in each case, after giving effect to the relevant Acquisition TransactionAcquisition, Investment, Disposition Restricted Payment and/or prepaymentRestricted Debt Payment and, redemption, repurchase, defeasance or similar repayment (such elected datein each case, the “LCA Test Date”)incurrence or assumption of any Indebtedness in connection therewith, and if, after giving on a Pro Forma Effect to Basis; provided that if the Limited Condition Transaction and the other transactions to be entered into Borrower has made such an election, then, in connection therewith with the determination of (including i) compliance with any incurrence of Indebtedness and the use of proceeds thereoffinancial ratio or test (including, without limitation, Section 6.11 hereof and/or any Total Leverage Ratio) and/or any cap expressed as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCA Test Date, Holdings could have taken such action a percentage or based on the relevant LCA Test Date in compliance with such ratios, representation, warranty, amount of Consolidated Adjusted EBITDA and/or any other basket or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default Default) or “basket,” such ratio, representation, warranty, absence the accuracy of Default or Event of Default 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 electrepresentations and warranties, in its sole discretion, each case as a condition to re-determine all such ratios, tests or baskets on the basis consummation 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 Holdings has elected to apply clause (A)(x) or (B)(x) above any transaction in connection with (A) any Limited Condition Transaction and (xincluding the assumption or incurrence of Indebtedness) and/or (B) the making of any Restricted Payment or Restricted Debt Payment in each of the ratios or “baskets” for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability foregoing cases on or following the relevant LCA Test Date date of such election and prior to (x) in the case of clause (A) of this proviso, the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that 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 Restricted Payment or expires without consummation of Restricted Debt Payment, each such Limited Condition Transaction, (A) any such ratio or “basket” availability determination shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction Transaction, Restricted Payment or Restricted Debt Payment 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 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 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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi) 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 7.11 hereof, any Senior Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Consolidated Interest Coverage Ratio test test) and/or any cap expressed as a percentage and/or based on the amount of Consolidated EBITDA or Pro Forma compliance test with the Financial Covenantsany other basket, (ii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z) testing any cap expressed or the accuracy of representations and warranties as a percentage condition to (A) the consummation of Consolidated EBITDA and any other availability Limited Condition Transaction or any transaction in connection therewith (including the assumption or incurrence of a “basket” Indebtedness) and/or (B) the making of any Restricted Payment or exceptionany Restricted Debt Payment, in each case, then such compliance or testing on a Pro Forma basis the determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: , (A1) in the case of any Acquisition Transaction, or similar Investment or Dispositionother transaction described in the immediately preceding clause (A), at the time of (or on the basis of the financial statements for the most recently ended Reference Period at the time of) either (x) the date execution of the definitive agreements for agreement with respect to such Limited Condition Transaction are entered into Acquisition or other Investment or (y) at the time of the consummation of the Limited Condition Transactionsuch Acquisition or other Investment, as applicable or (B2) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition TransactionRestricted Payment, at the time of (or on the basis of the financial statements for the most recently ended 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 Reference Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Debt Payment, in each case, after giving effect to the relevant Acquisition TransactionAcquisition, Investment, Disposition Restricted Payment and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Restricted Debt Payment on a Pro Forma Effect to Basis; provided that if the Limited Condition Transaction and the other transactions to be entered into Borrower has made such an election, then, in connection therewith with the determination of (including i) compliance with any incurrence of Indebtedness and the use of proceeds thereoffinancial ratio or test (including, without limitation, Section 7.11 hereof, any Senior Secured Net Leverage Ratio test, any Total Net Leverage Ratio and/or any Consolidated Interest Coverage Ratio test) and/or any cap expressed as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCA Test Date, Holdings could have taken such action a percentage or based on the relevant LCA Test Date in compliance with such ratios, representation, warranty, amount of Consolidated EBITDA and/or any other basket or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default Default) or “basket,” such ratio, representation, warranty, absence the accuracy of Default or Event of Default 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 electrepresentations and warranties, in its sole discretion, each case as a condition to re-determine all such ratios, tests or baskets on the basis consummation 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 Holdings has elected to apply clause (A)(x) or (B)(x) above any transaction in connection with (A) any Limited Condition Transaction and (xincluding the assumption or incurrence of Indebtedness) and/or (B) the making of any Restricted Payment or Restricted Debt Payment in each of the ratios or “baskets” for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability foregoing cases on or following the relevant LCA Test Date date of such election and prior to (x) in the case of clause (A) of this proviso, the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that 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 Restricted Payment or expires without consummation of Restricted Debt Payment, each such Limited Condition Transaction, (A) any such ratio or “basket” availability determination shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction Transaction, Restricted Payment or Restricted Debt Payment and other transactions pro forma events in connection therewith (including any incurrence of debt and Indebtedness) have been consummated. For the use avoidance of proceeds thereof (but without netting doubt, notwithstanding anything to the cash proceeds thereof)) had been consummated and (B) solely contrary in this Section 1.04, the requirements of Section 5.02 are required to be satisfied in connection with the calculation any extension 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 consummatedcredit except as expressly provided herein.

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 (xi) 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, any Secured Total Net Leverage Ratio testRatio, any Total Net Cash Leverage Ratio, any Contract Asset Balance Coverage Ratio or any LTV Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with (including as required in the Financial Covenants) definition of “Permitted Acquisition”)), (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (yii) 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 (ziii) testing any cap expressed as a percentage of Consolidated EBITDA EBITDA, Consolidated Cash EBITDA, Liquidity or Consolidated Total Assets and any other availability of a “basket” or exceptionexception set forth in Article VI, in each casecase in connection with a Specified Transaction or other transaction permitted hereunder, then undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of whether any such compliance or testing on a Pro Forma basis may be determinedaction 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: Borrower (A) such election to exercise such option in the case of connection with any Acquisition Limited Condition Transaction, Investment or Dispositionan “LCT Election”), at the time of either will be deemed to be (x) the date the definitive agreements for such Limited Condition Transaction are entered into or (y) at in respect of sales in connection with an acquisition to which the time of the consummation of the Limited Condition Transaction, as applicable or United Kingdom City Code on Takeovers and Mergers applies (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment law or practice in other jurisdictions), the date on which a “Rule 2.7 announcement” of Indebtedness constituting a firm 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 a target of a Limited Condition Transaction, at the time of Transaction (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such 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 (such elected date, the “LCA LCT Test Date”), and if, after giving Pro Forma Effect pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Tests Period ending on or prior to the LCA LCT Test Date, Holdings the Borrower could have taken such action on the relevant LCA 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 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 Holdings the Borrower has elected to apply clause (A)(x) or (B)(x) above in connection with any Limited Condition Transaction made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCA LCT Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCA 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 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 (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 and or (By) solely in connection with the calculation respect of any ratio Restricted Payment or “basket” availability with respect to the making of any Restricted PaymentsDebt Payment, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis standalone basis without 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 not been consummated. 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, any Total Net Leverage Ratio, any Total Net Cash Leverage Ratio, any Contract Asset Balance Coverage Ratio or any LTV Ratio test (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)) and/or any cap expressed as a percentage of Consolidated EBITDA, Consolidated Cash EBITDA, Liquidity or Consolidated Total Assets, (y) any representation and warranties, or any requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (z) any availability test under any “baskets” shall be made as of the applicable date of the consummation of the Specified Transaction or other transaction hereunder.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary herein, in connection with any action being taken acquisition or similar Investment, the consummation of which is not conditioned on the availability of debt financing (each, an “LCA Investment”) (including with respect to any Indebtedness contemplated or incurred in connection with a Limited Condition Transaction, for purposes of: (xtherewith) determining compliance with any provision in this Agreement or any Loan Document (other than the Financial Covenants (other than any financial ratio or test Initial Delayed Draw Term Loan), to the extent that requires Pro Forma the terms of this Agreement require (i) compliance with the Financial Covenants)) that requires the calculation of any financial ratio or test (including, without limitation, Section 6.15(a) hereof and/or any Secured Net Total Leverage Ratio test, any Total Net Leverage Ratio test ) and/or any Cash Interest Coverage Ratio test basket (including any cap expressed as a percentage of Consolidated Adjusted EBITDA) or Pro Forma compliance test with the Financial Covenants(ii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z, but other than any payment or bankruptcy Event of Default) testing any cap expressed as a percentage condition to making such LCA Investment and/or incurring any Indebtedness or effecting another transaction incurred or contemplated in connection therewith, the determination of Consolidated EBITDA and any other availability of a “basket” or exception, in each case, then such compliance or testing on a Pro Forma basis whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: (A) in the case of any Acquisition Transaction, Investment or Disposition, at the time of either (x) the date the definitive agreements for such Limited Condition Transaction are entered into or (y) at the time of the consummation of the Limited Condition Transaction, as applicable or (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition Transaction, at the time of (xor on the basis of the financial statements for the most recently ended Test Period at the time of) delivery either (A) the execution of irrevocable (which may be conditional) notice the definitive agreement with respect to such prepayment, redemption, repurchase, defeasance or similar repayment the relevant LCA Investment or (yB) the making consummation of such prepayment, redemption, repurchase, defeasance or similar repaymentthe LCA Investment, in each case, after giving effect effect, on a Pro Forma Basis to the relevant Acquisition Transaction, LCA Investment, Disposition and/or prepayment, redemption, repurchase, defeasance or similar repayment any related Indebtedness (such elected date, including the “LCA Test Date”intended use of proceeds thereof) and all other permitted pro forma adjustments; provided that if the Borrower has made an election under clause (A), in connection with the subsequent calculation of any ratio or basket (other than with respect to any Delayed Draw Term Loan) on or following such date and ifprior to the earlier of the date on which such LCA Investment is consummated or the definitive agreement for such LCA Investment is terminated, after giving compliance with such ratio or basket shall be calculated on a Pro Forma Effect to the Limited Condition Transaction Basis assuming such LCA Investment and the other transactions to be entered into incurred or contemplated in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCA Test Date, Holdings could have taken such action on the relevant 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 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 Holdings has 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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.

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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi) 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 7.10, any Secured Net First Lien Leverage Ratio test, any Total Net Senior Secured Leverage Ratio test and/or any Cash Interest Coverage Leverage Ratio test test) and/or any cap expressed as a percentage of Consolidated EBITDA or Pro Forma compliance test with the Financial Covenants(ii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z) testing any cap expressed as a percentage condition to (A) the consummation of Consolidated EBITDA and any other availability transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of a “basket” or exceptionIndebtedness), in each case(B) the making of any Restricted Payment and/or (C) the making of any Restricted Prepayment, then such compliance or testing on a Pro Forma basis the determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: , (A1) in the case of any Acquisition Transaction, Investment acquisition or Dispositionsimilar Investment, at the time of either (x) the date execution of the definitive agreements for agreement with respect to such Limited Condition Transaction are entered into acquisition or Investment or (y) at the time of the consummation of the Limited Condition Transactionsuch acquisition or Investment, as applicable or (B2) in the case of any prepaymentRestricted Payment, redemptionat 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), repurchase, defeasance or similar repayment (y) the making of Indebtedness constituting a Limited Condition Transactionsuch Restricted Payment and (3) in the case of any Restricted Prepayment, 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 prepayment, redemption, repurchase, defeasance or similar repayment Restricted Prepayment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Prepayment, in each case, after giving effect to the relevant Acquisition Transactionacquisition, Investment, Disposition Restricted Payment and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCA Test Date, Holdings could have taken such action on the relevant 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 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 Holdings has 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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 Restricted 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 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 consummatedBasis.

Certain Calculations and Tests. (a) Notwithstanding anything in When calculating the availability under any basket or ratio under this Agreement or compliance with any Loan Document to the contrary, provision of this Agreement in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (x) 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, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with the Financial Covenants) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z) testing any cap expressed as a percentage of Consolidated EBITDA and any other availability of a “basket” or exception, in each case, then such compliance or testing on a Pro Forma basis may be determined, at the election of the Borrower: (A) in the case of any Acquisition Transaction, Investment or Disposition, at the time of either (x) the date the definitive agreements for such Limited Condition Transaction are entered into or (y) at the time of the consummation of the Limited Condition Transaction, as applicable or (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition Transaction, at the time of (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such 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 (such elected date, the “LCA Test Date”), and if, after giving Pro Forma 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) as if they had occurred , the incurrence or creation of Liens, repayments, Restricted Payments and Asset Dispositions), in each case, at the beginning option of the most recently completed Test Period ending prior Borrower (the Borrower’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the LCA absence of any continuing Default or Event of Default)) under this Agreement shall be deemed to be the date (the “LCT Test Date”) either (a) the definitive agreement for such 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 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (an “LCT Public Offer”) in respect of a target of a Limited Condition Transaction and, in each case, if, after giving pro forma effect to the Limited Condition Transaction 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) and any related pro forma adjustments, Holdings could or any of its Restricted Subsidiaries would have taken been permitted to take such action actions or consummate such transactions on the relevant LCA LCT Test Date in compliance with such ratiosratio, representationtest or basket (and any related requirements and conditions), warranty, absence of Default or Event of Default or “basket,” such ratio, representation, warranty, absence of Default test or Event of Default 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 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 re-determine redetermine 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 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 Holdings the Borrower has elected to apply clause made an LCT Election, (A)(x1) or (B)(x) above in connection with any Limited Condition Transaction and (x) if any of the ratios ratios, tests or “baskets” baskets for which compliance was determined or tested as of the LCA LCT Test Date are would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio ratio, test or “basket” (, including due to fluctuations in 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 to have been exceeded or failed to have been complied with as a result of such fluctuations solely fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for purposes which compliance or satisfaction was determined or tested as of determining whether the Limited Condition Transaction is permitted hereunder LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of an Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing); and (y3) 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 LCA 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 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, (A) 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 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 consummatedTransaction.

