Common use of Limited Condition Acquisition Clause in Contracts

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes In the event that the Borrower notifies the Administrative Agent in writing that any proposed Acquisition is a Limited Condition Acquisition and that the Borrower wishes to test the conditions to such Acquisition and the availability of the Indebtedness incurred in connection with such Acquisition in accordance with this Section, then the following provisions shall apply: (ia) determining compliance with any ratio condition to such Acquisition or test such Indebtedness that requires that no Default or Event of Default shall have occurred and be continuing at the time of such Acquisition or the incurrence of such Indebtedness (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available AmountSection 3.2 hereof), shall be satisfied if (i) no Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Acquisition and (ii) determining compliance with representationsno Event of Default under any of Sections 8.1(b), warranties, defaults 8.1(g) or events 8.1(h) shall have occurred and be continuing both before and after giving effect to such Acquisition and any Indebtedness incurred in connection therewith (including such additional Indebtedness); (b) any condition to such Acquisition or such Indebtedness that the representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of default such Acquisition or (iii) testing availability under the baskets incurrence of such Indebtedness (including, without limitation, baskets measured Section 3.2 hereof) shall be subject to customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including, without limitation, a condition that the representations and warranties under the relevant agreements relating to such Limited Condition Acquisition as are material to the lenders providing such Indebtedness shall be true and correct, but only to the extent that the Borrower or its applicable Subsidiary has the right to terminate its obligations under such agreement as a percentage result of total assetsa breach of such representations and warranties or the failure of those representations and warranties to be true and correct), so long as all representations and warranties in this Agreement and the other Loan Documents are true and correct at the time of execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Acquisition; (c) any financial ratio test or condition to such Acquisition or the incurrence of such Indebtedness, may upon the written election of the Borrower delivered to the Administrative Agent prior to the execution of the definitive agreement for such Acquisition, be tested either (i) upon the execution of the definitive agreement with respect to such Limited Condition Acquisition or (ii) upon the consummation of the Limited Condition Acquisition and related incurrence of Indebtedness, in each case, in connection with a after giving effect to the relevant Limited Condition Acquisition permitted and related incurrence of Indebtedness, on a pro forma basis; provided that the failure to deliver a notice under this Agreement, at the option of the Borrower (the Borrower’s election Section 1.10(c) prior to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination execution of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements agreement for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect deemed an election to such Limited Condition Acquisition and test the other transactions to be entered into in connection therewith applicable financial ratio under subclause (including any incurrence ii) of Debt and the use of proceeds thereofthis Section 1.10(c); and (d) as if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If the Borrower has made an election with respect to any Limited Condition Acquisition to test a LCA Electionfinancial ratio test or condition at the time specified in clause (c)(i) of this Section, then in connection with any subsequent calculation of any ratio, test ratio or basket during the period commencing on or following the relevant LCA Test Date and prior date of execution of the definitive agreement with respect to such Limited Condition Acquisition until the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition AcquisitionAcquisition (such period, the “LCA Period”), any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming during such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time LCA Period as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.follows:

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, When calculating the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)any basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionIssuers, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements agreement(s) for such Limited Condition Acquisition are is entered into (the “LCA Test Date”), and, compliance with into. Any such ratio, test ratio or basket shall be determined calculated on a pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio, after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Debt Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) as if they occurred had been consummated at the beginning of the most recent Test Period ending applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition; provided that if the Issuers elect to make such determination as of the date of such definitive agreement(s), then (x) if any of such ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such ratio or basket subsequent to such date of determination and at or prior to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with any subsequent calculation consummation of any ratio, test or basket on or following the relevant LCA Test Date Limited Condition Acquisition, such ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted under this Indenture and prior to (y) such ratios or baskets shall not be tested at the earlier time of (i) the date on which consummation of such Limited Condition Acquisition is consummated or (ii) related transactions; provided, further, that if the Issuers elect to have such determinations occur as of the date that of such definitive agreement(s), any such transactions (including any incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) shall be deemed to have occurred as of the date of the definitive agreement agreement(s) and shall be deemed outstanding thereafter for purposes of calculating any ratios or baskets under this Indenture after the date of such Limited Condition Acquisition expires or is terminated without definitive agreement(s) and before the consummation of such Limited Condition Acquisition, any unless such ratio, test definitive agreement(s) is terminated or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and or incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock or such other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have transaction to which pro forma effect is being given does not been consummatedoccur.

Limited Condition Acquisition. For purposes Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) determining compliance with any financial ratio or test (including, without limitation, the including any Total Net Leverage Ratio and the amount available under the Available Amount), test) or (ii) determining compliance with representationsthe absence of a Default or Event of Default (or any type of Default or Event of Default), warrantiesin each case as a condition to the consummation of any Limited Condition Acquisition or incurrence of Indebtedness in connection therewith (including an Incremental Term Loan), defaults the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or events on the basis of default the financial statements as of the last day of the most recently ended fiscal quarter) either (x) the execution of the applicable Limited Condition Acquisition Agreement (such an election under this clause (x), an “LCA Election”) or (iiiy) testing availability under the baskets (including, without limitation, baskets measured as a percentage consummation of total assets)the Limited Condition Acquisition and related incurrence of Indebtedness, in each case, in connection with a after giving effect to the relevant Limited Condition Acquisition permitted under this Agreementand related incurrence of Indebtedness, at on a Pro Forma Basis; provided that notwithstanding the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”)foregoing, the date absence of determination an Event of whether any such action is permitted hereunder Default under Section 7.1(a) and (f) shall be deemed a condition to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect to consummation of any such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as Indebtedness; provided further that if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test event or basket on or following transaction (a “Subsequent Transaction”) occurring after the relevant date of determination with respect to such LCA Test Date and prior to Election but before the earlier consummation or termination of (i) the date on which such Limited Condition Acquisition is consummated in connection with which a financial ratio or (ii) the date that the definitive agreement test must be made on a Pro Forma Basis after giving effect to such Subsequent Transaction, for purposes of determining whether such Limited Condition Acquisition expires financial ratio or is terminated without the consummation of such Limited Condition Acquisitiontest has been complied with under this Agreement, any such ratio, financial ratio or test or basket shall be required to be calculated satisfied on a Pro Forma Basis both (1A) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2B) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes Solely for the purpose of (i) determining compliance with any ratio or test (including, without limitation, measuring the Total Net Leverage Ratio relevant ratios and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitationfor the avoidance of doubt, baskets any basket measured as a percentage of total assetsLTM EBITDA or Consolidated Total Assets and, for the avoidance of doubt including with respect to the incurrence of any Indebtedness (including any Incremental Loans), Liens, the making of any Acquisitions or other Investments, Restricted Payments, prepayments of Indebtedness or asset sales, in each case, in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition) or (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of Default, at the option of the Borrower (the Borrower’s election to exercise such option in each case, in connection with any a Limited Condition Acquisition, a “if the Borrower makes an LCA Election”), the date Applicable Date of determination of Determination in determining whether any such action Limited Condition Acquisition is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning as of the most recent Test Period Applicable Date of Determination, ending prior to the LCA Test DateDate on a Pro Forma Basis, the Borrower could have taken such action on the relevant LCA Test Date in compliance with any such ratio or basket (other than for the purposes of calculating actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 6.11), such ratio or basket shall be deemed to have been complied with. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated and tested on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions pro forma events in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired been terminated. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or been terminated and baskets for which compliance was determined or tested as of LCA Test Date (2including with respect to the incurrence of any Indebtedness) assuming are not satisfied as a result of fluctuations in any such ratio or basket (including due to fluctuations in Consolidated EBITDA calculated on a Pro Forma Basis, including the target of any Limited Condition Acquisition and other transactions in connection therewith (including Acquisition) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been unsatisfied as a result of such fluctuations; however, if any incurrence ratios or baskets improve as a result of Debt and the use of proceeds thereof) have not been consummatedsuch fluctuations, such improved ratios or baskets may be utilized.

Limited Condition Acquisition. For purposes In connection with determining whether any Limited Condition Acquisition is permitted hereunder, for which determination requires the calculation of (i) determining compliance with any financial ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amountother than any calculation of Excess Availability), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as each calculated on a percentage of total assets), in each case, in connection with a Limited Condition Acquisition permitted under this AgreementPro Forma Basis, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements agreement for such Limited Condition Acquisition are is entered into (the “LCA LCT Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to the Limited Condition Acquisition, such Limited Condition Acquisition would have been permitted on the relevant LCT Test Date in compliance with such provision. For the avoidance of doubt, if the Company has made an LCT Election and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) such provisions as if they occurred at the beginning of the most recent LCT Test Period ending Date would have failed to have been satisfied as a result of fluctuations in the applicable financial ratio, at or prior to the LCA Test Dateconsummation of the relevant transaction or action, such provisions will not be deemed to have failed to have been satisfied as a result of such fluctuations. If the Borrower Company has made a LCA Electionan LCT Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test event or basket on or following transaction occurring after the relevant LCA LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Acquisition is terminated, expires or is terminated passes, as applicable, without the consummation of such Limited Condition AcquisitionAcquisition (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving pro forma effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis satisfied both (1i) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have has not been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2ii) on a Pro Forma Basis assuming such Limited Condition Acquisition and any other transactions pro forma events in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes Notwithstanding anything to the contrary in this Agreement, if the proceeds of any Incremental Term Facility are being used to finance a Limited Condition Acquisition, and the Borrower has obtained commitments of Lenders to fund such Incremental Term Facility (“Incremental Financing Commitments”), then (a) the conditions set forth in Section 2.16(b), clauses (i)(B)(1) and (i)(B)(2) of Section 2.16(f), Section 4.02(a), Section 4.02(b), and clause (a) in the definition of “Permitted Acquisition” shall be limited as follows, if and to the extent such Lenders so agree in their Incremental Financing Commitments: (i) determining compliance with any ratio or test the conditions set forth in Section 2.16(d) and Section 4.02(a) shall be limited such that the only representations and warranties the accuracy of which shall be a condition to the availability of such Incremental Term Facility shall be (includingA) the Specified Representations, without limitation, the Total Net Leverage Ratio and the amount available (B) such representations and warranties under the Available Amount)definitive agreement governing such Limited Condition Acquisition (the “Limited Condition Acquisition Agreement”) as entitle the Borrower (or the applicable Subsidiary) to terminate its obligations under such Limited Condition Acquisition Agreement or decline to consummate such Limited Condition Acquisition, if such representations and warranties fail to be true and correct, and (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assetsreference in Section 2.16(b), Section 4.02(b) and clause (a) in each casethe definition of “Permitted Acquisition” to no Default or no Event of Default, as applicable, means (A) no Default or no Event of Default, as applicable, shall have occurred and be continuing at the time of the execution of the Limited Condition Acquisition Agreement, and (B) no Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) shall have occurred and be continuing at the time of the funding of such Incremental Term Facility in connection with a the consummation of such Limited Condition Acquisition permitted under this AgreementAcquisition, and (b) for purposes of determining whether the conditions set forth in Section 2.16(l) or clause (f) in the definition of “Permitted Acquisition” have been satisfied in connection with such Limited Condition Acquisition, at the Borrower’s option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder condition has been satisfied shall be deemed to be the date the definitive agreements for agreement governing such Limited Condition Acquisition are entered into is executed (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect to such for the Limited Condition Acquisition and the other transactions to be entered into funding of such Incremental Term Facility in connection therewith (including any incurrence with the consummation of Debt and such Limited Condition Acquisition, the use of proceeds thereof) as if they occurred at Borrower or the beginning of applicable Subsidiary would have satisfied such condition on the most recent Test Period ending prior to the relevant LCA Test Date, such condition shall be deemed to have been satisfied. If the Borrower has made a LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test or basket on or availability with respect to any Specified Transaction (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) and the date that the definitive agreement for governing such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be calculated and tested both on (x) a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and the other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto applicable Limited Condition Acquisition Agreement has expired or been terminated or expires without consummation of such Limited Condition Acquisition, and (2y) assuming a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith (including therewith. It is understood and agreed that this Section 1.10 shall not limit the conditions set forth in Section 4.02 or in the definition of “Permitted Acquisition” with respect to any incurrence proposed Borrowing of Debt and the use Revolving Loans or Swing Line Loans or any issuance of proceeds thereof) have not been consummatedLetters of Credit, in each case, in connection with such Limited Condition Acquisition or otherwise.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in In connection with a determining whether any Limited Condition Acquisition is permitted under this Agreementhereunder, for which determination requires the calculation of any financial ratio or test, each calculated on a Pro Forma Basis, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements agreement for such Limited Condition Acquisition are is entered into (the “LCA LCT Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to the Limited Condition Acquisition, such Limited Condition Acquisition would have been permitted on the relevant LCT Test Date in compliance with such provision. For the avoidance of doubt, if the Company has made an LCT Election and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) such provisions as if they occurred at the beginning of the most recent LCT Test Period ending Date would have failed to have been satisfied as a result of fluctuations in the applicable financial ratio, at or prior to the LCA Test Dateconsummation of the relevant transaction or action, such provisions will not be deemed to have failed to have been satisfied as a result of such fluctuations. If the Borrower Company has made a LCA Electionan LCT Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test event or basket on or following transaction occurring after the relevant LCA LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Acquisition is terminated, expires or is terminated passes, as applicable, without the consummation of such Limited Condition AcquisitionAcquisition (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving pro forma effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis satisfied both (1i) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have has not been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2ii) on a Pro Forma Basis assuming such Limited Condition Acquisition and any other transactions pro forma events in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes Notwithstanding anything in this Agreement or any Loan Document to the contrary (including in connection with any calculation made on a pro forma basis), when calculating (x) any applicable ratio or test, (y) the amount or availability (including any cap) of the Cumulative Credit or any other basket based on Consolidated EBITDA, Consolidated Total Assets or Consolidated Tangible Net Worth, or (iz) determining other compliance with any ratio or test this Agreement (including, without limitation, including the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining determination of compliance with representationsrepresentations and warranties or with any provision of this Agreement which requires that no Default or Event of Default has occurred, warranties, defaults is continuing or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assetswould result therefrom), in each case, in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such ratio, test, availability (including any cap) or any other basket based on Consolidated EBITDA, Consolidated Total Assets or Consolidated Tangible Net Worth, and determination of compliance with representations and warranties or whether any Default or Event of Default has occurred, is continuing or would result therefrom or compliance with any other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be (A) the date on which (or on the basis of the financial statements for the most recently ended Reference Period at the time of) the definitive agreements for such Limited Condition Acquisition are entered into (including, for the avoidance of doubt, the date of the Kosmos Acquisition Agreement) or (B) the date on which such Limited Condition Acquisition is consummated (the “LCA Test Date”), ) and, compliance with in each case, if, after such ratioratios, test tests, availability (including any cap) or any other basket shall be determined or other provisions are measured on a pro forma basis after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions Specified Transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test applicable Reference Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios, tests, availability (including any caps) and/or any other basket or other provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower elects to use the LCA Test Date as the applicable date of determination in accordance with the foregoing, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) from the LCA Test Date to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test test, availability (including any cap), basket or basket other provision, or determining other compliance with this Agreement with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or Transaction is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test test, availability (including any cap) or basket or provision shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with any ratio provision of this Agreement that requires the calculation of the Fixed Charge Coverage Ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount)Ratio, (ii) determining compliance with representations, warranties, defaults representations and warranties or events the occurrence of default any Default or Event of Default (other than as a condition to the making of any Advance or the issuance of any Letter of Credit) or (iii) testing availability under the baskets set forth herein (including, without limitation, including baskets measured as a percentage of total assetsEBITDA), in each case, in connection with a Permitted Acquisition or another Permitted Investment by one or more of Parent and its Restricted Subsidiaries, in each case the consummation of which is not conditioned on the availability of, or on obtaining, third-party financing (any such acquisition, a “Limited Condition Acquisition permitted under this AgreementAcquisition”), at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action Limited Condition Acquisition is permitted hereunder shall be deemed to be the date that the definitive agreements agreement for such Limited Condition Acquisition are is entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Calculation Period ending prior to the LCA Test Date, Parent or its applicable Restricted Subsidiary could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with for such Limited Condition Acquisition. If For the avoidance of doubt, if Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date (including with respect to the incurrence of any Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If Borrower has made an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket (other than for purposes of calculating compliance with (x) the financial covenant set forth in Section 7 or (y) the Payment Conditions) on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming consummated; provided, that such Limited Condition Acquisition shall be actually consummated within 180 days or the relevant “drop-dead date” (as extended), if shorter, of the relevant LCA Test Date. 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 that does not require compliance with a financial ratio or test (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and other transactions agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedwith such substantially concurrent incurrence.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, When calculating the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)any basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such basket or ratio and of any Default or Event of Default shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionCompany, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with and such ratio, test baskets or basket ratios shall be determined calculated on a pro forma basis after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereoftherefrom) as if they occurred at the beginning of the most recent Test Period ending prior applicable reference period for purposes of determining the ability to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with consummate any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the Company or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is consummated permitted under this Indenture and (y) such baskets or (ii) ratios shall not be tested at the date that the definitive agreement for time of consummation of such Limited Condition Acquisition expires or is terminated without related transactions; provided that if the Company elects to have such determinations occur at the time of entry into such definitive agreement, then any such transactions (including any incurrence of Indebtedness and the use of proceeds therefrom) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the applicable leverage ratios, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of (i) determining compliance with any ratio provision of this Agreement which requires that no Default or test (includingEvent of Default has occurred, without limitation, is continuing or would result therefrom or requiring the Total Net Leverage Ratio accuracy of representations and the amount available under the Available Amount), (iiwarranties) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”)) and if, and, compliance with after such ratio, test ratios and other provisions are measured or basket shall be determined on a Pro Forma Basis after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions Specified Transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with on such date. For the avoidance of doubt, (x) if any of such ratios or baskets are exceeded as a result of fluctuations in Consolidated EBITDA or total assets (including due to fluctuations in Consolidated EBITDA of the Borrower or the target of any Limited Condition Acquisition (other than as a result of any incurrence, disposition or Restricted Payment) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios, baskets and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be (x) calculated (and tested) on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2y) also calculated (and tested) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have not been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made and the test set forth in the immediately preceding clause (x)) Consolidated EBITDA, assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, When calculating the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)any basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether such basket or ratio and of any such action is permitted hereunder shall be deemed to Default or Event of Default may, at the option of Parent, be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance and such baskets or ratios shall be calculated with such ratio, test or basket shall be determined pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending prior applicable period for purposes of determining the ability to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with consummate any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of Parent or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is consummated permitted under this Indenture and (y) such baskets or (ii) ratios shall not be tested at the date that the definitive agreement for time of consummation of such Limited Condition Acquisition expires or is terminated without related transactions; provided, however, that (a) if any ratios improve or baskets increase as a result of such fluctuations, such improved ratios or baskets may be utilized and (b) if Parent elects to have such determinations occur at the time of entry into such definitive agreement, any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming unless and until such Limited Condition Acquisition and other transactions has been abandoned, as determined in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedgood faith by Parent.