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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi) 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 (includingincluding Section 6.10(a), without limitationSection 6.10(b), any First Lien Rent Adjusted Net Leverage Ratio test, any Secured Rent Adjusted Net Leverage Ratio test, any Total Rent Adjusted Net Leverage Ratio test and/or any Cash Interest Fixed Charge Coverage Ratio test test) and/or any cap expressed as a percentage of Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDAR or Pro Forma compliance test with the Financial CovenantsConsolidated Total Assets, (ii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); , (ziii) testing the making or accuracy of any representation and/or warranty or (iv) compliance with availability under any basket or cap (including any basket or cap expressed as a percentage of Consolidated Adjusted EBITDA and any other availability of a “basket” or exceptionConsolidated Total Assets), in each case, then such compliance a condition to (A) the consummation of any transaction in connection with any acquisition or testing on a Pro Forma basis 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 determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: , (A1) in the case of any Acquisition Transactionacquisition or similar Investment (including with respect to any Indebtedness contemplated, Investment assumed or Dispositionincurred 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 date execution of the definitive agreements for agreement with respect to such Limited Condition Transaction are entered into acquisition or Investment, (y) at in connection with an acquisition to which the time United Kingdom City Code or Takeover and Mergers (or any 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 target of an acquisition (or equivalent notice under comparable Requirements of Law) or (z) the consummation of the Limited Condition Transactionsuch acquisition or Investment, as applicable or (B2) in the case of any prepayment, redemption, repurchase, defeasance Restricted Payment (including with respect to any Indebtedness contemplated or similar repayment of Indebtedness constituting a Limited Condition Transactionincurred 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 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) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Debt Payment, in each case, after giving effect effect, on a Pro Forma Basis, to (I) the relevant Acquisition Transactionacquisition, Investment, Disposition Restricted Payment, Restricted Debt Payment and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith any related Indebtedness (including any incurrence of Indebtedness and the intended use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior and (II) to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date extent definitive documents 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 shall be deemed to respect thereof have been complied with; provided that if financial statements for one or more subsequent fiscal quarters shall have become availableexecuted, the Restricted Payment has been declared or 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 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 Holdings has elected to apply treat in accordance with this 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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 thereofa)) 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.

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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi) 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 7.10, any Secured Net First Lien Leverage Ratio test, any Total Net Secured Leverage Ratio test and/or any Cash Interest Coverage Leverage Ratio test test) and/or any cap expressed as a percentage of Consolidated EBITDA or Pro Forma compliance test with the Financial Covenants(ii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z) testing any cap expressed as a percentage condition to (A) the consummation of Consolidated EBITDA and any other availability transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of a “basket” or exceptionIndebtedness), in each case(B) the making of any Restricted Payment and/or (C) the making of any Restricted Prepayment, then such compliance or testing on a Pro Forma basis the determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: , (A1) in the case of any Acquisition Transaction, Investment acquisition or Dispositionsimilar Investment, at the time of either (x) the date execution of the definitive agreements for agreement with respect to such Limited Condition Transaction are entered into acquisition or Investment or (y) at the time of the consummation of the Limited Condition Transactionsuch acquisition or Investment, as applicable or (B2) in the case of any prepaymentRestricted Payment, redemptionat the time of (x) the declaration of such Restricted Payment (provided, repurchasethat such Restricted Payment is made within 60 days after the date of declaration thereof), defeasance or similar repayment (y) the making of Indebtedness constituting a Limited Condition Transactionsuch Restricted Payment and (3) in the case of any Restricted Prepayment, 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 prepayment, redemption, repurchase, defeasance or similar repayment Restricted Prepayment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Prepayment, in each case, after giving effect to the relevant Acquisition Transactionacquisition, Investment, Disposition Restricted Payment and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCA Test Date, Holdings could have taken such action on the relevant 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 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 Holdings has 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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 Restricted 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 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 consummatedBasis.

Certain Calculations and Tests. (a) Notwithstanding anything in When calculating the availability under any basket or ratio under this Agreement or compliance with any Loan Document to the contrary, provision of this Agreement in connection with any action being taken in connection with a Limited Condition TransactionTransaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and dispositions), in each case, at the option of the Borrower (the Borrower’s election to exercise such option, a “LCT Election”), the date of determination for purposes of: availability under any such basket or ratio and whether any such action or transaction is permitted (x) determining compliance with any provision in this Agreement or any Loan Document requirement or condition therefor is complied with or satisfied (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, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with the Financial Covenants) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) determining compliance with representations and warranties or the requirement regarding including as to the absence of a Default or Event of Default (or any type of continuing Default or Event of Default); (z) testing any cap expressed as a percentage of Consolidated EBITDA and any other availability of a “basket” or exception, in each case, then such compliance or testing on a Pro Forma basis may under this Agreement shall be determined, at the election of the Borrower: (A) in the case of any Acquisition Transaction, Investment or Disposition, at the time of either (x) deemed to be the date (the “LCT Test Date”) the definitive agreements for such Limited Condition Transaction are entered into or (y) at or, if applicable, the time date of the consummation delivery of the Limited Condition Transactionan irrevocable notice, as applicable or (B) in the case declaration of any prepayment, redemption, repurchase, defeasance a Restricted Payment or similar repayment of Indebtedness constituting a Limited Condition Transaction, at the time of (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such 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 (such elected date, the “LCA Test Date”event), and if, after giving Pro Forma Effect pro forma 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 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 paragraph, as if they had occurred at the beginning of the most recently completed Test Period ending prior to four fiscal quarter period, the LCA Test Date, Holdings Borrower or any of its Restricted Subsidiaries could have taken such action actions or consummated such transactions on the relevant LCA LCT Test Date in compliance with such ratiosratio, representationtest or basket (and any related requirements and conditions), warranty, absence of Default or Event of Default or “basket,” such ratio, representation, warranty, absence of Default test or Event of Default 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 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 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 LCT Test Date for purposes of such ratios, tests or baskets. For , (b) except as contemplated in the avoidance of doubt, if Holdings has elected to apply foregoing clause (A)(xa), compliance with such ratios, tests or baskets (and any related requirements and conditions) or (B)(x) above in connection with any Limited Condition Transaction and (x) any of the ratios or “baskets” for which compliance was shall not be determined or tested as of at any time after the LCA applicable LCT Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, (A) 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 thereof, the cash proceeds thereofincurrence of Liens, repayments, Restricted Payments and dispositions)) had been consummated , and (Bc) solely Consolidated Fixed Charges for purposes of the Consolidated Fixed Charge Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in connection with the calculation of any ratio or “basket” availability financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by 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 Borrower in connection therewith (including any incurrence of debt and the use of proceeds thereof (but without netting the cash proceeds thereof)) had not been consummatedgood faith.

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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi) 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 (includingincluding Section 6.10(a), without limitationSection 6.10(b), Section 6.10(c), any Secured First Lien Rent Adjusted Net Leverage Ratio test, any Total Rent Adjusted Net Leverage Ratio test and/or any Cash Interest Fixed Charge Coverage Ratio test test) and/or any cap expressed as a percentage of Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDAR or Pro Forma compliance test with the Financial CovenantsConsolidated Total Assets, (ii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); , (ziii) testing the making or accuracy of any representation and/or warranty or (iv) compliance with availability under any basket or cap (including any basket or cap expressed as a percentage of Consolidated Adjusted EBITDA and any other availability of a “basket” or exceptionConsolidated Total Assets), in each case, then such compliance a condition to (A) the consummation of any transaction in connection with any acquisition or testing on a Pro Forma basis 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 determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: , (A1) in the case of any Acquisition Transactionacquisition or similar Investment (including with respect to any Indebtedness contemplated, Investment assumed or Dispositionincurred 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 date execution of the definitive agreements for agreement with respect to such Limited Condition Transaction are entered into acquisition or Investment, (y) at in connection with an acquisition to which the time United Kingdom City Code or Takeover and Mergers (or any 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 target of an acquisition (or equivalent notice under comparable Requirements of Law) or (z) the consummation of the Limited Condition Transactionsuch acquisition or Investment, as applicable or (B2) in the case of any prepayment, redemption, repurchase, defeasance Restricted Payment (including with respect to any Indebtedness contemplated or similar repayment of Indebtedness constituting a Limited Condition Transactionincurred 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 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) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Debt Payment, in each case, after giving effect effect, on a Pro Forma Basis, to (I) the relevant Acquisition Transactionacquisition, Investment, Disposition Restricted Payment, Restricted Debt Payment and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith any related Indebtedness (including any incurrence of Indebtedness and the intended use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior and (II) to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date extent definitive documents 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 shall be deemed to respect thereof have been complied with; provided that if financial statements for one or more subsequent fiscal quarters shall have become availableexecuted, the Restricted Payment has been declared or 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 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 Holdings has elected to apply treat in accordance with this 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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 thereofa)) 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.

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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi) 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 limitationincluding Section 7.08, any Secured Net First Lien Leverage Ratio test, any Total Net Secured Leverage Ratio test and/or any Cash Interest Coverage Total Leverage Ratio test or Pro Forma compliance test with the Financial Covenantstest) and/or any cap expressed as a percentage of Consolidated EBITDA, (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (yii) 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); , (ziii) testing the making or accuracy of any cap representation and/or warranty or (iv) compliance with availability under any basket (including any basket expressed as a percentage of Consolidated EBITDA and any other availability of a “basket” or exceptionConsolidated Total Assets), in each case, then such compliance as a condition to (A) the consummation of any transaction in connection with any acquisition or testing on a Pro Forma basis similar Investment, (B) the making of any 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 determinedmade, at the election of the Borrower: , (A1) in the case of any Acquisition Transactionacquisition or similar Investment (including with respect to any Indebtedness contemplated, Investment assumed or Dispositionincurred 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 date execution of the definitive agreements for agreement with respect to such Limited Condition Transaction are entered into acquisition or Investment, (y) at in connection with an acquisition to which the time United Kingdom City Code or Takeover and Mergers (or any comparable Law) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of the target of an acquisition (or equivalent notice under comparable Law) or (z) the consummation of the Limited Condition Transactionsuch acquisition or Investment, as applicable or (B2) in the case of any prepaymentRestricted Payment (including with respect to any Indebtedness contemplated, redemption, repurchase, defeasance assumed or similar repayment of Indebtedness constituting a Limited Condition Transactionincurred 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 Payment (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 prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Debt Payment, in each case, after giving effect to (I) the relevant Acquisition Transactionacquisition, Investment, Disposition Restricted Payment, Restricted Debt Payment and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith any related Indebtedness (including any incurrence of Indebtedness and the intended use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior and (II) to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date extent definitive documents 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 shall be deemed to respect thereof have been complied with; provided that if financial statements for one or more subsequent fiscal quarters shall have become availableexecuted, the Restricted Payment has been declared 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 other Specified Transaction that 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 Holdings has elected to apply treat in accordance with this 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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 thereofa)) 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.

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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi) 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 (includingincluding Section 6.10(a), without limitationSection 6.10(b), Section 6.10(c), any Secured First Lien Rent Adjusted Net Leverage Ratio test, any Total Rent Adjusted Net Leverage Ratio test and/or any Cash Interest Fixed Charge Coverage Ratio test test) and/or any cap expressed as a percentage of Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDAR or Pro Forma compliance test with the Financial CovenantsConsolidated Total Assets, (ii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); , (ziii) testing the making or accuracy of any representation and/or warranty or (iv) compliance with availability under any basket or cap (including any basket or cap expressed as a percentage of Consolidated Adjusted EBITDA and any other availability of a “basket” or exceptionConsolidated Total Assets), in each case, then such compliance a condition to (A) the consummation of any transaction in connection with any acquisition or testing on a Pro Forma basis 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 determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: , (A1) in the case of any Acquisition Transactionacquisition or similar Investment (including with respect to any Indebtedness contemplated, Investment assumed or Dispositionincurred 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 date execution of the definitive agreements for agreement with respect to such Limited Condition Transaction are entered into acquisition or Investment, (y) at in connection with an acquisition to which the time United Kingdom City Code or Takeover and Mergers (or any 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 target of an acquisition (or equivalent notice under comparable Requirements of Law) or (z) the consummation of the Limited Condition Transactionsuch acquisition or Investment, as applicable or (B2) in the case of any prepayment, redemption, repurchase, defeasance Restricted Payment (including with respect to any Indebtedness contemplated or similar repayment of Indebtedness constituting a Limited Condition Transactionincurred 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 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) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Debt Payment, in each case, after giving effect effect, on a Pro Forma Basis, to (I) the relevant Acquisition Transactionacquisition, Investment, Disposition Restricted Payment, Restricted Debt Payment and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith any related Indebtedness (including any incurrence of Indebtedness and the intended use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior and (II) to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date extent definitive documents 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 shall be deemed to respect thereof have been complied with; provided that if financial statements for one or more subsequent fiscal quarters shall have become availableexecuted, the Restricted Payment has been declared or 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 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 Holdings has elected to apply treat in accordance with this 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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 thereofa)) 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.

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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi) 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 (includingincluding Section 6.10(a), without limitationSection 6.10(b), any First Lien Rent Adjusted Net Leverage Ratio test, any Secured Rent Adjusted Net Leverage Ratio test, any Total Rent Adjusted Net Leverage Ratio test and/or any Cash Interest Fixed Charge Coverage Ratio test test) and/or any cap expressed as a percentage of Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDAR or Pro Forma compliance test with the Financial CovenantsConsolidated Total Assets, (ii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); , (ziii) testing the making or accuracy of any representation and/or warranty or (iv) compliance with availability under any basket or cap (including any basket or cap expressed as a percentage of Consolidated Adjusted EBITDA and any other availability of a “basket” or exceptionConsolidated Total Assets), in each case, then such compliance a condition to (A) the consummation of any transaction in connection with any acquisition or testing on a Pro Forma basis 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 determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: , (A1) in the case of any Acquisition Transactionacquisition or similar Investment (including with respect to any Indebtedness contemplated, Investment assumed or Dispositionincurred 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 date execution of the definitive agreements for agreement with respect WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004 to such Limited Condition Transaction are entered into acquisition or Investment, (y) at in connection with an acquisition to which the time United Kingdom City Code or Takeover and Mergers (or any 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 target of an acquisition (or equivalent notice under comparable Requirements of Law) or (z) the consummation of the Limited Condition Transactionsuch acquisition or Investment, as applicable or (B2) in the case of any prepayment, redemption, repurchase, defeasance Restricted Payment (including with respect to any Indebtedness contemplated or similar repayment of Indebtedness constituting a Limited Condition Transactionincurred 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 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) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Debt Payment, in each case, after giving effect effect, on a Pro Forma Basis, to (I) the relevant Acquisition Transactionacquisition, Investment, Disposition Restricted Payment, Restricted Debt Payment and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith any related Indebtedness (including any incurrence of Indebtedness and the intended use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior and (II) to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date extent definitive documents 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 shall be deemed to respect thereof have been complied with; provided that if financial statements for one or more subsequent fiscal quarters shall have become availableexecuted, the Restricted Payment has been declared or 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 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 Holdings has elected to apply treat in accordance with this 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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 thereofa)) 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.

Certain Calculations and Tests. (a) Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement require (w) compliance with any financial ratio or test (including Section 8.1 hereof, any Consolidated Interest Coverage Ratio test, any Consolidated Net Leverage Ratio test, any Consolidated Senior Secured Net Leverage Ratio test, the amount of Consolidated EBITDA or any Loan Document to the contrary, cap expressed as a percentage of Consolidated EBITDA) in connection with the incurrence of Indebtedness, the creation of Liens, the making of any action being taken Disposition, the making of an Investment, the making of a Restricted Payment or the payment of any Junior Debt, (x) the absence of a Default or Event of Default, (y) compliance with any provision of this Agreement which requires compliance with any representation or warranties set forth herein or (z) the satisfaction of all other conditions precedent to the incurrence of Indebtedness, the creation of Liens, the making of any Disposition, the making of an Investment, the making of a Restricted Payment or the payment of any Junior Debt, in each case, in connection with a Limited Condition Transaction, for purposes of: (x) determining compliance with any provision in this Agreement or any Loan Document (other than the Financial Covenants (other than any financial date of determination of such ratio or test that requires Pro Forma compliance with the Financial Covenants)) that requires the calculation other provisions, absence of any financial ratio or test (including, without limitation, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with the Financial Covenants) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z) testing , determination of compliance with any cap expressed as a percentage representations or warranties or the satisfaction of Consolidated EBITDA and any other availability of a “basket” or exception, in each case, then such compliance or testing on a Pro Forma basis may be determinedconditions shall, at the election option of the Borrower (the Borrower: (A) ’s election to exercise such option in the case of connection with any Acquisition Limited Condition Transaction, Investment or Dispositionan “LCT Election,”), at the time of either (x) be deemed to be the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction are entered into or (y) at the time of the consummation of the Limited Condition Transaction, as applicable or (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting “LCT Test Date”). If on a Limited Condition Transaction, at the time of (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repayment, in each case, pro forma basis after giving effect to the relevant Acquisition Transaction, Investment, Disposition and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness therewith, calculating such ratios and the use of proceeds thereof) other 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 LCA LCT Test DateDate for which financial statements have been (or are required to be) delivered pursuant to Section 7.1, Holdings the Borrower could have taken such action on the relevant LCA LCT Test Date in compliance with the applicable ratios or other provisions, such ratios, representation, warranty, absence of Default or Event of Default or “basket,” such ratio, representation, warranty, absence of Default or Event of Default provisions shall be deemed to have been complied with; provided that if financial statements for one or more subsequent fiscal quarters , unless an Event of Default pursuant to Section 9(a), or, solely with respect to the Borrower, Section 9(f) shall have become available, the Borrower may elect, in its sole discretion, to re-determine all such ratios, tests or baskets be continuing on the basis of date 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 basketsLimited Condition Transaction is consummated. For the avoidance of doubt, if Holdings has elected to apply clause (A)(xi) or (B)(x) above in connection with any Limited Condition Transaction and (x) if, following the LCT Test Date, any of the such ratios or “baskets” for which compliance was determined or tested as of the LCA Test Date other provisions are exceeded 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 to have been exceeded or failed to have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (yii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction, unless, other than if an Event of Default pursuant to Section 9(a), or, solely with respect to the Borrower, Section 9(f), shall be continuing on such date, the Borrower 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 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 LCA 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 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, (A) 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 consummated and on the LCT Test Date. Notwithstanding anything herein to the contrary, the terms of this Section 1.3(a) shall not apply to the conditions set forth in Section 6.2 with respect to any extension of credit under theany Revolving Facility (B) solely in connection with the calculation of any ratio or “basket” availability other than 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 thereofany Incremental Revolving Facility Commitments)) had not been consummated.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Credit Document to the contrary, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: of (xi) determining compliance with any provision in this Agreement or any Loan Credit 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, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with the Financial Covenants) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (yii) 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 (ziii) testing any cap expressed as a percentage of Consolidated EBITDA and cap, financial metric or any other availability of a “basket” or exceptionexception set forth in this Agreement, in each case, then such compliance or testing on in connection with a Pro Forma basis may be determinedLimited Condition Transaction, the date of determination, at the election of the any Borrower (such Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be: (A1) in the case of any Acquisition Transactionacquisition or other Investment, Investment or Dispositionin each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended measurement period at the time of) either (x) the date execution of the definitive acquisition agreements for or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such Limited Condition Transaction are entered into acquisition, Investment or related transaction or (y) at the time of the consummation of the Limited Condition Transaction, as applicable such acquisition or Investment or related transaction; and (B2) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition TransactionRestricted Payment, at the time of (or on the basis of the financial statements for the most recently ended measurement period at the time of) (x) delivery the declaration of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment Restricted Payment or (y) the making of such prepaymentRestricted Payment (the applicable date pursuant to clause (1) or (2) above, 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 (such elected dateas applicable, the “LCA LCT Test Date”), and if, after giving such ratios and other provisions are measured on a Pro Forma Effect Basis after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of any Borrower, any other acquisition or similar Investment or Restricted Payment that has not been consummated but with respect to which such Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.8(a), as if they had occurred at the beginning of the most recently completed Test Period measurement period ending prior to the LCA LCT Test Date, Holdings such Borrower could have taken such action on the relevant LCA 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; 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 Holdings a Borrower has elected to apply clause (A)(x) or (B)(x) above in connection with any Limited Condition Transaction made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCA LCT Test Date are exceeded 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 not be deemed not to have been exceeded 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 such Borrower or any other 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 LCA 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 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.been

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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi) 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, any First Lien Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test test) and/or any cap expressed as a percentage of Consolidated Adjusted EBITDA or Pro Forma compliance test with the Financial CovenantsConsolidated Total Assets, (ii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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 (ziii) testing the accuracy of any cap expressed representations and warranties as a percentage condition to (A) the consummation of Consolidated EBITDA any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness and Liens and any other availability transaction in connection therewith), (B) the making of a “basket” any Restricted Payment (including the assumption or exceptionincurrence 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), in each case, then such compliance or testing on a Pro Forma basis the determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: , (A1) in the case of any Acquisition Transaction, acquisition or similar Investment (including the assumption or Dispositionincurrence of 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) either (x) the date execution of the definitive agreements for agreement with respect to such Limited Condition Transaction are entered into acquisition or Investment or (y) at the time of the consummation of the Limited Condition Transactionsuch acquisition or Investment, as applicable or (B2) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment Restricted Payment (including the incurrence of any Indebtedness constituting a Limited Condition Transactionand 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 Payment (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 prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Debt Payment, in each case, after giving effect effect, on a Pro Forma Basis, to (I) the relevant Acquisition Transactionacquisition, Investment, Disposition Restricted Payment, Restricted Debt Payment and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith any related Indebtedness (including any incurrence of Indebtedness and the intended use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior and Liens and (II) to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date extent definitive documents 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 shall be deemed to respect thereof have been complied with; provided 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 if financial statements for one or more subsequent fiscal quarters shall have become available, the Borrower may elect, has elected to treat 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 basketsaccordance with this clause (a). For the avoidance of doubt, if Holdings the Borrower has elected to apply the option set forth in clause (A)(xx) of any of the preceding clauses (1), (2) or (B)(x3) 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 LCA Test Date are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target respect of any Limited Condition Transactiontransaction, then the Borrower shall be permitted to consummate such transaction (and such related transactions) at or prior even if any applicable test ceases to be satisfied subsequent to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will not be deemed to have been exceeded as a result Borrower’s election of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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 consummatedoption.

Certain Calculations and Tests. (a) Notwithstanding anything in When calculating the availability under any basket or ratio under this Agreement or compliance with any Loan Document to the contrary, provision of this Agreement in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (x) 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, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with the Financial Covenants) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z) testing any cap expressed as a percentage of Consolidated EBITDA and any other availability of a “basket” or exception, in each case, then such compliance or testing on a Pro Forma basis may be determined, at the election of the Borrower: (A) in the case of any Acquisition Transaction, Investment or Disposition, at the time of either (x) the date the definitive agreements for such Limited Condition Transaction are entered into or (y) at the time of the consummation of the Limited Condition Transaction, as applicable or (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition Transaction, at the time of (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such 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 (such elected date, the “LCA Test Date”), and if, after giving Pro Forma 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) as if they had occurred , the incurrence or creation of Liens, repayments, Restricted Payments and Asset Dispositions), in each case, at the beginning option of the most recently completed Test Period ending prior Borrower (the Borrower’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the LCA absence of any continuing Default or Event of Default)) under this Agreement shall be deemed to be the date (the “LCT Test Date”) either (a) the definitive agreement for such 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 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (an “LCT Public Offer”) in respect of a target of a Limited Condition Transaction and, in each case, if, after giving pro forma effect to the Limited Condition Transaction 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) and any related pro forma adjustments, Holdings could or any of its Restricted Subsidiaries would have taken been permitted to take such action actions or consummate such transactions on the relevant LCA LCT Test Date in compliance with such ratiosratio, representationtest or basket (and any related requirements and conditions), warranty, absence of Default or Event of Default or “basket,” such ratio, representation, warranty, absence of Default test or Event of Default 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 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 re-determine redetermine 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 -176- #94164975v6 Exhibit 10.14 applicable LCA 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 Holdings the Borrower has elected to apply clause made an LCT Election, (A)(x1) or (B)(x) above in connection with any Limited Condition Transaction and (x) if any of the ratios ratios, tests or “baskets” baskets for which compliance was determined or tested as of the LCA LCT Test Date are would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio ratio, test or “basket” (, including due to fluctuations in 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 to have been exceeded or failed to have been complied with as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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.fluctuations;

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 (xi) 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, the Financial Maintenance Covenant, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with the Financial Covenants) test), (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (yii) 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 (ziii) testing any cap expressed as a percentage of Consolidated EBITDA and any other availability of a “basket” or exceptionexception set forth in Article VI, in each casecase in connection with a Specified Transaction or other transaction permitted hereunder, then undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of whether any such compliance or testing on a Pro Forma basis may be determinedaction is permitted hereunder, at the election of the Administrative Borrower (the Administrative Borrower: (A) ’s election to exercise such option in the case of connection with any Acquisition Limited Condition Transaction, Investment or Dispositionan “LCT Election”), at the time of either (x) will be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into or (y) at the time of the consummation of the Limited Condition Transaction, as applicable or (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition Transaction, at the time of (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such 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 (such elected date, the “LCA LCT Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCA LCT Test Date, Holdings the Administrative Borrower could have taken such action on the relevant LCA 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 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 Holdings the Administrative Borrower has elected to apply clause (A)(x) or (B)(x) above in connection with any Limited Condition Transaction made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCA LCT Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCA 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 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 consummated). 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 (Bx) solely in connection compliance with the calculation of any financial ratio or “basket” availability with respect to test (including, without limitation, the making of Restricted PaymentsFinancial Maintenance Covenant, any such ratio First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Interest Coverage Ratio test) and/or any cap expressed as a percentage of Consolidated EBITDA, (y) any representation and warranties, or any requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (z) any availability test under any “basketbaskets” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence made as of debt and the use applicable date of proceeds thereof (but without netting the cash proceeds thereof)) had not been consummatedconsummation of the Specified Transaction.