Limited Condition Acquisition. For purposes of (i) determining compliance with In the event that the Company notifies the Administrative Agent in writing that any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with proposed Acquisition is a Limited Condition Acquisition permitted under this Agreement, at and that the option of Company wishes to test the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect conditions to such Limited Condition Acquisition and the availability of the Indebtedness incurred in connection with such Limited Condition Acquisition in accordance with this Section, then, notwithstanding anything to the contrary herein or in any other transactions Loan Document, the following provisions shall apply: (a) any condition to such Limited Condition Acquisition or such Indebtedness that requires that no Default or Event of Default shall have occurred and be continuing at the time of such Acquisition or the incurrence of such Indebtedness, shall be satisfied if (i) no Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition and (ii) no Specified Event of Default shall have occurred and be continuing both immediately before and immediately after giving effect to such Limited Condition Acquisition and the incurrence of such Indebtedness; (b) any condition to such Limited Condition Acquisition or such Indebtedness that the representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of such Acquisition or the incurrence of such Indebtedness shall be subject to customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including, without limitation, a condition that the representations and warranties under the relevant agreements relating to such Limited Condition Acquisition as are material to the Lenders providing such Indebtedness shall be true and correct, but only to the extent that the Company or its applicable Subsidiary has the right to terminate its obligations under such agreement as a result of a breach of such representations and warranties or the failure of those representations and warranties to be entered into true and correct), so long as (i) all representations and warranties in connection therewith this Agreement and the other Loan Documents are true and correct in all material respects (including or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) at the time of execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Acquisition and (ii) all Specified Representations are true and correct both immediately before and immediately after giving effect to such Limited Condition Acquisition and the incurrence of Debt and such Indebtedness; (c) any financial ratio test or condition to such Limited Condition Acquisition or the use incurrence of proceeds thereof) as if they occurred at such Indebtedness, may upon the beginning written election of the most recent Test Period ending Company delivered to the Administrative Agent prior to the LCA Test Date. If execution of the Borrower definitive agreement for such Limited Condition Acquisition, be tested either (i) upon the execution of the definitive agreement with respect to such Limited Condition Acquisition or (ii) upon the consummation of the Limited Condition Acquisition and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a pro forma basis; provided that the failure to deliver a notice under this Section 1.08(c) prior to the date of execution of the definitive agreement for such Limited Condition Acquisition shall be deemed an election to test the applicable financial ratio under subclause (ii) of this Section 1.08(c); and (d) if the Company has made an election with respect to any Limited Condition Acquisition to test a LCA Electionfinancial ratio test or condition at the time specified in clause (c)(i) of this Section, then in connection with any subsequent calculation of any ratio, test ratio or basket during the period commencing on or following the relevant LCA Test Date and prior date of execution of the definitive agreement with respect to such Limited Condition Acquisition until the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) satisfied assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereofIndebtedness) have not been consummated. The foregoing provisions shall apply with similar effect during the pendency of multiple Limited Condition Acquisitions such that each of the possible scenarios is separately tested. For the avoidance of doubt, any election (or any portion thereof) made pursuant to this Section may be rescinded by the Company prior to the consummation of such Limited Condition Acquisition or incurrence of such Indebtedness and in such case the conditions applicable to such Acquisition or incurrence of Indebtedness shall be tested without giving effect to this Section 1.08.

Limited Condition Acquisition. For In connection with any action being taken solely in connection with a Limited Condition Acquisition, for purposes of of: (i) determining compliance with any ratio or test (including, without limitation, provision of this Agreement which requires the calculation of the Total Net Leverage Ratio and the amount available under the Available Amount), First Lien Senior Secured Leverage Ratio; (ii) determining compliance with representations, warranties, defaults the accuracy of representations and warranties and/or whether a Default or events Event of default Default shall have occurred and be continuing (or any subset of Defaults or Events of Default (other than Events of Default pursuant to (a) or (f) of Section 8.01)); or (iii) testing availability under the baskets set forth in this Agreement (including, without limitation, including baskets measured as a percentage of total assetsConsolidated EBITDA), ; in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), with such option to be exercised on or prior to the date of execution of the definitive agreements related to such Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence Incurrence of Debt Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test or basket the incurrence ratios subject to the LCA Election on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence Incurrence of Debt Indebtedness or Liens and the use of proceeds thereof) have been consummated until consummated, except that (other than solely with respect to the incurrence ratios subject to the LCA Election) EBITDA and Consolidated Net Income of any target or targets of such time as Limited Condition Acquisition shall only be used in the applicable determination of any incurrence ratio and/or asset-based basket if and when such Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with any ratio or test (including, without limitationprovision of this Agreement that requires the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio and the amount available under the Available Amount)Ratio, (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets set forth herein (including, without limitation, including baskets measured as a percentage of total assetsLTM EBITDA or Consolidated EBITDA) (including, in each case with respect to the incurrence of debt under an Incremental Facility incurred in connection therewith), in each case, in connection with a Permitted Acquisition or Investment by one or more of Parent and its Restricted Subsidiaries, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such acquisition, a “Limited Condition Acquisition permitted under this AgreementAcquisition”), at the irrevocable option of the Borrower Parent (the BorrowerParent’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action Limited Condition Acquisition is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period test period ending prior to the LCA Test Date, Parent could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with for such Limited Condition Acquisition. For the avoidance of doubt, if Parent has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date (including with respect to the incurrence of any Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Parent has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket (other than maintenance testing of the financial covenant in Section 7.11) on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt debt and the use of proceeds thereof) have been consummated until such time as consummated. Notwithstanding anything to the applicable Limited Condition Acquisition has actually closed or the definitive agreement contrary herein, with respect thereto has expired to any amounts incurred or been terminated transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, pro forma compliance with Section 7.11 hereof, any Consolidated First Lien Net Leverage Ratio test, any Consolidated Senior Secured Net Leverage Ratio test and/or any Consolidated Total Net Leverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and (2) assuming such Limited Condition Acquisition and other transactions agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedwith such substantially concurrent incurrence.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, When calculating the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)any basket or ratio under this Indenture, in each case, in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such basket or ratio and of any Default or Event of Default shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionIssuer, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with and such ratio, test baskets or basket ratios shall be determined calculated on a Pro Forma Basis after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test applicable Reference Period ending prior for purposes of determining the ability to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with consummate any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in Consolidated EBITDA of the Issuer or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is consummated permitted hereunder and (y) such baskets or (ii) ratios shall not be tested at the date that the definitive agreement for time of consummation of such Limited Condition Acquisition expires or is terminated without related transactions; provided, further, that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement, any such transactions (including any Incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, When calculating the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)any basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionIssuers, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance and such baskets or ratios shall be calculated with such ratio, test or basket shall be determined pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending prior applicable period for purposes of determining the ability to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with consummate any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the Issuer or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is consummated permitted under this Indenture and (y) such baskets or (ii) ratios shall not be tested at the date that the definitive agreement for time of consummation of such Limited Condition Acquisition expires or is terminated without related transactions; provided, further, that if the Issuers elect to have such determinations occur at the time of entry into such definitive agreement, any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. (a) For purposes of (i) determining compliance with any ratio or test (including, without limitation, provision of this Agreement which requires the calculation of the Total Net Leverage Ratio, the Consolidated Total Assets, the Secured Net Leverage Ratio and or the amount available under the Available Amount)Consolidated Fixed Charge Coverage Ratio, (ii) determining compliance with representations, warranties, defaults Defaults or events Events of default Default or (iii) testing availability under the baskets set forth in this Agreement (including, without limitation, including baskets measured as a percentage of total assetsConsolidated Total Assets or Consolidated EBITDA but excluding any basket based on satisfaction of the Payment Condition), in each case, in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, at the option of the Administrative Borrower (the Administrative Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period test period ending prior to the LCA Test Date, the Borrowers or other Restricted Subsidiaries could have taken such action on the relevant LCA Test Date in compliance with such representation, warranty, ratio or basket, such representation, warranty, ratio or basket shall be deemed to have been complied with. (b) For the avoidance of doubt, if the Borrowers have made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has Borrowers have made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test such ratios or basket baskets on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement and, if with respect thereto has expired or been terminated and (2) to any Dividend, also on a standalone basis without assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have not been consummated. Notwithstanding the foregoing, assets of the target of any Limited Condition Acquisition shall not be included in the Borrowing Base until the date on which such Limited Condition Acquisition is consummated. (c) Notwithstanding anything herein to the contrary, this Section 1.8 shall not be applicable in determining whether the conditions precedent set forth in Section 6 have been satisfied with respect to the making of any Loan or the issuance, extension or renewal of any Letter of Credit.

Limited Condition Acquisition. For purposes purpose of (i) determining compliance measuring the relevant ratios and baskets with respect to the incurrence of any ratio Indebtedness (including any Incremental Facilities) or test (includingLiens or the making of any acquisitions or other Investments, without limitationDividends, Restricted Debt Payments, Asset Sales or other sales or dispositions of assets or fundamental changes or the Total Net Leverage Ratio and the amount available under the Available Amount), designation of any Restricted Subsidiaries or Unrestricted Subsidiaries or (ii) determining compliance with representations, warranties, defaults representations and warranties or events the occurrence of default any Default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage Event of total assets)Default, in each case, in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, at the option of if the Borrower (the Borrower’s election Agent has made an LCA Election with respect to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period test period ending prior to the LCA Test Date, the Borrowers could have taken such action on the relevant LCA Test Date in compliance with such ratio, basket, representation or warranty, such ratio, basket, representation or warranty shall be deemed to have been complied with. If the Borrower Agent has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on (A) a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2B) assuming on a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedtherewith.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, Notwithstanding anything to the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)contrary herein, in each casethe case of the incurrence of any Indebtedness (other than under any Incremental Facilities, which shall remain subject to the terms of Section 2.20 with respect to the impact, if any, of a Limited Condition Acquisition) or Liens or the making of any Permitted Acquisitions or other permitted Investments or fundamental changes in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, at the option of if the Borrower (the Borrower’s election has made an LCA Election with respect to exercise such option in connection with any Limited Condition Acquisition, the relevant ratios and the component amounts thereof (including LQA Revenue, Total Net Leverage Ratio or Consolidated Total Indebtedness (in each case)) (but other than the Financial Covenant under Section 6.08 (other than compliance with the Financial Covenant as a “LCA Election”condition to effecting any transaction), the date of determination of whether any such action is permitted hereunder ) and baskets shall be deemed to be determined as of the date the definitive agreements for such Limited Condition Acquisition are entered into and effective (and not, for the avoidance of doubt, the date of consummation of any Limited Condition Acquisition) (the “LCA Test Date”), and, compliance with such ratio, test or basket and shall be determined after giving calculated on a Pro Forma Effect to Basis assuming such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at were consummated on such LCA Test Date (but, for the beginning avoidance of the most recent Test Period ending prior doubt, without giving effect to the LCA Test Date. If cash proceeds of any indebtedness incurred to finance such Limited Condition Acquisition for the purposes of cash netting in the determination of any leverage multiples); provided that, (i) if the Borrower has made a an LCA Election, then in connection with any subsequent the calculation of any ratio, test ratio or basket with respect to the incurrence of any other Indebtedness or Liens, or the making of any Permitted Acquisitions or other permitted Investments, Dividends, Restricted Debt Payments, Asset Sales or other sales or dispositions of assets or fundamental changes on or following the relevant applicable LCA Test Date and on prior to the earlier of (ix) the date on which such Limited Condition Acquisition is consummated or (iiy) the date that the definitive agreement (or in the case of a Limited Condition Acquisition that involves some other manner of establishing a binding obligation under local law, such other binding obligation to consummate such transaction) for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisitionor expires, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1I) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2II) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have not been consummated (in which case such ratios or baskets, as applicable, relating to such subsequent transaction shall be required to be satisfied under both the preceding clauses (I) and (II) to be in compliance with the terms of this Agreement) and (ii) no Event of Default shall exist on the LCA Test Date and no Event of Default under Section 8.01(a), (b), (g) or (h) shall exist the date on which such Limited Condition Acquisition is consummated.