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, in connection with any action being taken in connection with be determined on a Limited Condition Transaction, for purposes of: Pro Forma Basis) (xi) 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, any Secured Net Leverage Ratio test, including any Total Net Leverage Ratio test test) and/or any Cash Interest Coverage Ratio test cap expressed as a percentage of Consolidated Adjusted EBITDA or Pro Forma compliance test with Consolidated Total Assets, (ii) the Financial Covenantsmaking or accuracy of any representation or warranty or (iii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) determining compliance with representations and warranties or the requirement regarding the absence of a any Default or Event of Default (or any type of Default or Event of Default); (z) testing any cap expressed as a percentage condition to (A) the consummation of Consolidated EBITDA and any other availability of transaction in connection with any acquisition or similar Investment that is not conditioned on obtaining third party financing (a “basket” or exceptionLimited Condition Acquisition”) and/or (B) the making of any Restricted Debt Payment requiring irrevocable advance notice thereof (or, in each case, then such compliance any assumption or testing on a Pro Forma basis incurrence of any Indebtedness in connection therewith, including any Incremental Facility), the determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: , (A1) in the case of any Acquisition Transaction, Investment or DispositionLimited 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 date execution of the definitive agreements agreement with respect to such acquisition or Investment or (y) the consummation of such Limited Condition Acquisition, 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, (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 Restricted Debt Payment, the calculation of such financial ratio shall be tested both (I) on a Pro Forma Basis for such Limited Condition Transaction are entered into or Acquisition and (yII) at the time of the consummation of the assuming such Limited Condition Transaction, as applicable or Acquisition is not consummated and (B2) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition Transactionsuch 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 prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Debt Payment, in each case, after giving effect to the relevant Limited Condition Acquisition Transaction, Investment, Disposition and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), Restricted Debt Payment on a Pro Forma Basis and if, after giving Pro Forma Effect pro forma 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) as if they had occurred at the beginning of the most recently completed recent Test Period ending prior to the LCA Test Dateapplicable test date, Holdings the Borrower could have taken such action on the relevant LCA Test Date test date in compliance with such ratiosfinancial ratio or basket, representation, warranty, absence of Default such financial ratio or Event of Default or “basket,” such ratio, representation, warranty, absence of Default or Event of Default 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 Holdings the Borrower has elected made an election pursuant to apply clause (A)(xthis Section 1.10(a) or (B)(x) above in connection with any Limited Condition Transaction and (x) if any of the ratios such ratios, baskets or “baskets” for which compliance was determined or tested as of the LCA Test Date amounts are exceeded subsequent to the 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction relevant transaction or action is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCA 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 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 consummatedtaken.

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, in connection with any action being taken in connection with be determined on a Limited Condition Transaction, for purposes of: Pro Forma Basis) (xi) 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 (includingincluding Section 6.14(a), without limitationany First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or or any Cash Interest Coverage Ratio test test) and/or any cap expressed as a percentage of Consolidated Adjusted EBITDA or Pro Forma compliance test with Consolidated Total Assets, (ii) the Financial Covenantsmaking or accuracy of any representation or warranty or (iii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) determining compliance with representations and warranties or the requirement regarding the absence of a any Default or Event of Default (or any type of Default or Event of Default); (z) testing any cap expressed as a percentage condition to (A) the consummation of Consolidated EBITDA and any other availability of transaction in connection with any acquisition or similar Investment that is not conditioned on obtaining third party financing (a “basket” or exceptionLimited Condition Acquisition”) and/or (B) the making of any Restricted Debt Payment requiring irrevocable advance notice thereof (or, in each case, then such compliance any assumption or testing on a Pro Forma basis incurrence of any Indebtedness in connection therewith, including any Incremental Facility), the determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: , (A1) in the case of any Acquisition Transaction, Investment or DispositionLimited 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 date execution of the definitive agreements agreement with respect to such acquisition or Investment or (y) the consummation of such Limited Condition Acquisition, 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, (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 Restricted Debt Payment, the calculation of such financial ratio shall be tested both (I) on a Pro Forma Basis for such Limited Condition Transaction are entered into or Acquisition and (yII) at the time of the consummation of the assuming such Limited Condition Transaction, as applicable or Acquisition is not consummated and (B2) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition Transactionsuch 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 prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Debt Payment, in each case, after giving effect to the relevant Limited Condition Acquisition Transaction, Investment, Disposition and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), Restricted Debt Payment on a Pro Forma Basis and if, after giving Pro Forma Effect pro forma 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) as if they had occurred at the beginning of the most recently completed recent Test Period ending prior to the LCA Test Dateapplicable test date, Holdings the Borrower could have taken such action on the relevant LCA Test Date test date in compliance with such ratiosfinancial ratio or basket, representation, warranty, absence of Default such financial ratio or Event of Default or “basket,” such ratio, representation, warranty, absence of Default or Event of Default 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 Holdings the Borrower has elected made an election pursuant to apply clause (A)(xthis Section 1.10(a) or (B)(x) above in connection with any Limited Condition Transaction and (x) if any of the ratios such ratios, baskets or “baskets” for which compliance was determined or tested as of the LCA Test Date amounts are exceeded subsequent to the 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction relevant transaction or action is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCA 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 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 consummatedtaken.

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 (xi) 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, any Secured Total Net Leverage Ratio testRatio, any Total Net Cash Leverage Ratio, or any Contract Asset Balance Coverage Ratio or any LTV Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with (including as required in the Financial Covenants) definition of “Permitted Acquisition”)), (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (yii) 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 (ziii) testing any cap expressed as a percentage of Consolidated EBITDA EBITDA, Consolidated Cash EBITDA, Liquidity or Consolidated Total Assets and any other availability of a “basket” or exceptionexception set forth in Article 6VI, in each casecase in connection with a Specified Transaction or other transaction permitted hereunder, then undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of whether any such compliance or testing on a Pro Forma basis may be determinedaction 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: Borrower (A) such election to exercise such option in the case of connection with any Acquisition Limited Condition Transaction, Investment or Dispositionan “LCT Election”), at the time of either will be deemed to be (x) the date the definitive agreements for such Limited Condition Transaction are entered into or (y) at in respect of sales in connection with an acquisition to which the time of the consummation of the Limited Condition Transaction, as applicable or United Kingdom City Code on Takeovers and Mergers applies (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment law or practice in other jurisdictions), the date on which a “Rule 2.7 announcement” of Indebtedness constituting a firm 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 a target of a Limited Condition Transaction, at the time of Transaction (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such 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 (such elected date, the “LCA LCT Test Date”), and if, after giving Pro Forma Effect pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Tests Period ending on or prior to the LCA LCT Test Date, Holdings the Borrower could have taken such action on the relevant LCA 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 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 Holdings the Borrower has elected to apply clause (A)(x) or (B)(x) above in connection with any Limited Condition Transaction made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCA LCT Test Date are exceeded 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 105 #97964454v4 #97964454v11 consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCA 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 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 (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 and or (By) solely in connection with the calculation respect of any ratio Restricted Payment or “basket” availability with respect to the making of any Restricted PaymentsDebt Payment, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis standalone basis without 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 not been consummated. 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, any Total Net Leverage Ratio, any Total Net Cash Leverage Ratio, any or Contract Asset Balance Coverage Ratio or any LTV Ratio test (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)) and/or any cap expressed as a percentage of Consolidated EBITDA, Consolidated Cash EBITDA, Liquidity or Consolidated Total Assets, (y) any representation and warranties, or any requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (z) any availability test under any “baskets” shall be made as of the applicable date of the consummation of the Specified Transaction or other transaction hereunder. 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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi) 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 limitationany First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, test or any Total Net Leverage Ratio test test) and/or any Cash Interest Coverage Ratio test cap expressed as a percentage of Consolidated Adjusted EBITDA or Pro Forma compliance test with the Financial CovenantsConsolidated Total Assets, (ii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); , (ziii) testing the making or accuracy of any cap representation and/or warranty or (iv) compliance with availability under any basket (including any basket expressed as a percentage of Consolidated Adjusted EBITDA and any other availability of a “basket” or exceptionConsolidated Total Assets), in each case, then such compliance a condition to (A) the consummation of any transaction in connection with any acquisition or testing on a Pro Forma basis 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 determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: , (A1) in the case of any Acquisition Transactionacquisition or similar Investment (including with respect to any Indebtedness contemplated, Investment assumed or Dispositionincurred 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 date execution of the definitive agreements for agreement with respect to such Limited Condition Transaction are entered into acquisition or Investment, (y) at in connection with an acquisition to which the time United Kingdom City Code or Takeover and Mergers (or any 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 target of an acquisition (or equivalent notice under comparable Requirements of Law) or (z) the consummation of the Limited Condition Transactionsuch acquisition or Investment, as applicable or (B2) in the case of any prepayment, redemption, repurchase, defeasance Restricted Payment (including with respect to any Indebtedness contemplated or similar repayment of Indebtedness constituting a Limited Condition Transactionincurred 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 (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 prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Debt Payment, in each case, after giving effect effect, on a Pro Forma Basis, to (I) the relevant Acquisition Transactionacquisition, Investment, Disposition Restricted Payment, Restricted Debt Payment and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith any related Indebtedness (including any incurrence of Indebtedness and the intended use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior and (II) to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date extent definitive documents 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 shall be deemed to respect thereof have been complied with; provided that if financial statements for one or more subsequent fiscal quarters shall have become availableexecuted, the Restricted Payment has been declared 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 other Subject Transaction that 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 Holdings has elected to apply treat in accordance with this 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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 thereofa)) 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.

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 (xi) 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, 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 and/or test, any Cash Interest Coverage Ratio test 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 Pro Forma compliance test with the Financial Covenants) (and for the avoidance of doubtindirectly, any Credit Extension under this Agreement) and/or any other financial ratio set forth in Section 2.20or test); , (yii) 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 (ziii) testing any cap expressed measured as a percentage of Consolidated EBITDA and or any other financial metric or by reference to the Available Equity Amount, or any other availability of a “basket” or exceptionexception set forth in this Agreement (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, then such compliance or testing on in connection with a Pro Forma basis may be determinedLimited 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 (A1) in the case of any Acquisition Transactionacquisition or other Investment, Investment Disposition, incurrence of Indebtedness or Dispositionany 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 date execution of the definitive acquisition agreements for or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such Limited Condition Transaction are entered into 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) at the time of the consummation of the Limited Condition Transactionsuch acquisition, as applicable Investment, Disposition, incurrence of Indebtedness or related transaction, (B2) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition TransactionRestricted 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 prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepaymentRestricted Debt Payment (the applicable date pursuant to clause (1), redemption(2) or (3) above, 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 (such elected dateas applicable, the “LCA LCT Test Date”), and if, after giving such ratios and other provisions are measured on a Pro Forma Effect Basis (disregarding for the purposes of such pro forma calculation any Borrowing 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 LCA LCT Test Date, Holdings the Lead Borrower could have taken such action on the relevant LCA 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; 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 Holdings the Lead Borrower has elected to apply clause (A)(x) or (B)(x) above in connection with any Limited Condition Transaction made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCA 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 not 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 and (y) provided, for the avoidance of doubt, that any Borrower or any other Group Member may rely upon any improvement in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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)availability) 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.and

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 (xi) 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, any Secured Total Net Leverage Ratio testRatio, any Total Net Cash Leverage Ratio, any Contract Asset Balance Coverage Ratio or any LTV Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with (including as required in the Financial Covenants) definition of “Permitted Acquisition”)), (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (yii) 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 (ziii) testing any cap expressed as a percentage of Consolidated EBITDA EBITDA, Consolidated Cash EBITDA, Liquidity or Consolidated Total Assets and any other availability of a “basket” or exceptionexception set forth in Article VI, in each casecase in connection with a Specified Transaction or other transaction permitted hereunder, then undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of whether any such compliance or testing on a Pro Forma basis may be determinedaction 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: Borrower (A) such election to exercise such option in the case of connection with any Acquisition Limited Condition Transaction, Investment or Dispositionan “LCT Election”), at the time of either will be deemed to be (x) the date the definitive agreements for such Limited Condition Transaction are entered into or (y) at in respect of sales in connection with an acquisition to which the time of the consummation of the Limited Condition Transaction, as applicable or United Kingdom City Code on Takeovers and Mergers applies (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment law or practice in other jurisdictions), the date on which a “Rule 2.7 announcement” of Indebtedness constituting a firm 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 a target of a Limited Condition Transaction, at the time of Transaction (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such 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 (such elected date, the “LCA LCT Test Date”), and if, after giving Pro Forma Effect pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Tests Period ending on or prior to the LCA LCT Test Date, Holdings the Borrower could have taken such action on the relevant LCA 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 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 Holdings has 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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.complied

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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi) 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 limitationSection 6.10(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, test or any Total Net Leverage Ratio test test) and/or any Cash Interest Coverage Ratio test cap expressed as a percentage of Consolidated Adjusted EBITDA or Pro Forma compliance test with the Financial CovenantsConsolidated Total Assets, (ii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); , (ziii) testing the making or accuracy of any representation and/or warranty or (iv) compliance with availability under any basket or cap (including any basket or cap expressed as a percentage of Consolidated Adjusted EBITDA and any other availability of a “basket” or exceptionConsolidated Total Assets), in each case, then such compliance a condition to (A) the consummation of any transaction in connection with any acquisition or testing on a Pro Forma basis 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 determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: , (A1) in the case of any Acquisition Transactionacquisition or similar Investment (including with respect to any Indebtedness contemplated, Investment assumed or Dispositionincurred 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 date execution of the definitive agreements for agreement with respect to such Limited Condition Transaction are entered into acquisition or Investment, (y) at in connection with an acquisition to which the time United Kingdom City Code or Takeover and Mergers (or any 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 target of an acquisition (or equivalent notice under comparable Requirements of Law) or (z) the consummation of the Limited Condition Transactionsuch acquisition or Investment, as applicable or (B2) in the case of any prepayment, redemption, repurchase, defeasance Restricted Payment (including with respect to any Indebtedness contemplated or similar repayment of Indebtedness constituting a Limited Condition Transactionincurred 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 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) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Debt Payment, in each case, after giving effect effect, on a Pro Forma Basis, to (I) the relevant Acquisition Transactionacquisition, Investment, Disposition Restricted Payment, Restricted Debt Payment and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith any related Indebtedness (including any incurrence of Indebtedness and the intended use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior and (II) to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date extent definitive documents 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 shall be deemed to respect thereof have been complied with; provided that if financial statements for one or more subsequent fiscal quarters shall have become availableexecuted, the Restricted Payment has been declared or 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 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 Holdings has elected to apply treat in accordance with this 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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 thereofa)) 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.

Certain Calculations and Tests. (a) Notwithstanding anything in When calculating the availability under any basket or ratio under this Agreement or compliance with any Loan Document to the contrary, provision of this Agreement in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (x) 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, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with the Financial Covenants) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z) testing any cap expressed as a percentage of Consolidated EBITDA and any other availability of a “basket” or exception, in each case, then such compliance or testing on a Pro Forma basis may be determined, at the election of the Borrower: (A) in the case of any Acquisition Transaction, Investment or Disposition, at the time of either (x) the date the definitive agreements for such Limited Condition Transaction are entered into or (y) at the time of the consummation of the Limited Condition Transaction, as applicable or (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition Transaction, at the time of (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such 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 (such elected date, the “LCA Test Date”), and if, after giving Pro Forma 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) as if they had occurred , the incurrence or creation of Liens, repayments, Restricted Payments and Asset Dispositions), in each case, at the beginning option of the most recently completed Test Period ending prior Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the LCA absence of any continuing Default or Event of Default)) under this Agreement shall be deemed to be the date (the “LCT Test Date”) either (a) the definitive agreement for such 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 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (an “LCT Public Offer”) in respect of a target of a Limited Condition Transaction and, in each case, if, after giving pro forma effect to the Limited Condition Transaction 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) and any related pro forma adjustments, Holdings could or any of its Restricted Subsidiaries would have taken been permitted to take such action actions or consummate such transactions on the relevant LCA LCT Test Date in compliance with such ratiosratio, representationtest or basket (and any related requirements and conditions), warranty, absence of Default or Event of Default or “basket,” such ratio, representation, warranty, absence of Default test or Event of Default 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 provided, that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Borrower Company may elect, in its sole discretion, to re-determine redetermine 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 LCT Test Date for purposes of such ratios, tests or baskets. For the avoidance of doubt, if Holdings has 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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.102 #95598837v24

Certain Calculations and Tests. (a) 1.5.1 Notwithstanding anything in this Agreement or any Loan Document to the contrary, contrary (except as expressly set forth in connection with any action being taken in connection with a Limited Condition Transactionthe first proviso of Section 2.1.7 and the last sentence of Section 6.2), for purposes of: of (xi) 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, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Interest Fixed Charge Coverage Ratio test or Pro Forma compliance test with the Financial Covenants) Ratio), (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (yii) 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 (ziii) testing any cap expressed as a percentage of Consolidated TTM EBITDA and any other availability of a “basket” or exceptionexception set forth in Section 10.2, in each casecase in connection with a Specified Transaction or other transaction permitted hereunder or Borrowing pursuant to Section 6.2, then undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of whether any such compliance or testing on a Pro Forma basis may be determinedaction is permitted hereunder, at the election of the Borrower: Borrower Agent (A) such election to exercise such option in the case of connection with any Acquisition Limited Condition Transaction, Investment or Dispositionan “LCT Election”), at the time of either will be deemed to be (x) the date the definitive agreements for such Limited Condition Transaction are entered into (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 the consummation of such Limited Condition Transaction) or (y) at the time date the irrevocable notice (which may be conditional) in respect of the consummation of the Limited Condition Transaction, as applicable or (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment other payment of Indebtedness constituting a Limited Condition TransactionDebt or Equity Interests is delivered (and if determined at such time, may be recalculated, at the time election of (x) delivery the Borrower Agent, as of irrevocable (which may be conditional) notice with respect any Test Period ending immediately prior to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repayment, in each case, after giving effect to other payment or at the relevant Acquisition Transaction, Investment, Disposition and/or time of the making of such prepayment, redemption, repurchase, defeasance or similar repayment other payment) (such elected date, the “LCA LCT Test Date”), and if, after giving Pro Forma Effect pro forma 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) as if they had occurred at the beginning of the most recently completed Test Tests Period ending on or prior to the LCA LCT Test Date, Holdings the Borrowers could have taken such action on the relevant LCA 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 any type of Default or Event of Default) 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 Holdings the Borrower Agent has elected to apply clause (A)(x) or (B)(x) above in connection with any Limited Condition Transaction made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCA LCT Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCA 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 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 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 and consummated. 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 (Bx) solely in connection compliance with the calculation of any financial ratio or “basket” availability with respect to the making of Restricted Paymentstest (including, without limitation, any such ratio Net Leverage Ratio test and/or Fixed Coverage Ratio Test) and/or any cap expressed as a percentage of TTM EBITDA, (y) any representation and warranties, or any requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (z) any availability test under any “basketbaskets” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence made as of debt and the use applicable date of proceeds thereof (but without netting the cash proceeds thereof)) had not been consummatedconsummation of the Specified Transaction.

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 (xi) 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, any Secured Total Net Leverage Ratio testRatio, any Total Net Cash Leverage Ratio, or any Contract Asset Balance Coverage Ratio or any LTV Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with (including as required in the Financial Covenants) definition of “Permitted Acquisition”)), (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (yii) 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 (ziii) testing any cap expressed as a percentage of Consolidated EBITDA EBITDA, Consolidated Cash EBITDA, Liquidity or Consolidated Total Assets and any other availability of a “basket” or exceptionexception set forth in Article 6VI, in each casecase in connection with a Specified Transaction or other transaction permitted hereunder, then undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of whether any such compliance or testing on a Pro Forma basis may be determinedaction 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: Borrower (A) such election to exercise such option in the case of connection with any Acquisition Limited Condition Transaction, Investment or Dispositionan “LCT Election”), at the time of either will be deemed to be (x) the date the definitive agreements for such Limited Condition Transaction are entered into or (y) at in respect of sales in connection with an acquisition to which the time of the consummation of the Limited Condition Transaction, as applicable or United Kingdom City Code on Takeovers and Mergers applies (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment law or practice in other jurisdictions), the date on which a “Rule 2.7 announcement” of Indebtedness constituting a firm 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 a target of a Limited Condition Transaction, at the time of Transaction (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such 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 (such elected date, the “LCA LCT Test Date”), and if, after giving Pro Forma Effect pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Tests Period ending on or prior to the LCA LCT Test Date, Holdings the Borrower could have taken such action on the relevant LCA 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 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 Holdings the Borrower has elected to apply clause (A)(x) or (B)(x) above in connection with any Limited Condition Transaction made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCA LCT Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCA 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 for such Limited Condition Transaction is terminated or expires without 104 #97964454v4 #97964454v11 consummation of such Limited Condition Transaction, (A) 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 and or (By) solely in connection with the calculation respect of any ratio Restricted Payment or “basket” availability with respect to the making of any Restricted PaymentsDebt Payment, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis standalone basis without 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 not been consummated. 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, any Total Net Leverage Ratio, any Total Net Cash Leverage Ratio, any or Contract Asset Balance Coverage Ratio or any LTV Ratio test (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)) and/or any cap expressed as a percentage of Consolidated EBITDA, Consolidated Cash EBITDA, Liquidity or Consolidated Total Assets, (y) any representation and warranties, or any requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (z) any availability test under any “baskets” shall be made as of the applicable date of the consummation of the Specified Transaction or other transaction hereunder. SECTION 1.09.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein, with respect to any intended acquisition, Investment (other than Investments in this Agreement the Lead Borrower or any Loan Document to the contraryRestricted Subsidiary), Restricted Payment and/or Restricted Debt Payment (each, taken together with any related actions and transactions (including, in connection with the case of any action being taken in connection with Indebtedness (including any Incremental Facilities), the incurrence, repayment and other intended uses of proceeds), a “Limited Condition Transaction”), for purposes to the extent that the terms of this Agreement require (isatisfaction of: , or compliance with, any condition, test or requirement, in order to effect, incur or consummate such Limited Condition Transaction (xincluding (w) 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, any Senior SecuredSection 2.22, any First Lien Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or test, any Cash Interest Fixed Charge Coverage Ratio test or Pro Forma compliance test with the Financial Covenants) (and for the avoidance of doubtor, any financial ratio set forth in Section 2.20Net Interest Coverage Ratio, any Payment Conditions test) and/or the amount of Consolidated Adjusted EBITDA or any cap expressed as a percentage of Consolidated Total Assets or (ii) the(including any component definitions of the foregoing); ), (x) the making or accuracy of any representations and warranties, (y) 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) as a condition to (A) the consummation of any 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 determination of whether the relevant condition is satisfied may be madeand/or (z) testing any cap expressed as a percentage of Consolidated EBITDA and any other availability of a “basket” condition, test or exception, in each case, then such compliance or testing on a Pro Forma basis may be determinedrequirement), at the election of the Borrower: Lead Borrower (Aa “LCT Election”), (1) in the case of any Acquisition Transaction, acquisition or similar Investment or Dispositionrelated incurrence or assumption of Indebtedness, 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 date execution of the definitive agreements for agreement with respect to such Limited Condition Transaction are entered into acquisition or Investment or incurrence or assumption of Indebtedness or (y) at the time of the consummation of the Limited Condition Transactionsuch acquisition or Investment, as applicable or incurrence or assumption of Indebtedness, (B2) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition TransactionRestricted 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 prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepaymentRestricted Debt Payment (the applicable date pursuant to clause (1), redemption(2) or (3), repurchaseas applicable, defeasance or similar repaymentthe “LCT Test Date”), in each case, after giving effect to the relevant Acquisition Transactionacquisition, InvestmentIndebtedness, Disposition Restricted Payment and/or prepaymentRestricted Debt Payment on a Pro Forma Basis. If thethe date of determination of whether any relevant conditions, redemptiontests and requirements are satisfied or complied with shall be made on, repurchase, defeasance or similar repayment (such elected dateand shall be deemed to be, the date (the “LCA 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 iftransactions) pursuant to this Section 1.10. If the Lead Borrower has made aan LCT Election for any Limited Condition Transaction, after giving Pro Forma Effect to 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 or Liens, or the making of Restricted Payments or Restricted Debt Payments or the 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 the use satisfied for all purposes of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCA Test Datesuch Limited Condition Transaction, Holdings could have taken such action on the relevant 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 all applicable transactions and actions will permitted and no Default or Event of Default shall be deemed to exist or to have been complied withoccurred or resulted from such change in status or Limited Condition Transaction; provided provided, that (A) if financial statements for one or more subsequent fiscal quarters shall have become availableavailable subsequent to the LCT Test Date, the Lead Borrower may elect, in its sole discretion, to re-determine all such ratiosfinancial ratios or tests, tests baskets, conditions, requirements or baskets provisions on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCA LCT Test Date for purposes of such ratios, tests or baskets. For , and (B) except as contemplated in the avoidance of doubt, if Holdings has elected to apply foregoing clause (A)(x) A), compliance with such financial ratios or (B)(x) above in connection with tests, baskets, conditions, requirements or provisions shall not be determined or tested at any time for purposes of such Limited Condition Transaction and (x) any of after the ratios or “baskets” for which compliance was determined or tested as of applicable LCT Test Date. If the LCA Test Date are exceeded 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 TransactionLead Borrower has made an LCT Election, such “baskets” or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder 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 LCA 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 similar event) for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, (A) 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 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.

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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi)(i) 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 7.10, any Secured Net First Lien Leverage Ratio test, any Total Net Secured Leverage Ratio test and/or any Cash Interest Coverage Leverage Ratio test test) and/or any cap expressed as a percentage of Consolidated EBITDA or Pro Forma compliance test with the Financial Covenants(ii)(ii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z) testing any cap expressed as a percentage condition to (A)(A) the consummation of Consolidated EBITDA and any other availability transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of a “basket” or exceptionIndebtedness), in each case(B)(B) the making of any Restricted Payment and/or (C)(C) the making of any Restricted Prepayment, then such compliance or testing on a Pro Forma basis the determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: , (A1)(1) in the case of any Acquisition Transaction, Investment acquisition or Dispositionsimilar Investment, at the time of either (x) the date execution of the definitive agreements for agreement with respect to such Limited Condition Transaction are entered into acquisition or Investment or (y) at the time of the consummation of the Limited Condition Transactionsuch acquisition or ​ Investment, as applicable or (B2)(2) in the case of any prepaymentRestricted Payment, redemptionat the time of (x) the declaration of such Restricted Payment (provided, repurchasethat such Restricted Payment is made within 60 days after the date of declaration thereof), defeasance or similar repayment (y) the making of Indebtedness constituting a Limited Condition Transactionsuch Restricted Payment and (3)(3) in the case of any Restricted Prepayment, 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 prepayment, redemption, repurchase, defeasance or similar repayment Restricted Prepayment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Prepayment, in each case, after giving effect to the relevant Acquisition Transactionacquisition, Investment, Disposition Restricted Payment and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCA Test Date, Holdings could have taken such action on the relevant 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 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 Holdings has 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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 Restricted 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 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 consummatedBasis.