Limited Condition Acquisition. For Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with any ratio provision of this Agreement that requires the calculation of the Interest Coverage Ratio, First Lien Net Leverage Ratio, Total Secured Net Leverage Ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount)Ratio, (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets set forth herein (including, without limitation, including baskets measured as a percentage of total assetsConsolidated EBITDA) (including, in each case with respect to the incurrence of debt under an Incremental Facility incurred in connection therewith), in each case, in connection with a Permitted Acquisition or other Investment by one or more of Parent and its Restricted Subsidiaries, in each case whose consummation is not conditioned on the availability of, or on obtaining, third-party financing (any such acquisition, a “Limited Condition Acquisition permitted under this AgreementAcquisition”), at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action Limited Condition Acquisition is permitted hereunder shall be deemed to be the date the definitive agreements agreement for such Limited Condition Acquisition are is entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Calculation Period ending prior to the LCA Test Date, Parent or its applicable Restricted Subsidiary could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with for such Limited Condition Acquisition. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date (including with respect to the incurrence of any Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt debt and the use of proceeds thereof) have been consummated until such time as consummated. Notwithstanding anything to the applicable Limited Condition Acquisition has actually closed or the definitive agreement contrary herein, with respect thereto has expired to any amounts incurred or been terminated transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and (2) assuming such Limited Condition Acquisition and other transactions agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedwith such substantially concurrent incurrence.

Limited Condition Acquisition. For Notwithstanding anything in this Agreement or any other Loan Document to the contrary, for purposes of of: (ia) determining compliance with any ratio or test provision of this Agreement (including, without limitation, other than Section 7.11) which requires the Total Net calculation of the Consolidated Leverage Ratio and or the amount available under the Available Amount), Consolidated Secured Leverage Ratio or an interest coverage ratio; (iib) determining compliance with representationsthe accuracy of representations and warranties and/or whether a Default or Event of Default (or any subset of Defaults or Events of Default) has occurred, warranties, defaults is continuing or events of default or would result from an action; or (iiic) testing availability under the baskets set forth in this Agreement (includingincluding any baskets based on, without limitationor measured as, baskets measured as a percentage of total assetsConsolidated EBITDA or Consolidated Assets), ; in each case, in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), with such LCA Election to be made on or prior to the date of determination execution of, at the option of whether any such action is permitted hereunder shall be deemed to be the date Company, the definitive agreements for agreement or a letter of intent (“Limited Condition Acquisition Agreement”) related to such Limited Condition Acquisition are entered into Acquisition, (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition Acquisition, the transactions and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period test period ending prior to the LCA Test Date, the Company could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with; provided that, if financial statements for one or more subsequent fiscal quarters or fiscal years, as applicable, shall have become available prior to the consummation of the applicable Limited Condition Acquisition, the Company may elect, in its sole discretion, to re-determine availability under any applicable ratio, test or basket for purposes of clause (i) and (iii) above 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 with respect to such ratio, test or basket for purposes of clause (i) and (iii) above. For the avoidance of doubt, if the Company has 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 (including with respect to the incurrence of Indebtedness) are not satisfied as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA of the Company or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been unsatisfied as a result of such fluctuations; provided, however, if any ratios or baskets improve as a result of such fluctuations, such improved ratios or baskets may be utilized and (y) such ratios and other provisions need not be tested again at the time of consummation of such Limited Condition Acquisition or related transactions. If the Borrower Company has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket availability with respect to any other transaction on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement Limited Condition Acquisition Agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness or Liens and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes In the event that the Borrower notifies the Administrative Agent in writing that any proposed Acquisition is a Limited Condition Acquisition and that the Borrower wishes to test the conditions to such Acquisition and the availability of the Indebtedness that is to be used to finance such Acquisition in accordance with this Section, then, so long as reasonably agreed to by the Administrative Agent, the following provisions shall apply: (ia) determining compliance with any ratio condition to such Acquisition or test such Indebtedness that requires that no Default or Event of Default shall have occurred and be continuing at the time of such Acquisition or the incurrence of such Indebtedness (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available AmountSection 3.2 hereof), shall be satisfied if (i) no Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Acquisition and (ii) determining compliance with representationsno Event of Default under any of Sections 8.1(b), warranties8.1(g), defaults 8.1(h) or events 8.1(k) shall have occurred and be continuing both before and after giving effect to such Acquisition and any Indebtedness incurred in connection therewith (including such additional Indebtedness); (b) any condition to such Acquisition or such Indebtedness that the representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of default such Acquisition or (iii) testing availability under the baskets incurrence of such Indebtedness (including, without limitation, baskets measured Section 3.2 hereof) shall be subject to customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including, without limitation, a condition that the representations and warranties under the relevant agreements relating to such Limited Condition Acquisition as are material to the lenders providing such Indebtedness shall be true and correct, but only to the extent that the Borrower or its applicable Subsidiary has the right to terminate its obligations under such agreement as a percentage result of total assetsa breach of such representations and warranties or the failure of those representations and warranties to be true and correct), so long as all representations and warranties in this Agreement and the other Loan Documents are true and correct at the time of execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Acquisition; (c) any financial ratio test or condition to such Acquisition or the incurrene of such Indebtedness, may upon the written election of the Borrower delivered to the Administrative Agent prior to the execution of the definitive agreement for such Acquisition, be tested either (i) upon the execution of the definitive agreement with respect to such Limited Condition Acquisition or (ii) upon the consummation of the Limited Condition Acquisition and related incurrence of Indebtedness, in each case, in connection with a after giving effect to the relevant Limited Condition Acquisition permitted and related incurrence of Indebtedness, on a pro forma basis; provided that the failure to deliver a notice under this Agreement, at the option of the Borrower (the Borrower’s election Section 1.10(c) prior to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination execution of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements agreement for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect deemed an election to such Limited Condition Acquisition and test the other transactions to be entered into in connection therewith applicable financial ratio under subcluase (including any incurrence ii) of Debt and the use of proceeds thereofthis Section 1.10(c); and (d) as if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If the Borrower has made an election with respect to any Limited Condition Acquisition to test a LCA Electionfinancial ratio test or condition at the time specified in clause (c)(i) of this Section, then in connection with any subsequent calculation of any ratio, test ratio (excluding any ratio used in determining the Applicable Margin or compliance with the covenant in Section 7.7) or basket on or following the relevant LCA Test Date date of execution of the definitive agreement with respect to such Limited Condition Acquisition and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Debt and the use of proceeds thereofIndebtedness) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated consummated, except that Operating Cash Flow, Net Earnings and (2) assuming Consolidated Total Assets of any target of such Limited Condition Acquisition shall not be included in the determination of the relevant ratios and baskets for any purposes other transactions in connection therewith than the incurrence test under which such Limited Condition Acquisition (including and any incurrence Indebtedness incurred to finance such Limited Condition Acquisition) is being made unless and until such Limited Condition Acquisition is consummated. The foregoing provisions shall apply with similar effect during the pendency of Debt and multiple Limited Condition Acquisitions such that each of the use of proceeds thereof) have not been consummatedpossible scenarios is separately tested.