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 (xi) 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 hereof, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with the Financial Covenants) Ratio). (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (yii) 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 (ziii) testing any cap expressed as a percentage of Consolidated EBITDA and any other availability of a “basket” or exceptionexception set forth in Article VI, in each casecase in connection with a Specified Transaction or other transaction permitted hereunder, then undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of whether any such compliance or testing on a Pro Forma basis may be determinedaction is permitted hereunder, at the irrevocable election of the Borrower (the Borrower: (A) ’s irrevocable election to exercise such option in the case of connection with any Acquisition TransactionLimited Condition Acquisition, Investment or Dispositionan “LCA Election”), at the time of either (x) will be deemed to be the date the definitive agreements for such Limited Condition Transaction Acquisition are entered into or (y) at the time of the consummation of the Limited Condition Transaction, as applicable or (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition Transaction, at the time of (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such 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 (such elected date, the “LCA Test Date”), and if, after giving Pro Forma 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) as if they had occurred at the beginning of the most recently completed Test Tests Period ending prior to the LCA Test Date, Holdings the Borrowers could have taken such action on the relevant 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 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 Holdings the Borrower has elected to apply clause (A)(x) or (B)(x) above in connection with any Limited Condition Transaction made an LCA Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCA Test Date are exceeded exceed as a result of fluctuations in any such ratio or “basket” (including due to fluctuations 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction Acquisition is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 for such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition TransactionAcquisition, (A) 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 and consummated. For the further avoidance of doubt, in the absence of an LCA Election, unless specifically stated in this Agreement to be otherwise, all determinations of (Bx) solely in connection compliance with the calculation of any financial ratio or “basket” availability with respect to the making of Restricted Paymentstest (including, without limitation, Section 6.10, any such ratio First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Interest Coverage Ratio test) and/or any cap expressed as a percentage of Consolidated EBITDA, (y) any representation and warranties , or any requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (z) any availability test under any “basketbaskets” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence made as of debt and the use applicable date of proceeds thereof (but without netting the cash proceeds thereof)) had not been consummatedconsummation of the Specified Transaction.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein, with respect to any intended acquisition, Investment (other than Investments in this Agreement the Lead Borrower or any Loan Document to the contraryRestricted Subsidiary), Restricted Payment and/or Restricted Debt Payment (each, taken together with any related actions and transactions (including, in connection with the case of any action being taken in connection with Indebtedness (including any Incremental Facilities), the incurrence, repayment and other intended uses of proceeds), a “Limited Condition Transaction”), for purposes to the extent that the terms of this Agreement require satisfaction of: , or compliance with, any condition, test or requirement, in order to effect, incur or consummate such Limited Condition Transaction (xincluding (w) 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 2.22, any First Lien Leverage Ratio, any Secured Net Leverage Ratio testRatio, any Total Leverage Ratio, any Fixed Charge Coverage Ratio, any Net Leverage Ratio Interest Coverage Ratio, any Payment Conditions test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets (including any Cash Interest Coverage Ratio test component definitions of the foregoing)), (x) the making or Pro Forma compliance test with the Financial Covenants) (accuracy of any representations and for the avoidance of doubtwarranties, any financial ratio set forth in Section 2.20); (y) 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); ) and/or (z) testing any cap expressed as a percentage of Consolidated EBITDA and any other availability of a “basket” condition, test or exception, in each case, then such compliance or testing on a Pro Forma basis may be determinedrequirement), at the election of the Borrower: Lead Borrower (A) in the case of any Acquisition Transactiona “LCT Election”), Investment or Disposition, at the time of either (x) 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, 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 (yincluding any related actions and transactions) at pursuant to this Section 1.10. If the time Lead Borrower has made an LCT Election for any Limited Condition Transaction 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 LCT Test Date and the taking of the relevant actions or consummation of the relevant transactions such that any applicable 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 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 such Limited Condition Transaction, as all applicable or (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition Transaction, at the time of (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such 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 (such elected date, the “LCA Test Date”), transactions and if, after giving Pro Forma Effect to the Limited Condition Transaction actions will permitted and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCA Test Date, Holdings could have taken such action on the relevant 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 no Default or Event of Default shall be deemed to exist or to have been complied withoccurred or resulted from such change in status or Limited Condition Transaction; provided provided, that (A) if financial statements for one or more subsequent fiscal quarters shall have become availableavailable subsequent to the LCT Test Date, the Lead Borrower may elect, in its sole discretion, to re-determine all such ratiosfinancial ratios or tests, tests baskets, conditions, requirements or baskets provisions on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCA LCT Test Date for purposes of such ratios, tests or baskets. For , and (B) except as contemplated in the avoidance of doubt, if Holdings has elected to apply foregoing clause (A)(x) A), compliance with such financial ratios or (B)(x) above in connection with tests, baskets, conditions, requirements or provisions shall not be determined or tested at any time for purposes of such Limited Condition Transaction and (x) any of after the ratios or “baskets” for which compliance was determined or tested as of applicable LCT Test Date. If the LCA Test Date are exceeded 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 TransactionLead Borrower has made an LCT Election, such “baskets” or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder 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 LCA 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 similar event) for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, (A) 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 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.

Certain Calculations and Tests. (a) Notwithstanding anything in When calculating the availability under any basket or ratio under this Agreement or compliance with any Loan Document to the contrary, provision of this Agreement in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (x) 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, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with the Financial Covenants) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z) testing any cap expressed as a percentage of Consolidated EBITDA and any other availability of a “basket” or exception, in each case, then such compliance or testing on a Pro Forma basis may be determined, at the election of the Borrower: (A) in the case of any Acquisition Transaction, Investment or Disposition, at the time of either (x) the date the definitive agreements for such Limited Condition Transaction are entered into or (y) at the time of the consummation of the Limited Condition Transaction, as applicable or (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition Transaction, at the time of (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such 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 (such elected date, the “LCA Test Date”), and if, after giving Pro Forma 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) as if they had occurred , the incurrence or creation of Liens, repayments, Restricted Payments and Asset Dispositions), in each case, at the beginning option of the most recently completed Test Period ending prior Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the LCA absence of any continuing Default or Event of Default)) under this Agreement shall be deemed to be the date (the “LCT Test Date”) either (a) the definitive agreement for such Limited Condition Transaction is entered into (or, Holdings could 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 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (an “LCT Public Offer”) in respect of a target of a Limited Condition Transaction and, in each case, if, after giving pro forma effect to the Limited Condition Transaction 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) and any related pro forma adjustments, Holdingsthe Company or any of its Restricted Subsidiaries would have taken been permitted to take such action actions or consummate such transactions on the relevant LCA LCT Test Date in compliance with such ratiosratio, representationtest or basket (and any related requirements and conditions), warranty, absence of Default or Event of Default or “basket,” such ratio, representation, warranty, absence of Default test or Event of Default 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 provided, that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Borrower Company may elect, in its sole discretion, to re-determine redetermine 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 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 Holdings the Company has elected to apply clause made an LCT Election, (A)(x1) or (B)(x) above in connection with any Limited Condition Transaction and (x) if any of the ratios ratios, tests or “baskets” baskets for which compliance was determined or tested as of the LCA LCT Test Date are would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio ratio, test or “basket” (, including due to fluctuations in 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 and other provisions will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations solely fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for purposes which compliance or satisfaction was determined or tested as of determining whether the Limited Condition Transaction is permitted hereunder LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of an Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing); and (y3) 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 LCA 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 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, (A) 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 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 consummatedTransaction.

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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi) 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 limitationSection 6.15(a), any Fixed Charge Coverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or test, any Cash Payment Condition and any Interest Coverage Ratio test test) and/or any cap expressed as a percentage of Consolidated Adjusted EBITDA or Pro Forma compliance test with the Financial CovenantsConsolidated Total Assets and/or Specified Excess Availability and/or (ii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z) testing any cap expressed as a percentage condition to (A) the consummation of Consolidated EBITDA and any other availability transaction in connection with any acquisition or similar investment (including the assumption or incurrence of a “basket” or exceptionIndebtedness), in each case(B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment, then such compliance or testing on a Pro Forma basis the determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: Borrower Representative, (A1) in the case of any Acquisition Transaction, Investment acquisition or Dispositionsimilar investment (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 date execution of the definitive agreements for agreement with respect to such Limited Condition Transaction are entered into acquisition or Investment or (y) at the time of the consummation of the Limited Condition Transactionsuch acquisition or Investment, as applicable or (B2) in the case of any prepayment, redemption, repurchase, defeasance Restricted Payment (including with respect to any Indebtedness contemplated or similar repayment of Indebtedness constituting a Limited Condition Transactionincurred 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 (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 prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Debt Payment, in each case, after giving effect effect, on a Pro Forma Basis, to (I) the relevant Acquisition Transactionacquisition, Investment, Disposition Restricted Payment, Restricted Debt Payment and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith any related Indebtedness (including any incurrence of Indebtedness and the intended use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior and (II) to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date extent definitive documents 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 shall be deemed to respect thereof have been complied with; provided executed or 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 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 Representative has elected to be the applicable LCA Test Date determined as set forth in this clause (a); it being understood, for purposes of such ratios, tests or baskets. For the avoidance of doubt, if Holdings has 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations that solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection calculating compliance with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCA Test Date and prior to the earlier of (i) Section 6.15(a), the date on which such Limited Condition Transaction is consummated or (ii) of the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, (A) any such ratio or “basket” availability required calculation shall be calculated on a Pro Forma Basis assuming such Limited Condition the last day of the Test Period, and no Subject 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 occurring thereafter 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 thereoftaken into account)) had not been consummated.

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, in connection with any action being taken in connection with be determined on a Limited Condition Transaction, for purposes of: Pro Forma Basis) (xi) 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 (includingincluding Section 6.14(a), without limitationany First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, test or any Total Net Leverage Ratio test test) and/or any Cash Interest Coverage Ratio test cap expressed as a percentage of Consolidated Adjusted EBITDA or Pro Forma compliance test with Consolidated Total Assets, (ii) the Financial Covenantsmaking or accuracy of any representation or warranty or (iii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) determining compliance with representations and warranties or the requirement regarding the absence of a any Default or Event of Default (or any type of Default or Event of Default); (z) testing any cap expressed as a percentage condition to (A) the consummation of Consolidated EBITDA and any other availability of transaction in connection with any acquisition or similar Investment that is not conditioned on obtaining third party financing (a “basket” or exceptionLimited Condition Acquisition”) and/or (B) the making of any Restricted Debt Payment requiring irrevocable advance notice thereof (or, in each case, then such compliance any assumption or testing on a Pro Forma basis incurrence of any Indebtedness in connection therewith, including any Incremental Facility), the determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: , (A1) in the case of any Acquisition Transaction, Investment or DispositionLimited 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 date execution of the definitive agreements agreement with respect to such acquisition or Investment or (y) the consummation of such Limited Condition Acquisition, provided, that, 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 Restricted Debt Payment, the calculation of such financial ratio shall be tested both on a Pro Forma Basis for such Limited Condition Transaction are entered into or (y) at the time of the consummation of the Acquisition and assuming such Limited Condition Transaction, as applicable or Acquisition is not consummated and (B2) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition Transactionsuch 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 prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Debt Payment, in each case, after giving effect to the relevant Limited Condition Acquisition Transaction, Investment, Disposition and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), Restricted Debt Payment on a Pro Forma Basis and if, after giving Pro Forma Effect pro forma 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) as if they had occurred at the beginning of the most recently completed recent Test Period ending prior to the LCA Test Dateapplicable test date, Holdings the Borrower could have taken such action on the relevant LCA Test Date test date in compliance with such ratiosfinancial ratio or basket, representation, warranty, absence of Default such financial ratio or Event of Default or “basket,” such ratio, representation, warranty, absence of Default or Event of Default basket shall be deemed to have been complied with; provided provided, further, that if financial statements for one or more subsequent fiscal quarters any transaction described in clauses (A) and (B) above shall have become availableno 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 Borrower may electdate the definitive documentation with regards to such Limited Condition Acquisition is executed and (y) in the case of clause (B) above, in its sole discretion, to re-determine all such ratios, tests or baskets on the basis date of delivery 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 basketsirrevocable notice. For the avoidance of doubt, if Holdings the Borrower has elected made an election pursuant to apply clause (A)(xthis Section 1.10(a) or (B)(x) above in connection with any Limited Condition Transaction and (x) if any of the ratios such ratios, baskets or “baskets” for which compliance was determined or tested as of the LCA Test Date amounts are exceeded subsequent to the 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction relevant transaction or action is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCA 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 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 consummatedtaken.