Limited Condition Acquisition. For purposes In the event that the US Borrower notifies the Agent in writing (such notice to be delivered to the Agent not less than ten (10) days prior to the date of (iexecution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition) determining compliance with that any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with proposed Permitted Acquisition is a Limited Condition Acquisition permitted under this Agreement, at and that the option of US Borrower wishes to test the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect conditions to such Limited Condition Acquisition and the other transactions availability of the Loans (it being understood and agreed that no Revolving Credit Loans may be used for a Limited Condition Acquisition) that are to be entered into used to finance such Limited Condition Acquisition in accordance with this Section, the following provisions shall apply: (a) any condition to such Limited Condition Acquisition or such Loan (it being understood and agreed that no Revolving Credit Loans may be used for a Limited Condition Acquisition) that requires that no Potential Default or Event of Default shall have occurred and be continuing at the time of such Limited Condition Acquisition or the incurrence of such Loan (including, without limitation, Section 4.01 and Section 6.06(iii)(A) hereof), shall be satisfied if (i) no Potential Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition, and (ii) no Event of Default shall have occurred and be continuing under Sections 7.01(a), (b), (c), (k), (m) or (n) hereof both before and after giving effect to such Limited Condition Acquisition and any Loans incurred in connection therewith (including any Additional Increase); (b) any condition to such Limited Condition Acquisition or such Loan (it being understood and agreed that no Revolving Credit Loans may be used for a Limited Condition Acquisition) that the representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of such Acquisition or the incurrence of Debt such Loan (including, without limitation, Section 4.01 and Section 6.06(iii)(A) hereof) shall be subject to customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including, without limitation, a condition that the representations and warranties under the relevant agreements relating to such Limited Condition Acquisition as are material to the lenders providing such Loans shall be true and correct, but only to the extent that the US Borrower or its applicable Subsidiary has the right to terminate its obligations under such agreement as a result of a breach of such representations and warranties or the failure of those representations and warranties to be true and correct), so long as all representations and warranties in this Agreement and the use of proceeds thereofother Loan Documents are true and correct in all material respects (except for those representations and warranties which are already qualified by materiality and which shall be true and correct in all respects) as if they occurred at the beginning time of the most recent Test Period ending execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition; 264674781 265265096 (c) any financial ratio test or condition to such Limited Condition Acquisition or the incurrence of such Loans (it being understood and agreed that no Revolving Credit Loans may be used for a Limited Condition Acquisition), may upon the written election of the US Borrower delivered to the Agent not less than ten (10) days prior to the LCA Test Date. If execution of the definitive agreement for such Acquisition, be tested either (i) upon the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition or (ii) upon the consummation of the Limited Condition Acquisition and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a pro forma basis; provided that the failure to deliver a notice under this Section prior to the date of execution of the definitive agreement for such Limited Condition Acquisition shall be deemed an election to test the applicable financial ratio under clause (ii) of this Section; and (d) if the US Borrower has made an election with respect to any Limited Condition Acquisition to test a LCA Electionfinancial ratio test or condition at the time specified in clause (c)(i) of this Section, then in connection with any subsequent calculation of any ratio, test ratio (excluding any ratio used in determining the Applicable Margin or compliance with the covenant in Section 5.14) or basket on or following the relevant LCA Test Date date of execution of the definitive agreement with respect to such Limited Condition Acquisition and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Debt and the use of proceeds thereofIndebtedness) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance with In the event that the Company notifies the Administrative Agent in writing that any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with proposed Acquisition is a Limited Condition Acquisition permitted under this Agreement, at and that the option of Company wishes to test the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect conditions to such Limited Condition Acquisition and the availability of the Indebtedness incurred in connection with such Limited Condition Acquisition in accordance with this Section, then, notwithstanding anything to the contrary herein or in any other transactions Loan Document, the following provisions shall apply: (a) any condition to such Limited Condition Acquisition or such Indebtedness that requires that no Default or Event of Default shall have occurred and be continuing at the time of such Acquisition or the incurrence of such Indebtedness, shall be satisfied if (i) no Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition and (ii) no Specified Event of Default shall have occurred and be continuing both immediately before and immediately after giving effect to such Limited Condition Acquisition and the incurrence of such Indebtedness; (b) any condition to such Limited Condition Acquisition or such Indebtedness that the representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of such Acquisition or the incurrence of such Indebtedness shall be subject to customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including, without limitation, a condition that the representations and warranties under the relevant agreements relating to such Limited Condition Acquisition as are material to the Lenders providing such Indebtedness shall be true and correct, but only to the extent that the Company or its applicable Subsidiary has the right to terminate its obligations under such agreement as a result of a breach of such representations and warranties or the failure of those representations and warranties to be entered into true and correct), so long as (i) all representations and warranties in connection therewith this Agreement and the other Loan Documents are true and correct in all material respects (including or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) at the time of execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Acquisition and (ii) all Specified Representations are true and correct both immediately before and immediately after giving effect to such Limited Condition Acquisition and the incurrence of Debt and such Indebtedness; (c) any financial ratio test or condition to such Limited Condition Acquisition or the use incurrence of proceeds thereof) as if they occurred at such Indebtedness, may upon the beginning written election of the most recent Test Period ending Company delivered to the Administrative Agent prior to the LCA Test Date. If execution of the Borrower definitive agreement for such Limited Condition Acquisition, be tested either (i) upon the execution of the definitive agreement with respect to such Limited Condition Acquisition or (ii) upon the consummation of the Limited Condition Acquisition and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a pro forma basis; provided that the failure to deliver a notice under this Section 1.08(c) prior to the date of execution of the definitive agreement for such Limited Condition Acquisition shall be deemed an election to test the applicable financial ratio under subclause (ii) of this Section 1.08(c); and (d) if the Company has made an election with respect to any Limited Condition Acquisition to test a LCA Electionfinancial ratio test or condition at the time specified in clause (c)(i) of this Section, then in connection with any subsequent calculation of any ratio, test ratio or basket during the period commencing on or following the relevant LCA Test Date and prior date of execution of the definitive agreement with respect to such Limited Condition Acquisition until the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) satisfied assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereofIndebtedness) have not been consummated. 5656 The foregoing provisions shall apply with similar effect during the pendency of multiple Limited Condition Acquisitions such that each of the possible scenarios is separately tested. For the avoidance of doubt, any election (or any portion thereof) made pursuant to this Section may be rescinded by the Company prior to the consummation of such Limited Condition Acquisition or incurrence of such Indebtedness and in such case the conditions applicable to such Acquisition or incurrence of Indebtedness shall be tested without giving effect to this Section 1.08.

Limited Condition Acquisition. For purposes Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of (i) determining compliance with any ratio provision of this Agreement which requires that no Default or test (includingEvent of Default has occurred, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (iiis continuing or would result therefrom) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with the consummation of a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with after such ratio, test or basket shall be determined ratios and other provisions are measured on a Pro Forma Basis after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or discharge of Debt Indebtedness and the use of proceeds thereofof such sf-5589619 incurrence) as if they occurred at the beginning of the most recent Test Period four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date. If , the Borrower has made a LCA Election, then in connection with any subsequent calculation of any ratio, test or basket could have taken such action on or following the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio, basket or amount at or prior to the earlier consummation of (i) the date on which relevant Limited Condition Acquisition, such ratios, transactions or actions, such baskets, ratios or amounts and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is consummated permitted hereunder and (y) such ratios, transactions or (ii) actions, such baskets, ratios or amounts and other provisions shall not be tested at the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated without the time of consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes In the event that the US Borrower notifies the Agent in writing (such notice to be delivered to the Agent not less than ten (10) days prior to the date of (iexecution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition) determining compliance with that any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with proposed Permitted Acquisition is a Limited Condition Acquisition permitted under this Agreement, at and that the option of US Borrower wishes to test the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect conditions to such Limited Condition Acquisition and the other transactions availability of the Loans (it being understood and agreed that no Revolving Credit Loans may be used for a Limited Condition Acquisition) that are to be entered into used to finance such Limited Condition Acquisition in accordance with this Section, the following provisions shall apply: a. any condition to such Limited Condition Acquisition or such Loan (it being understood and agreed that no Revolving Credit Loans may be used for a Limited Condition Acquisition) that requires that no Potential Default or Event of Default shall have occurred and be continuing at the time of such Limited Condition Acquisition or the incurrence of such Loan (including, without limitation, Section 4.01 and Section 6.06(iii)(A) hereof), shall be satisfied if (i) no Potential Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition, and (ii) no Event of Default shall have occurred and be continuing under Sections 7.01(a), (b), (c), (k), (m) or (n) hereof both before and after giving effect to such Limited Condition Acquisition and any Loans incurred in connection therewith (including any Additional Increase); b. any condition to such Limited Condition Acquisition or such Loan (it being understood and agreed that no Revolving Credit Loans may be used for a Limited Condition Acquisition) that the representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of such Acquisition or the incurrence of Debt such Loan (including, without limitation, Section 4.01 and Section 6.06(iii)(A) hereof) shall be subject to customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including, without limitation, a condition that the representations and warranties under the relevant agreements relating to such Limited Condition Acquisition as are material to the lenders providing such Loans shall be true and correct, but only to the extent that the US Borrower or its applicable Subsidiary has the right to terminate its obligations under such agreement as a result of a breach of such representations and warranties or the failure of those representations and warranties to be true and correct), so long as all representations and warranties in this Agreement and the use of proceeds thereofother Loan Documents are true and correct in all material respects (except for those representations and warranties which are already qualified by materiality and which shall be true and correct in all respects) as if they occurred at the beginning time of the most recent Test Period ending execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition; c. any financial ratio test or condition to such Limited Condition Acquisition or the incurrence of such Loans (it being understood and agreed that no 270034751 270134563 Revolving Credit Loans may be used for a Limited Condition Acquisition), may upon the written election of the US Borrower delivered to the Agent not less than ten (10) days prior to the LCA Test Date. If execution of the definitive agreement for such Acquisition, be tested either (i) upon the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition or (ii) upon the consummation of the Limited Condition Acquisition and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a pro forma basis; provided that the failure to deliver a notice under this Section prior to the date of execution of the definitive agreement for such Limited Condition Acquisition shall be deemed an election to test the applicable financial ratio under clause (ii) of this Section; and d. if the US Borrower has made an election with respect to any Limited Condition Acquisition to test a LCA Electionfinancial ratio test or condition at the time specified in clause (c)(i) of this Section, then in connection with any subsequent calculation of any ratio, test ratio (excluding any ratio used in determining the Applicable Margin or compliance with the covenant in Section 5.14) or basket on or following the relevant LCA Test Date date of execution of the definitive agreement with respect to such Limited Condition Acquisition and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Debt and the use of proceeds thereofIndebtedness) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Company, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Company has exercised its option under the first sentence of this Section 121, and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any ratio or test (including, without limitationprovision of this Indenture which requires the calculation of the Consolidated Coverage Ratio, the Total Net Consolidated Secured Leverage Ratio and or the amount available under the Available Amount), Consolidated Total Leverage Ratio; or (ii) determining compliance with representations, warranties, defaults or events of default or testing baskets set forth in this Indenture (iii) testing availability under the baskets (including, without limitation, including baskets measured as a percentage of total assetsFour Quarter Consolidated EBITDA), ; in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period four consecutive fiscal quarters ending prior to the LCA Test DateDate for which consolidated financial statements of the Company are available, the Company could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Company has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA of the Company or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Company has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Company or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance with In the event that the Company notifies the Administrative Agent in writing that any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with proposed Acquisition is a Limited Condition Acquisition permitted under this Agreement, at and that the option of Company wishes to test the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect conditions to such Limited Condition Acquisition and the availability of the Indebtedness incurred in connection with such Limited Condition Acquisition in accordance with this Section, then, notwithstanding anything to the contrary herein or in any other transactions Loan Document, the following provisions shall apply: (a) any condition to such Limited Condition Acquisition or such Indebtedness that requires that no Default or Event of Default shall have occurred and be continuing at the time of such Acquisition or the incurrence of such Indebtedness, shall be satisfied if (i) no Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition and (ii) no Specified Event of Default shall have occurred and be continuing both immediately before and immediately after giving effect to such Limited Condition Acquisition and the incurrence of such Indebtedness; (b) any condition to such Limited Condition Acquisition or such Indebtedness that the representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of such Acquisition or the incurrence of such Indebtedness shall be subject to customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including, without limitation, a condition that the representations and warranties under the relevant agreements relating to such Limited Condition Acquisition as are material to the Lenders providing such Indebtedness shall be true and correct, but only to the extent that the Company or its applicable Subsidiary has the right to terminate its obligations under such agreement as a result of a breach of such representations and warranties or the failure of those representations and warranties to be entered into true and correct), so long as (i) all representations and warranties in connection therewith this Agreement and the other Loan Documents are true and correct in all material respects (including or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) at the time of execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Acquisition and (ii) all Specified Representations are true and correct both immediately before and immediately after giving effect to such Limited Condition Acquisition and the incurrence of Debt and such Indebtedness; (c) any financial ratio test or condition to such Limited Condition Acquisition or the use incurrence of proceeds thereof) as if they occurred at such Indebtedness, may upon the beginning written election of the most recent Test Period ending Company delivered to the Administrative Agent prior to the LCA Test Date. If execution of the Borrower definitive agreement for such Limited Condition Acquisition, be tested either (i) upon the execution of the definitive agreement with respect to such Limited Condition Acquisition or (ii) upon the consummation of the Limited Condition Acquisition and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a pro forma basis; provided that the failure to deliver a notice under this Section 1.07(c) prior to the date of execution of the definitive agreement for such Limited Condition Acquisition shall be deemed an election to test the applicable financial ratio under subclause (ii) of this Section 1.07(c); and (d) if the Company has made an election with respect to any Limited Condition Acquisition to test a LCA Electionfinancial ratio test or condition at the time specified in clause (c)(i) of this Section, then in 36 connection with any subsequent calculation of any ratio, test ratio or basket during the period commencing on or following the relevant LCA Test Date and prior date of execution of the definitive agreement with respect to such Limited Condition Acquisition until the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) satisfied assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereofIndebtedness) have not been consummated. The foregoing provisions shall apply with similar effect during the pendency of multiple Limited Condition Acquisitions such that each of the possible scenarios is separately tested. For the avoidance of doubt, any election (or any portion thereof) made pursuant to this Section may be rescinded by the Company prior to the consummation of such Limited Condition Acquisition or incurrence of such Indebtedness and in such case the conditions applicable to such Acquisition or incurrence of Indebtedness shall be tested without giving effect to this Section 1.07.

Limited Condition Acquisition. For purposes Solely for the purpose of (i) determining compliance with any ratio or test (includingmeasuring the relevant ratios and baskets, without limitationLiens, the Total Net Leverage Ratio and the amount available under the Available Amount)making of any Acquisitions or other Investments, (ii) determining compliance with representationsprepayments of Specified Indebtedness, warranties, defaults Restricted Payments or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)Dispositions, in each case, in connection with a Limited Condition Acquisition permitted under this Agreementor (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of Default, at the option of the Borrower (the Borrower’s election to exercise such option in each case, in connection with any a Limited Condition Acquisition, a “if the Borrower makes an LCA Election”), the applicable date of determination of in determining whether any such action Acquisition (or similar investment) is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning as of the most recent Test Period Measurement Period, ending prior to the LCA Test DateDate on a Pro Forma Basis, the Borrowers could have taken such action on the relevant LCA Test Date in compliance with any such ratio or basket (other than for the purposes of calculating actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 7.15), such ratio or basket shall be deemed to have been complied with; . If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or consummated, (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition AcquisitionAcquisition or (iii) 120 days after the relevant LCA Test Date, any such ratio, test ratio or basket shall be required to be calculated and tested on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions pro forma events in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such terminated. The consummation of any Limited Condition Acquisition and other transactions in connection therewith shall be subject to the absence of a Default or Event of Default under Sections 8.1(a) or (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedf).

Limited Condition Acquisition. For In connection with any action being taken solely in connection with a Limited Condition Acquisition, for purposes of of: (ia) determining compliance with any ratio provision of this Agreement which requires the calculation of Consolidated EBITDA or test Consolidated Compliance EBITDA (including, without limitation, tests measured as a percentage of Consolidated EBITDA or Consolidated Compliance EBITDA) or any financial ratio or test, including the Total Consolidated First Lien Net Leverage Ratio, the Consolidated Net Leverage Ratio and the amount available under the Available AmountConsolidated Interest Coverage Ratio (including, without limitation, Section 2.18), ; (ii) determining compliance with representations, warranties, defaults or events of default or (iiib) testing availability under the baskets set forth in this Agreement (including, without limitation, baskets measured as a percentage of total assetsConsolidated Total Assets); or (c) determining other compliance with this Agreement (including the determination that no Default or Event of Default (or any type of Default or Event of Default) has occurred, is continuing or would result therefrom); in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA LCT Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending four fiscal quarter period ended prior to the LCA LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such test, ratio or basket, such test, ratio or basket shall be deemed to have been complied with. If the Borrower has made an LCT Election and any of the tests, ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a LCA Electionresult of fluctuations in any such test, ratio or basket, including due to fluctuations in Consolidated EBITDA, Consolidated Compliance EBITDA or Consolidated Total Assets of the Borrower and its Subsidiaries, at or prior to the consummation of the relevant transaction or action, such tests, baskets or ratios will be deemed not to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken. If the Borrower has made an LCT Election for any Limited Condition Acquisition, then (x) in connection with any subsequent calculation of any ratiotest, test ratio or basket availability with respect to the incurrence of Indebtedness or creation of Liens, or the making of Investments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, or the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness on or following the relevant LCA LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such test, ratio or basket shall be tested by calculating the availability under such test, ratio or basket on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof) and (y) in connection with any calculation of any ratio, test or basket availability with respect to the making of Restricted Payments following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether the making of such Restricted Payment is permitted under this Agreement, any such test, ratio or basket shall be required to be calculated tested by calculating the availability under such test, ratio or basket on a Pro Forma Basis both (1i) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2ii) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated. In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default, or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. If the Borrower has exercised its option under this Section 1.7, and any Default, Event of Default or specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, When calculating the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)any basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionIssuers, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance and such baskets or ratios shall be calculated with such ratio, test or basket shall be determined pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the Issuer or the target company) subsequent to such date of determination and at or prior to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with any subsequent calculation consummation of any ratio, test or basket on or following the relevant LCA Test Date Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations for purposes of determining whether the Limited Condition Acquisition and prior to related transactions are permitted under this Indenture and (y) such baskets or ratios shall not be tested at the earlier time of (i) the date on which consummation of such Limited Condition Acquisition or related transactions solely for purposes of determining whether such Limited Condition Acquisition is consummated or permitted under this Indenture; provided, further, that if the Issuers elect to have such determinations occur at the time of entry into such definitive agreement, any such transactions (iiincluding any incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date that the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement for such Limited Condition Acquisition expires or is terminated without and before the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming unless and until such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have has been consummated until abandoned or such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds prior to consummation thereof) have not been consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, When calculating the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)any basket or ratio under this Indenture, in each case, in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such basket or ratio and of any Default or Event of Default shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionIssuer, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with and such ratio, test baskets or basket ratios shall be determined calculated on a Pro Forma Basis after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test applicable Reference Period ending prior for purposes of determining the ability to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with consummate any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in Consolidated EBITDA or Total Assets of CommScope or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is consummated permitted hereunder and (y) such baskets or (ii) ratios shall not be tested at the date that the definitive agreement for time of consummation of such Limited Condition Acquisition expires or is terminated without related transactions; provided, further, that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement, any such transactions (including any Incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For (a) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with any ratio or test (including, without limitationprovision of this Agreement that requires the calculation of the Consolidated Net Leverage Ratio, the Total Consolidated Net First Lien Leverage Ratio and and/or the amount available under the Available Amount)Consolidated Interest Coverage Ratio, (ii) determining compliance with representations and warranties (other than customary “specified representations” and those representations of the seller or target company (as applicable) included in the acquisition agreement for the relevant Limited Condition Acquisition that are material to the interest of the Lenders and only to the extent that the relevant acquirer has the right to terminate its obligations under such acquisition agreement as a result of such representations (which representations, warrantiesfor the avoidance of doubt, defaults shall be required to be accurate as of the date of the consummation of any Limited Condition Acquisition)), covenants, Defaults or events Events of default Default (other than a Specified Event of Default (the absence of which, for the avoidance of doubt, shall be required on the date of the consummation of any Limited Condition Acquisition)) or (iiiii) testing availability under the baskets set forth herein (including, without limitation, baskets measured as a percentage in each case with respect to the incurrence of total assetsIndebtedness pursuant to Section 2.15), in each case, in connection with a Permitted Acquisition or an Investment made by the Loan Parties, in each case, the consummation of which is not conditioned on the availability of, or on obtaining, third party financing (any such acquisition, a “Limited Condition Acquisition permitted under this AgreementAcquisition”), at the irrevocable written option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action Limited Condition Acquisition is permitted hereunder shall be deemed to be the date the definitive agreements agreement(s) for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratioon a Pro Forma Basis, test or basket shall be determined after giving Pro Forma Effect effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the four fiscal quarter period of the Borrower ending on the most recent Test Period ending prior to fiscal quarter end date for which financial statements have been delivered before the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with for such Limited Condition Acquisition; provided that, no LCA Test Date may occur more than 180 days before consummation of the applicable Limited Condition Acquisition or Investment. (b) For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date (including with respect to the incurrence of any Indebtedness) are exceeded (or in the case of a coverage ratio, not met) as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) at or before consummation of the relevant transaction or action, such ratios or baskets will not be deemed to have been exceeded (or not met, as applicable) as a result of such fluctuations. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket (other than maintenance testing of the financial covenants in Section 7.11) on or following the relevant LCA Test Date and prior to before the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required (x), solely with respect to be the incurrence test under which such Limited Condition Acquisition is being made, calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated consummated, and (2y) for all other purposes, calculated (and tested) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have not been consummated, as applicable.

Limited Condition Acquisition. For purposes of (i) determining compliance Notwithstanding anything herein to the contrary, with respect to any ratio or test (including, without limitation, the Total Net Leverage Ratio Limited Condition Acquisition and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, any Pro Forma Event to be made in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, at the option Borrowers’ option, any Senior Secured Leverage Ratio, Total Leverage Ratio or Interest Coverage Ratio test or dollar threshold required for consummation of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any Acquisition or such action is permitted hereunder other transaction shall be deemed to determined, and any Default or Event of Default blocker shall be tested, as of the date the definitive agreements acquisition agreement for such Limited Condition Acquisition are is entered into (and calculated as if the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving acquisition and other Pro Forma Effect to such Limited Condition Acquisition and the other transactions to be entered into Events in connection therewith (including any incurrence of Debt and were consummated on such date; provided that if the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If the Borrower has Borrowers have made a LCA Electionsuch an election, then in connection with measuring compliance with Section 2.18 or any subsequent calculation Section of any ratio, test or basket on or Article VI following the relevant LCA Test Date such date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisitionterminated, any such ratioSenior Secured Leverage Ratio, test Total Leverage Ratio or basket Interest Coverage Ratio shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions Pro Forma Events in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until consummated, except that (other than solely with respect to the incurrence test under which such time as Limited Condition Acquisition or other transaction in connection therewith is being made) Consolidated EBITDA, Total Assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the applicable determination of the relevant ratios and baskets if and when such Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedclosed.