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 (xi) 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, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Secured Net Leverage Ratio test and/or any Cash Interest Fixed Charge Coverage Ratio test or Pro Forma compliance test with the Financial Covenants) test). (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (yii) 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 (ziii) testing any cap expressed as a percentage of Consolidated EBITDA and any other availability of a “basket” or exceptionexception set forth in Article VI, in each casecase in connection with a Specified Transaction or other transaction permitted hereunder, then undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of whether any such compliance or testing on a Pro Forma basis may be determinedaction is permitted hereunder, at the election of the Borrower: Holdings (A) Holdings’ election to exercise such option in the case of connection with any Acquisition Limited Condition Transaction, Investment or Dispositionan “LCA Election”), at the time of either (x) will be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into or (y) at the time of the consummation of the Limited Condition Transaction, as applicable or (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition Transaction, at the time of (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such 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 (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCA Test Date, Holdings could have taken such action on the relevant 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 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 Holdings has elected to apply clause (A)(x) or (B)(x) above in connection with any Limited Condition Transaction made an LCA Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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. For the further avoidance of doubt, in the absence of an LCA Election, unless specifically stated in this Agreement to be otherwise, all determinations of (x) compliance with any financial ratio or test (including, without limitation, any First Lien Net Leverage Ratio test, any Total Net Leverage Ratio test, any Secured Net Leverage Ratio test and/or any Fixed Charge Coverage Ratio test) and/or any cap expressed as a percentage of Consolidated EBITDA, (y) any representation and warranties, or any requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (z) any availability test under any “baskets” shall be made as of the applicable date of the consummation of the Specified Transaction.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: of (xi) 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, any Secured Total Net Leverage Ratio testRatio, any Total Net Cash Leverage Ratio, any Contract Asset Balance Coverage Ratio or any LTV Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with (including as required in the Financial Covenants) definition of “Permitted Acquisition”)), (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (yii) 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 (ziii) testing any cap expressed as a percentage of Consolidated EBITDA EBITDA, Consolidated Cash EBITDA, Liquidity or Consolidated Total Assets and any other availability of a “basket” or exceptionexception set forth in Article VI, in each casecase in connection with a Specified Transaction or other transaction permitted hereunder, then undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of whether any such compliance or testing on a Pro Forma basis may be determinedaction 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: Borrower (A) such election to exercise such option in the case of connection with any Acquisition Limited Condition Transaction, Investment or Dispositionan “LCT Election”), at the time of either will be deemed to be (x) the date the definitive agreements for such Limited Condition Transaction are entered into or (y) at the time in respect of the consummation of the Limited Condition Transaction, as applicable or (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition Transaction, at the time of (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such 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 (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCA Test Date, Holdings could have taken such action on the relevant 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 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 Holdings has elected to apply clause (A)(x) or (B)(x) above sales in connection with any Limited Condition Transaction an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (x) any of the ratios or “baskets” for which compliance was determined similar law or tested as of the LCA Test Date are exceeded as a result of fluctuations practice 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 Transactionother jurisdictions), such “baskets” or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated a “Rule 2.7 announcement” of a firm intends to make an offer or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated similar announcement 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 determination 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 another jurisdiction subject to laws similar 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.United

Certain Calculations and Tests. (ad) Notwithstanding anything in this Agreement or any Loan Credit Document to the contrary, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: of (xi) determining compliance with any provision in this Agreement or any Loan Credit 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, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with the Financial Covenants) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (yii) 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 (ziii) testing any cap expressed as a percentage of Consolidated EBITDA and cap, financial metric or any other availability of a “basket” or exceptionexception set forth in this Agreement, in each case, then such compliance or testing on in connection with a Pro Forma basis may be determinedLimited Condition Transaction, the date of determination, at the election of the any Borrower (such Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be: (A1) in the case of any Acquisition Transactionacquisition or other Investment, Investment or Dispositionin each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended measurement period at the time of) either (x) the date execution of the definitive acquisition agreements for or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such Limited Condition Transaction are entered into acquisition, Investment or related transaction or (y) at the time of the consummation of the Limited Condition Transaction, as applicable such acquisition or Investment or related transaction; and (B2) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition TransactionRestricted Payment, at the time of (or on the basis of the financial statements for the most recently ended measurement period at the time of) (x) delivery the declaration of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment Restricted Payment or (y) the making of such prepaymentRestricted Payment (the applicable date pursuant to clause (1) or (2) above, 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 (such elected dateas applicable, the “LCA LCT Test Date”), and if, after giving such ratios and other provisions are measured on a Pro Forma Effect Basis after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of any Borrower, any other acquisition or similar Investment or Restricted Payment that has not been consummated but with respect to which such Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.8(a), as if they had occurred at the beginning of the most recently completed Test Period measurement period ending prior to the LCA LCT Test Date, Holdings such Borrower could have taken such action on the relevant LCA 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; 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 Holdings a Borrower has elected to apply clause (A)(x) or (B)(x) above in connection with any Limited Condition Transaction made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCA LCT Test Date are exceeded 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 not be deemed not to have been exceeded 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 such Borrower or any other 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 LCA 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 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 (Bconsummated. The provisions of this Section 1.8(a) solely shall, for the avoidance of doubt, apply in connection with respect of the calculation incurrence of any ratio or “basket” availability with respect to Incremental Revolving Loans. For the avoidance of doubt, the making of Restricted Payments, an LCT Election shall not require notice to the Administrative Agent or 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 consummatedPerson.

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 (including, without limitation, Revolving Loans and, to the contraryextent established or incurred under the Free and Clear Incremental Amount, Incremental Facilities and Incremental Equivalent Debt) that does not require compliance with a Financial Incurrence Test hereunder (any such amounts or transactions, including for the avoidance of doubt, any grower component based on Consolidated EBITDA, Fixed Charges or Consolidated Total Assets, the “Fixed Baskets”), in connection each case, substantially concurrently with any action being taken amounts incurred or transactions entered into (or consummated) (any such amounts or transactions, the “Incurrence-Based Amounts”) in connection with reliance on a Limited Condition Transaction, for purposes of: (x) determining provision of this Agreement that requires 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, pro forma compliance with Section 6.10 hereof, any First Lien Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with the Financial Covenantstest) (any such financial ratio or test, a “Financial Incurrence Test”), it is understood and for agreed that the avoidance Fixed Baskets shall be disregarded in the calculation of doubtany Financial Incurrence Test applicable to Incurrence-Based Amounts in connection with such substantially concurrent incurrence; provided that, notwithstanding anything else provided herein, any financial ratio set forth in Section 2.20); provision of this Agreement that is expressly limited by a fixed-dollar limitation (y) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or including any type of Default or Event of Default); (z) testing any cap expressed as grower component based on a percentage of Consolidated EBITDA 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 any other availability 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” or exceptionhereunder. Notwithstanding anything to the contrary in this Section 1.05, in each case, then such compliance or testing on a Pro Forma basis may be determined, at the election of the Borrower: (A) in the case cash proceeds of any Acquisition Transaction, Investment or Disposition, at the time of either (x) the date the definitive agreements for such Limited Condition Transaction are entered into or (y) at the time of the consummation of the Limited Condition Transaction, as applicable or (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition Transaction, at the time of (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such 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 (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any simultaneous incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCA Test Date, Holdings could have taken such action on the relevant 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 shall be deemed to have been complied with; provided that if financial statements for one or more subsequent fiscal quarters shall have become available, disregarded in calculating the Borrower may elect, in its sole discretion, to re-determine all such ratios, tests or baskets on the basis amount of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCA Test Date Available Cash for purposes of such ratios, tests or basketsdetermining whether Indebtedness is permitted to be incurred. For the avoidance of doubt, if Holdings has 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 LCA Test Date are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target incurrence of any Limited Condition TransactionIndebtedness under(b) at or prior to Section 2.20, the consummation definitions of the relevant Limited Condition TransactionRequired Lenders, such “baskets” or ratios Required Revolving Lenders and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, (A) any such ratio or “basket” availability Required Term Loan Lenders shall be calculated on a Pro Forma Basis assuming 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 Limited Condition Transaction and other transactions in connection therewith basis (including any i) will not become operative until substantially contemporaneously with the incurrence of debt and the use of proceeds thereof such Indebtedness, (but without netting the cash proceeds thereof)ii) had been consummated is not required in order to avoid a covenant Default and (Biii) solely in connection with does not affect the calculation rights or duties under this Agreement of Lenders holding Loans or Commitments of any ratio then outstanding Class but not the Lenders in respect of such Indebtedness to be incurred. Any reference herein or “basket” availability with respect in any other Loan Document to the making ranking of Restricted Payments, any such ratio or “basket” availability Liens shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence be(c) determined without regard to control of debt and the use of proceeds thereof (but without netting the cash proceeds thereof)) had not been consummated.remedies. - 66-

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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi) 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 7.10, any Secured Net First Lien Leverage Ratio test, any Total Net Senior Secured Leverage Ratio test and/or any Cash Interest Coverage Leverage Ratio test test) and/or any cap expressed as a percentage of Consolidated EBITDA or Pro Forma compliance test with the Financial Covenants(ii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z) testing any cap expressed as a percentage condition to (A) the consummation of Consolidated EBITDA and any other availability transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of a “basket” or exceptionIndebtedness), in each case(B) the making of any Restricted Payment and/or (C) the making of any Restricted Prepayment, then such compliance or testing on a Pro Forma basis the determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: , (A1) in the case of any Acquisition Transaction, Investment acquisition or Dispositionsimilar Investment, at the time of either (x) the date execution of the definitive agreements for 32 agreement with respect to such Limited Condition Transaction are entered into acquisition or Investment or (y) at the time of the consummation of the Limited Condition Transactionsuch acquisition or Investment, as applicable or (B2) in the case of any prepaymentRestricted Payment, redemptionat 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), repurchase, defeasance or similar repayment (y) the making of Indebtedness constituting a Limited Condition Transactionsuch Restricted Payment and (3) in the case of any Restricted Prepayment, 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 prepayment, redemption, repurchase, defeasance or similar repayment Restricted Prepayment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Prepayment, in each case, after giving effect to the relevant Acquisition Transactionacquisition, InvestmentRestricted Payment and/or Restricted Prepayment on a Pro Forma Basis. (b)For purposes of determining the permissibility of any action, Disposition change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 7.10, any First Lien Leverage Ratio test, any Senior Secured Leverage Ratio test, any Leverage Ratio test and/or prepayment, redemption, repurchase, defeasance the amount of Consolidated EBITDA or similar repayment (such elected date, the “LCA Test Date”Total Consolidated Assets), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to such financial ratio or test shall be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred calculated on a pro forma basis at the beginning of the most recently completed Test Period ending prior to the LCA Test Date, Holdings could have taken time such action on is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the relevant LCA Test Date in compliance with such ratioscase may be, representation, warranty, absence of Default or Event of Default or “basket,” such ratio, representation, warranty, absence of and no Default or Event of Default 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 Holdings has 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 LCA Test Date are exceeded occurred solely as a result of fluctuations a change in any such financial ratio or “basket” (including due to fluctuations of test occurring after the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transactiontime such action is taken, such “baskets” or ratios and other provisions will not be deemed to have been exceeded as a result of change is made, such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction transaction is consummated or (ii) such event occurs, as the date that the definitive agreement 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 consummatedcase 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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi) 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 6.15(a) hereof, any First Lien Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test test) and/or any cap expressed as a percentage of Consolidated Adjusted EBITDA or Pro Forma compliance test with the Financial CovenantsConsolidated Total Assets or (ii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z) testing any cap expressed as a percentage condition to (A) the consummation of Consolidated EBITDA and any other availability transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of a “basket” or exceptionIndebtedness), in each case(B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment, then such compliance or testing on a Pro Forma basis the determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: , (A1) in the case of any Acquisition Transaction, acquisition or similar Investment (including with respect to any Indebtedness contemplated or Dispositionincurred 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) solely with respect to any Limited Conditionality Acquisition, the date execution of the definitive agreements for agreement with respect to such Limited Condition Transaction are entered into acquisition or Investment or (y) at the time of the consummation of the Limited Condition Transactionsuch acquisition or Investment, as applicable or (B2) in the case of any prepayment, redemption, repurchase, defeasance Restricted Payment (including with respect to any Indebtedness contemplated or similar repayment of Indebtedness constituting a Limited Condition Transactionincurred 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 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) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Debt Payment, in each case, after giving effect effect, on a Pro forma Basis, to (I) the relevant Acquisition Transactionacquisition, Investment, Disposition Restricted Payment, Restricted Debt Payment and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith any related Indebtedness (including any incurrence of Indebtedness and the intended use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior and (II) to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date extent definitive documents 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 shall be deemed to respect thereof have been complied with; provided 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) 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 Holdings has elected to apply treat in accordance with this 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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 thereofa)) 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.

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, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: require (xi) 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 6.15(a) hereof, any First Lien Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test test) and/or any cap expressed as a percentage of Consolidated Adjusted EBITDA or Pro Forma compliance test with the Financial CovenantsConsolidated Total Assets or (ii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z) testing any cap expressed as a percentage condition to (A) the consummation of Consolidated EBITDA and any other availability transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of a “basket” or exceptionIndebtedness), in each case(B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment, then such compliance or testing on a Pro Forma basis the determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: , (A1) in the case of any Acquisition Transaction, acquisition or similar Investment (including with respect to any Indebtedness contemplated or Dispositionincurred 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) solely with respect to any Limited Conditionality Acquisition, the date execution of the definitive agreements for agreement with respect to such Limited Condition Transaction are entered into acquisition or Investment or (y) at the time of the consummation of the Limited Condition Transactionsuch acquisition or Investment, as applicable or (B2) in the case of any prepayment, redemption, repurchase, defeasance Restricted Payment (including with respect to any Indebtedness contemplated or similar repayment of Indebtedness constituting a Limited Condition Transactionincurred 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 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) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Debt Payment, in each case, after giving effect effect, on a Pro Forma Basis, to (I) the relevant Acquisition Transactionacquisition, Investment, Disposition Restricted Payment, Restricted Debt Payment and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith any related Indebtedness (including any incurrence of Indebtedness and the intended use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior and (II) to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date extent definitive documents 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 shall be deemed to respect thereof have been complied with; provided 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) 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 Holdings has elected to apply treat in accordance with this 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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 thereofa)) 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.

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 (including, without limitation, Revolving Loans and, to the contraryextent established or incurred under the Free and Clear Incremental Amount, Incremental Facilities and Incremental Equivalent Debt) that does not require compliance with a Financial Incurrence Test hereunder (any such amounts or transactions, including for the avoidance of doubt, any grower component based on Consolidated EBITDA, Fixed Charges or Consolidated Total Assets, the “Fixed Baskets”), in connection each case, substantially concurrently with any action being taken amounts incurred or transactions entered into (or consummated) (any such amounts or transactions, the “Incurrence-Based Amounts”) in connection with reliance on a Limited Condition Transaction, for purposes of: (x) determining provision of this Agreement that requires 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, pro forma compliance with Section 6.10 hereof, any First Lien Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with the Financial Covenantstest) (any such financial ratio or test, a “Financial Incurrence Test”), it is understood and for agreed that the avoidance Fixed Baskets shall be disregarded in the calculation of doubtany Financial Incurrence Test applicable to Incurrence-Based Amounts in connection with such substantially concurrent incurrence; provided that, notwithstanding anything else provided herein, any financial ratio set forth in Section 2.20); provision of this Agreement that is expressly limited by a fixed-dollar limitation (y) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or including any type of Default or Event of Default); (z) testing any cap expressed as grower component based on a percentage of Consolidated EBITDA 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 any other availability 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” or exceptionhereunder. Notwithstanding anything to the contrary in this Section 1.05, in each case, then such compliance or testing on a Pro Forma basis may be determined, at the election of the Borrower: (A) in the case cash proceeds of any Acquisition Transaction, Investment or Disposition, at the time of either (x) the date the definitive agreements for such Limited Condition Transaction are entered into or (y) at the time of the consummation of the Limited Condition Transaction, as applicable or (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition Transaction, at the time of (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such 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 (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any simultaneous incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCA Test Date, Holdings could have taken such action on the relevant 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 shall be deemed to have been complied with; provided that if financial statements for one or more subsequent fiscal quarters shall have become available, disregarded in calculating the Borrower may elect, in its sole discretion, to re-determine all such ratios, tests or baskets on the basis amount 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 Holdings has 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 LCA Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely Available Cash for purposes of determining whether the Limited Condition Transaction Indebtedness is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant 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 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 consummatedincurred.

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 (xi) 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, any Secured Total Net Leverage Ratio testRatio, any Total Net Cash Leverage Ratio, any Contract Asset Balance Coverage Ratio or any LTV Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with (including as required in the Financial Covenants) definition of “Permitted Acquisition”)), (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (yii) 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 (ziii) testing any cap expressed as a percentage of Consolidated EBITDA EBITDA, Consolidated Cash EBITDA, Liquidity or Consolidated Total Assets and any other availability of a “basket” or exceptionexception set forth in Article VI, in each casecase in connection with a Specified Transaction or other transaction permitted hereunder, then undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of whether any such compliance or testing on a Pro Forma basis may be determinedaction 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: Borrower (A) such election to exercise such option in the case of connection with any Acquisition Limited Condition Transaction, Investment or Dispositionan “LCT Election”), at the time of either will be deemed to be (x) the date the definitive agreements for such Limited Condition Transaction are entered into or (y) at in respect of sales in connection with an acquisition to which the time of the consummation of the Limited Condition Transaction, as applicable or United Kingdom City Code on Takeovers and Mergers applies (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment law or practice in other jurisdictions), the date on which a “Rule 2.7 announcement” of Indebtedness constituting a firm 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 a target of a Limited Condition Transaction, at the time of Transaction (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such 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 (such elected date, the “LCA LCT Test Date”), and if, after giving Pro Forma Effect pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed Test Tests Period ending on or prior to the LCA LCT Test Date, Holdings the Borrower could have taken such action on the relevant LCA 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 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 Holdings the Borrower has elected to apply clause (A)(x) or (B)(x) above in connection with any Limited Condition Transaction made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCA LCT Test Date are exceeded 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCA 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 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.86 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 require (w) compliance with any financial ratio or test (including Section 8.1 hereof, any Consolidated Interest Coverage Ratio test, any Consolidated Net Leverage Ratio test, any Consolidated Senior Secured Net Leverage Ratio test, the amount of Consolidated EBITDA or any Loan Document to the contrary, cap expressed as a percentage of Consolidated EBITDA) in connection with the incurrence of Indebtedness, the creation of Liens, the making of any action being taken Disposition, the making of an Investment, the making of a Restricted Payment or the payment of any Junior Debt, (x) the absence of a Default or Event of Default, (y) compliance with any provision of this Agreement which requires compliance with any representation or warranties set forth herein or (z) the satisfaction of all other conditions precedent to the incurrence of Indebtedness, the creation of Liens, the making of any Disposition, the making of an Investment, the making of a Restricted Payment or the payment of any Junior Debt, in each case, in connection with a Limited Condition Transaction, for purposes of: (x) determining compliance with any provision in this Agreement or any Loan Document (other than the Financial Covenants (other than any financial date of determination of such ratio or test that requires Pro Forma compliance with the Financial Covenants)) that requires the calculation other provisions, absence of any financial ratio or test (including, without limitation, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with the Financial Covenants) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z) testing , determination of compliance with any cap expressed as a percentage representations or warranties or the satisfaction of Consolidated EBITDA and any other availability of a “basket” or exception, in each case, then such compliance or testing on a Pro Forma basis may be determinedconditions shall, at the election option of the Borrower (the Borrower: (A) ’s election to exercise such option in the case of connection with any Acquisition Limited Condition Transaction, Investment or Dispositionan “LCT Election,”), at the time of either (x) be deemed to be the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction are entered into or (y) at the time of the consummation of the Limited Condition Transaction, as applicable or (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting “LCT Test Date”). If on a Limited Condition Transaction, at the time of (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repayment, in each case, pro forma basis after giving effect to the relevant Acquisition Transaction, Investment, Disposition and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness therewith, calculating such ratios and the use of proceeds thereof) other 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 LCA LCT Test DateDate for which financial statements have been (or are required to be) delivered pursuant to Section 7.1, Holdings the Borrower could have taken such action on the relevant LCA LCT Test Date in compliance with the applicable ratios or other provisions, such ratios, representation, warranty, absence of Default or Event of Default or “basket,” such ratio, representation, warranty, absence of Default or Event of Default provisions shall be deemed to have been complied with; provided that if financial statements for one or more subsequent fiscal quarters , unless an Event of Default pursuant to Section 9(a), or, solely with respect to the Borrower, Section 9(f) shall have become available, the Borrower may elect, in its sole discretion, to re-determine all such ratios, tests or baskets be continuing on the basis of date 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 basketsLimited Condition Transaction is consummated. For the avoidance of doubt, if Holdings has elected to apply clause (A)(xi) or (B)(x) above in connection with any Limited Condition Transaction and (x) if, following the LCT Test Date, any of the such ratios or “baskets” for which compliance was determined or tested as of the LCA Test Date other provisions are exceeded 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 to have been exceeded or failed to have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (yii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction, unless, other than if an Event of Default pursuant to Section 9(a), or, solely with respect to the Borrower, Section 9(f), shall be continuing on such date, the Borrower 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 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 LCA 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 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, (A) 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 consummated and on the LCT Test Date. Notwithstanding anything herein to the contrary, the terms of this Section 1.3(a) shall not apply to the conditions set forth in Section 6.2 with respect to any extension of credit under the Revolving Facility (B) solely in connection with the calculation of any ratio or “basket” availability other than 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 thereofany Incremental Revolving Commitments)) had not been consummated.

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, in connection with any action being taken in connection with be determined on a Limited Condition Transaction, for purposes of: Pro Forma Basis) (xi) 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 limitationincluding any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or or any Cash Interest Coverage Ratio test test) and/or any cap expressed as a percentage of Consolidated Adjusted EBITDA or Pro Forma compliance test with Consolidated Total Assets, (ii) the Financial Covenantsmaking or accuracy of any representation or warranty or (iii) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) determining compliance with representations and warranties or the requirement regarding the absence of a any Default or Event of Default (or any type of Default or Event of Default); (z) testing any cap expressed as a percentage condition to (A) the consummation of Consolidated EBITDA and any other availability of transaction in connection with any acquisition or similar Investment that is not conditioned on obtaining third party financing (a “basket” or exceptionLimited Condition Acquisition”) and/or (B) the making of any Restricted Debt Payment requiring irrevocable advance notice thereof (or, in each case, then such compliance any assumption or testing on a Pro Forma basis incurrence of any Indebtedness in connection therewith, including any Incremental Facility), the determination of whether the relevant condition is satisfied may be determinedmade, at the election of the Borrower: , (A1) in the case of any Acquisition Transaction, Investment or DispositionLimited 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 date execution of the definitive agreements agreement with respect to such acquisition or Investment or (y) the consummation of such Limited Condition Acquisition, 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, (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 Restricted Debt Payment, the calculation of such financial ratio shall be tested both (I) on a Pro Forma Basis for such Limited Condition Transaction are entered into or Acquisition and (yII) at the time of the consummation of the assuming such Limited Condition Transaction, as applicable or Acquisition is not consummated and (B2) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition Transactionsuch 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 prepayment, redemption, repurchase, defeasance or similar repayment Restricted Debt Payment or (y) the making of such prepayment, redemption, repurchase, defeasance or similar repaymentRestricted Debt Payment, in each case, after giving effect to the relevant Limited Condition Acquisition Transaction, Investment, Disposition and/or prepayment, redemption, repurchase, defeasance or similar repayment (such elected date, the “LCA Test Date”), Restricted Debt Payment on a Pro Forma Basis and if, after giving Pro Forma Effect pro forma 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) as if they had occurred at the beginning of the most recently completed recent Test Period ending prior to the LCA Test Dateapplicable test date, Holdings the Borrower could have taken such action on the relevant LCA Test Date test date in compliance with such ratiosfinancial ratio or basket, representation, warranty, absence of Default such financial ratio or Event of Default or “basket,” such ratio, representation, warranty, absence of Default or Event of Default 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 Holdings the Borrower has elected made an election pursuant to apply clause (A)(xthis Section 1.10(a) or (B)(x) above in connection with any Limited Condition Transaction and (x) if any of the ratios such ratios, baskets or “baskets” for which compliance was determined or tested as of the LCA Test Date amounts are exceeded subsequent to the 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 to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction relevant transaction or action is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCA 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 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 consummatedtaken.

Certain Calculations and Tests. (a) Notwithstanding anything in When calculating the availability under any basket or ratio under this Agreement or compliance with any Loan Document to the contrary, provision of this Agreement in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (x) 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, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Cash Interest Coverage Ratio test or Pro Forma compliance test with the Financial Covenants) (and for the avoidance of doubt, any financial ratio set forth in Section 2.20); (y) 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); (z) testing any cap expressed as a percentage of Consolidated EBITDA and any other availability of a “basket” or exception, in each case, then such compliance or testing on a Pro Forma basis may be determined, at the election of the Borrower: (A) in the case of any Acquisition Transaction, Investment or Disposition, at the time of either (x) the date the definitive agreements for such Limited Condition Transaction are entered into or (y) at the time of the consummation of the Limited Condition Transaction, as applicable or (B) in the case of any prepayment, redemption, repurchase, defeasance or similar repayment of Indebtedness constituting a Limited Condition Transaction, at the time of (x) delivery of irrevocable (which may be conditional) notice with respect to such prepayment, redemption, repurchase, defeasance or similar repayment or (y) the making of such 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 (such elected date, the “LCA Test Date”), and if, after giving Pro Forma Effect to the Limited -96- #96501157v12 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) as if they had occurred , the incurrence or creation of Liens, repayments, Restricted Payments and Asset Dispositions), in each case, at the beginning option of the most recently completed Test Period ending prior Borrower (the Borrower’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the LCA absence of any continuing Default or Event of Default)) under this Agreement shall be deemed to be the date (the “LCT Test Date”) either (a) the definitive agreement for such 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 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (an “LCT Public Offer”) in respect of a target of a Limited Condition Transaction and, in each case, if, after giving pro forma effect to the Limited Condition Transaction 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) and any related pro forma adjustments, Holdings could or any of its Restricted Subsidiaries would have taken been permitted to take such action actions or consummate such transactions on the relevant LCA LCT Test Date in compliance with such ratiosratio, representationtest or basket (and any related requirements and conditions), warranty, absence of Default or Event of Default or “basket,” such ratio, representation, warranty, absence of Default test or Event of Default 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 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 re-determine redetermine 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 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 Holdings the Borrower has elected to apply clause made an LCT Election, (A)(x1) or (B)(x) above in connection with any Limited Condition Transaction and (x) if any of the ratios ratios, tests or “baskets” baskets for which compliance was determined or tested as of the LCA LCT Test Date are would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio ratio, test or “basket” (, including due to fluctuations in 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 to have been exceeded or failed to have been complied with as a result of such fluctuations solely fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for purposes which compliance or satisfaction was determined or tested as of determining whether the Limited Condition Transaction is permitted hereunder LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of an Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing); and (y3) 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 LCA 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 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, (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.-97- #96501157v12