Limited Condition Acquisition. For purposes of (i) determining compliance with In the event that the Company notifies the Administrative Agent in writing that any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with proposed Acquisition is a Limited Condition Acquisition permitted under this Agreement, at and that the option of Company wishes to test the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect conditions to such Limited Condition Acquisition and the availability of the Indebtedness incurred in connection with such Limited Condition Acquisition in accordance with this Section, then, notwithstanding anything to the contrary herein or in any other transactions Loan Document, the following provisions shall apply: (a) any condition to such Limited Condition Acquisition or such Indebtedness that requires that no Default or Event of Default shall have occurred and be continuing at the time of such Acquisition or the incurrence of such Indebtedness, shall be satisfied if (i) no Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition and (ii) no Specified Event of Default shall have occurred and be continuing both immediately before and immediately after giving effect to such Limited Condition Acquisition and the incurrence of such Indebtedness; (b) any condition to such Limited Condition Acquisition or such Indebtedness that the representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of such Acquisition or the incurrence of such Indebtedness shall be subject to customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including, without limitation, a condition that the representations and warranties under the relevant agreements relating to such Limited Condition Acquisition as are material to the Lenders providing such Indebtedness shall be true and correct, but only to the extent that the Company or its applicable Subsidiary has the right to terminate its obligations under such agreement as a result of a breach of such representations and warranties or the failure of those representations and warranties to be entered into true and correct), so long as (i) all representations and warranties in connection therewith this Agreement and the other Loan Documents are true and correct at the time of execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Acquisition and (including any ii) all Specified Representations are true and correct both immediately before and immediately after giving effect to such Limited Condition Acquisition and the incurrence of Debt and such Indebtedness; (c) any financial ratio test or condition to such Limited Condition Acquisition or the use incurrence of proceeds thereof) as if they occurred at such Indebtedness, may upon the beginning written election of the most recent Test Period ending Company delivered to the Administrative Agent prior to the LCA Test Date. If execution of the Borrower definitive agreement for such Limited Condition Acquisition, be tested either (i) upon the execution of the definitive agreement with respect to such 37 Limited Condition Acquisition or (ii) upon the consummation of the Limited Condition Acquisition and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a pro forma basis; provided that the failure to deliver a notice under this Section 1.07(c) prior to the date of execution of the definitive agreement for such Limited Condition Acquisition shall be deemed an election to test the applicable financial ratio under subclause (ii) of this Section 1.07(c); and (d) if the Company has made an election with respect to any Limited Condition Acquisition to test a LCA Electionfinancial ratio test or condition at the time specified in clause (c)(i) of this Section, then in connection with any subsequent calculation of any ratio, test ratio or basket during the period commencing on or following the relevant LCA Test Date and prior date of execution of the definitive agreement with respect to such Limited Condition Acquisition until the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) satisfied assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereofIndebtedness) have not been consummated. The foregoing provisions shall apply with similar effect during the pendency of multiple Limited Condition Acquisitions such that each of the possible scenarios is separately tested.

Limited Condition Acquisition. For In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Company, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Company has exercised its option under the first sentence of this Section 122, and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any ratio provision of this Indenture which requires the calculation of the Consolidated Coverage Ratio or test (including, without limitation, the Total Net Consolidated Secured Leverage Ratio and the amount available under the Available Amount), Ratio; or (ii) determining compliance with representations, warranties, defaults or events of default or testing baskets set forth in this Indenture (iii) testing availability under the baskets (including, without limitation, including baskets measured as a percentage of total assetsConsolidated Tangible Assets), ; in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period four consecutive fiscal quarters ending prior to the LCA Test DateDate for which consolidated financial statements of the Company are available, the Company could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Company has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Tangible Assets of the Company or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Company has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Company or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, When calculating the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)any basket or ratio under this Senior Secured Notes Indenture, in each case, case in connection with a Limited Condition Acquisition permitted under this Agreement, at and any related transactions (including any Incurrence of Indebtedness and the option use of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”proceeds thereof), the date of determination of whether such basket or ratio and/or absence of any such action is permitted hereunder shall be deemed to Default or Event of Default shall, at the option of BP I and BP II, be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”)into, and, compliance and such baskets or ratios shall be calculated with such ratio, test or basket shall be determined pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition, and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of BP I, BP II or the relevant target company) subsequent to such date of determination and at or prior to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with any subsequent calculation consummation of any ratio, test or basket on or following the relevant LCA Test Date and prior Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the earlier of (i) the date on which such Limited Condition Acquisition is consummated permitted under the Senior Secured Notes Indenture and (y) such baskets or (ii) ratios shall not be tested again at the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated without the time of consummation of such Limited Condition AcquisitionAcquisition or related transactions; provided, however, that if BP I or BP II elects to have such determinations occur at the time of entry into such definitive agreement, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) shall be deemed to have been consummated occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under the Senior Secured Notes Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition unless and until such time as the applicable Limited Condition Acquisition has actually closed been abandoned, as determined by BP I or BP II, as applicable, prior to the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds consummation thereof) have not been consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance In connection with any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, action being taken in connection with a Limited Condition Acquisition permitted under Acquisition, for purposes of determining compliance with any provision of this AgreementAgreement which requires (i) that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower Parent (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be satisfied so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and no Default or Event of Default under Section 8.1(a), and(f) or (g) exists or would result therefrom on the date any related New Term Loans are advanced or (ii) the calculation of the Net Cash Flow Leverage Ratio and the Cash Interest Coverage Ratio, compliance with in each case, at the option of the Parent, the date of determination of whether any such ratio, test or basket action is permitted hereunder shall be determined deemed to be the LCA Test Date and if, after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period four consecutive fiscal quarters ending prior to the LCA Test DateDate for which consolidated financial statements of the Parent are available, the Parent could have taken such action on the relevant LCA Test Date in compliance with such ratio, such ratio shall be deemed to have been complied with. If the Borrower has made a Parent makes an LCA Election, then in connection with any subsequent calculation of any ratio, test or basket on or availability with respect to any transaction following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.the

Limited Condition Acquisition. For Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with any ratio provision of this Agreement that requires the calculation of the Consolidated First Lien Net Leverage Ratio or test (including, without limitation, the Consolidated Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio and or the amount available under the Available Amount), Interest Coverage Ratio (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets set forth herein (including, without limitation, including baskets measured as a percentage of total assetsLTM EBITDA or Consolidated EBITDA) (including, in each case with respect to the incurrence of debt under an Incremental Facility incurred in connection therewith), in each case, in connection with a Permitted Acquisition or Investment by one or more of the Borrower and its Restricted Subsidiaries, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such acquisition, a “Limited Condition Acquisition permitted under this AgreementAcquisition”), at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action Limited Condition Acquisition is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period test period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with for such Limited Condition Acquisition. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date (including with respect to the incurrence of any Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket (other than maintenance testing of the financial covenant in Section 7.11) on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt debt and the use of proceeds thereof) have been consummated until such time as consummated. Notwithstanding anything to the applicable Limited Condition Acquisition has actually closed or the definitive agreement contrary herein, with respect thereto has expired to any amounts incurred or been terminated transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, pro forma compliance with Section 7.11 hereof, any Consolidated First Lien Net Leverage Ratio test, any Consolidated Total Net Leverage Ratio test, Consolidated Senior Secured Net Leverage Ratio test and/or any Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and (2) assuming such Limited Condition Acquisition and other transactions agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedwith such substantially concurrent incurrence.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, When calculating the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)any basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such basket or ratio and of any Default or Event of Default shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionCompany, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”)into, and, compliance and such baskets or ratios shall be calculated with such ratio, test or basket shall be determined pro forma adjustments as are appropriate and consistent with the pro forma provisions set forth in the definition of Fixed Charge Coverage Ratio after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending prior applicable period for purposes of determining the ability to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with consummate any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, if any of such baskets or ratios are exceeded as a result of fluctuations (x) in such basket or ratio (including due to fluctuations in the Consolidated EBITDA of the Company or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is consummated permitted hereunder and (y) such baskets or (ii) ratios shall not be tested at the date that the definitive agreement for time of consummation of such Limited Condition Acquisition expires or is terminated without related transactions; provided that if the Company elects to have such determinations occur at the time of entry into such definitive agreement, any such transactions (including any incurrence of Indebtedness and the use of proceeds therefrom) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance with In the event that the Company notifies the Administrative Agent in writing that any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with proposed Acquisition is a Limited Condition Acquisition permitted under this Agreement, at and that the option of Company wishes to test the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect conditions to such Limited Condition Acquisition and the availability of the Indebtedness incurred in connection with such Limited Condition Acquisition in accordance with this Section, then, notwithstanding anything to the contrary herein or in any other transactions Loan Document, the following provisions shall apply: (a) any condition to such Limited Condition Acquisition or such Indebtedness that requires that no Default or Event of Default shall have occurred and be continuing at the time of such Acquisition or the incurrence of such Indebtedness, shall be satisfied if (i) no Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition and (ii) no Specified Event of Default shall have occurred and be continuing both immediately before and immediately after giving effect to such Limited Condition Acquisition and the incurrence of such Indebtedness; (b) any condition to such Limited Condition Acquisition or such Indebtedness that the representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of such Acquisition or the incurrence of such Indebtedness shall be subject to customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including, without limitation, a condition that the representations and warranties under the relevant agreements relating to such Limited Condition Acquisition as are material to the Lenders providing such Indebtedness shall be true and correct, but only to the extent that the Company or its applicable Subsidiary has the right to terminate its obligations under such agreement as a result of a breach of such representations and warranties or the failure of those representations and warranties to be entered into true and correct), so long as (i) all representations and warranties in connection therewith this Agreement and the other Loan Documents are true and correct at the time of execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Acquisition and (including any ii) all Specified Representations are true and correct both immediately before and immediately after giving effect to such Limited Condition Acquisition and the incurrence of Debt and such Indebtedness; (c) any financial ratio test or condition to such Limited Condition Acquisition or the use incurrence of proceeds thereof) as if they occurred at such Indebtedness, may upon the beginning written election of the most recent Test Period ending Company delivered to the Administrative Agent 58 prior to the LCA Test Date. If execution of the Borrower definitive agreement for such Limited Condition Acquisition, be tested either (i) upon the execution of the definitive agreement with respect to such Limited Condition Acquisition or (ii) upon the consummation of the Limited Condition Acquisition and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a pro forma basis; provided that the failure to deliver a notice under this Section 1.08(c) prior to the date of execution of the definitive agreement for such Limited Condition Acquisition shall be deemed an election to test the applicable financial ratio under subclause (ii) of this Section 1.08(c); and (d) if the Company has made an election with respect to any Limited Condition Acquisition to test a LCA Electionfinancial ratio test or condition at the time specified in clause (c)(i) of this Section, then in connection with any subsequent calculation of any ratio, test ratio or basket during the period commencing on or following the relevant LCA Test Date and prior date of execution of the definitive agreement with respect to such Limited Condition Acquisition until the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) satisfied assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereofIndebtedness) have not been consummated. The foregoing provisions shall apply with similar effect during the pendency of multiple Limited Condition Acquisitions such that each of the possible scenarios is separately tested.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, When calculating the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)any basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionIssuers, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance and such baskets or ratios shall be calculated with such ratio, test or basket shall be determined pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the Issuer or the target company) subsequent to such date of determination and at or prior to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with any subsequent calculation consummation of any ratio, test or basket on or following the relevant LCA Test Date Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations for purposes of determining whether the Limited Condition Acquisition and prior to related transactions are permitted under this Indenture and (y) such baskets or ratios shall not be tested at the earlier time of (i) the date on which consummation of such Limited Condition Acquisition or related transactions solely for purposes of determining whether such Limited Condition Acquisition is consummated or permitted under this Indenture; provided, further, that if the Issuers elect to have such determinations occur at the time of entry into such definitive agreement, any such transactions (iiincluding any incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date that the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement for such Limited Condition Acquisition expires or is terminated without and before the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For Notwithstanding anything to the contrary herein, for purposes of (i) determining compliance with any ratio or test measuring the relevant financial ratios (including, without limitation, including the Total Consolidated Net Leverage Ratio and the amount available Consolidated Secured Net Leverage Ratio and including any calculation in connection with any pro forma calculation of the financial covenant under the Available AmountSection 7.08 or any other financial covenant), the amount of cash or Cash Equivalents (collectively, the “cash amounts”) and baskets measured as a percentage of Consolidated Adjusted EBITDA with respect to the incurrence of any Indebtedness or Liens or the making of any Permitted Acquisition or other similar Investments, Restricted Payment, Dispositions or other sales or dispositions of assets or fundamental changes or the designation of any Restricted Subsidiary as an Unrestricted Subsidiary or (ii) determining compliance with representationsthe representations and warranties other than Specified Representations or the occurrence of any Default or Event of Default other than, warrantiesto the extent set forth in the applicable covenant, defaults an Event of Default under Section 8.01(a) or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assetsSection 8.01(f), in each casethe case of clauses (i) and (ii), in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, at the option of if the Borrower (the Borrower’s election has made an LCA Election with respect to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder (including, in the case of calculating Consolidated Adjusted EBITDA, the reference date for determining which Test Period shall be the most recently ended Test Period for purposes of making such calculation) shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred (with respect to income statement items) at the beginning of of, or (with respect to balance sheet items) on the last day of, the most recent Test Period test period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio, cash amount, basket or representation and warranty, such ratio, cash amount, basket or representation and warranty shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios, cash amount, baskets or representations and warranties for which compliance was determined or tested as of the LCA Test Date would thereafter have failed to have been satisfied as a result of fluctuations in any such ratio, cash amount or basket, including due to fluctuations in Consolidated Adjusted EBITDA or Consolidated Total Assets, at or prior the consummation of the relevant transaction or action, such cash amount, basket, ratios or representations or warranties will not be deemed to have failed to have been satisfied as a result of such fluctuations. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test cash amount or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires, or the date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Acquisition expires or is terminated passes, in each case without the consummation of such Limited Condition Acquisition, any such ratioratio (including the financial covenant under Section 7.08), test such cash amount or basket (x) shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereofthere) have been consummated and (y) with respect to the making of dividends only (and only until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming is terminated), also on a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedtherewith.

Limited Condition Acquisition. For purposes of (i) determining compliance measuring the relevant ratios and baskets with respect to the incurrence of any ratio Indebtedness (including any Incremental Facilities) or test (includingLiens or the making of any acquisitions or other Investments, without limitationRestricted Payments, prepayments of subordinated or junior Indebtedness, Asset Sales or fundamental changes or the Total Net Leverage Ratio and the amount available under the Available Amount), designation of any Restricted Subsidiaries or Unrestricted Subsidiaries or (ii) determining compliance with representations, warranties, defaults representations and warranties or events the occurrence of any default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage Event of total assets)Default, in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder hereunder, shall at Borrower’s option be deemed to be the date the definitive agreements for such Limited Condition Acquisition (which (x) in the case of a takeover offer governed by the City Code shall be the date of the applicable press release made by or on behalf of bidder announcing a firm intention to implement a scheme or arrangement or, as the case may be, make an offer, in each case in accordance with Rule 2.7 of the City Code and (y) in the case of any other public takeover or tender offer shall (at the election of the Borrower) be the date of the applicable offer announcement or the applicable offer document (or any substantially equivalent document in the applicable jurisdiction)) are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period test period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio, basket, representation or warranty, such ratio, basket, representation or warranty shall be deemed to have been complied with. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated and tested both on (A) a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have has been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2B) assuming on a standalone basis without given effect to such Limited Condition Acquisition and the other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedtherewith.

Limited Condition Acquisition. For In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Company, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Company has exercised its option under the first sentence of this Section 121, and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any ratio or test (including, without limitationprovision of this Indenture which requires the calculation of the Consolidated Coverage Ratio, the Total Net Consolidated Secured Leverage Ratio and or the amount available under the Available Amount), Consolidated Total Leverage Ratio; or (ii) determining compliance with representations, warranties, defaults or events of default or testing baskets set forth in this Indenture (iii) testing availability under the baskets (including, without limitation, including baskets measured as a percentage of total assetsConsolidated Total Assets), ; in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period four consecutive fiscal quarters of the Company ending prior to the LCA Test DateDate for which consolidated financial statements of the Company are available, the Company could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Company has made an LCA Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Company or the Person subject to such Limited Condition Acquisition or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such baskets, ratios or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Company has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Company or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance In connection with any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, action being taken in connection with a Limited Condition Acquisition permitted under Acquisition, for purposes of determining compliance with any provision of this AgreementAgreement which requires (i) that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower Parent (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be satisfied so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and no Default or Event of Default under Section 8.1(a), and(f) or (g) exists or would result therefrom on the date any related New Term Loans are advanced or (ii) the calculation of the Net Cash Flow Leverage Ratio and the Cash Interest Coverage Ratio, compliance with in each case, at the option of the Parent, the date of determination of whether any such ratio, test or basket action is permitted hereunder shall be determined deemed to be the LCA Test Date and if, after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period four consecutive fiscal quarters ending prior to the LCA Test DateDate for which consolidated financial statements of the Parent are available, the Parent could have taken such action on the relevant LCA Test Date in compliance with such ratio, such ratio shall be deemed to have been complied with. If the Borrower has made a Parent makes an LCA Election, then in connection with any subsequent calculation of any ratio, test or basket on or availability with respect to any transaction following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be calculated satisfied on a Pro Forma Basis both pro forma basis (1i) assuming that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2ii) assuming that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have not been consummated. For the avoidance of doubt, notwithstanding anything in this Section 4.4 to the contrary, the requirements of Section 6.2 are required to be satisfied in connection with any extensions of credit other than the New Term Loans the proceeds of which are or will be used to finance a Limited Condition Acquisition, it being understood that the only conditions to funding such New Term Loans shall be those set forth in the Incremental Amendment executed and delivered in connection with such New Term Loans.

Limited Condition Acquisition. For purposes of (i) determining compliance with In the event that the Company notifies the Agent in writing that any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with proposed Acquisition is a Limited Condition Acquisition permitted under and that the Company wishes to test the conditions to such Acquisition and the Indebtedness that is to be used to finance such Acquisition in accordance with this AgreementSection 1.5, at then, so long as agreed to by the option of Agent and the Borrower (the Borrower’s election to exercise lenders providing such option in connection with any Limited Condition Acquisition, a “LCA Election”)Indebtedness, the date of determination of whether following provisions shall apply: (a) (a) any such action is permitted hereunder shall be deemed condition to be the date the definitive agreements for such Limited Condition Acquisition are entered into or such Indebtedness that requires that no Default or Event of Default shall have occurred and be continuing at the time of such Limited Condition Acquisition or the incurrence of such Indebtedness, shall be satisfied if (i) no Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition (the “LCA Test Date”)) and (ii) no Event of Default under any of Section 14.1.1, and, compliance with such ratio, test 14.1.8 or basket 14.1.9 shall have occurred and be determined continuing both immediately before and immediately after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into any Indebtedness incurred in connection therewith (including any such additional Indebtedness); (b) (b) any condition to such Limited Condition Acquisition or such Indebtedness that the representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of consummation of such Limited Condition Acquisition or the incurrence of Debt such Indebtedness shall be deemed satisfied if (i) all representations and warranties in this Agreement and the use of proceeds thereofother Loan Documents are true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects) as if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with any subsequent calculation or if such representation speaks as of any ratioan earlier date, test or basket on or following the relevant LCA Test Date as of such earlier date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) as of the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated without the of consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1A) assuming the representations and warranties under the relevant definitive agreement governing such Limited Condition Acquisition as are material to the lenders providing such Indebtedness shall be true and other transactions in connection therewith (including any incurrence of Debt and correct, but only to the use of proceeds thereof) have been consummated until extent that the Company or its applicable Subsidiary has the right to terminate its obligations under such time as the applicable Limited Condition Acquisition has actually closed agreement or the definitive agreement with respect thereto has expired or been terminated and (2) assuming otherwise decline to close such Limited Condition Acquisition as a result of a breach of such representations and other transactions warranties or the failure of those representations and warranties to be true and correct and (B) the Specified Representations shall be true and correct in connection therewith all material respects (including except for any incurrence of Debt representation and the use of proceeds thereof) have not been consummated.warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects); (c)

Limited Condition Acquisition. For purposes In the event that the US Borrower notifies the Agent in writing (such notice to be delivered to the Agent not less than ten (10) days prior to the date of (iexecution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition) determining compliance with that any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with proposed Permitted Acquisition is a Limited Condition Acquisition permitted under this Agreement, at and that the option of US Borrower wishes to test the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect conditions to such Limited Condition Acquisition and the other transactions availability of the Loans (it being understood and agreed that no Revolving Credit Loans may be used for a Limited Condition Acquisition) that are to be entered into used to finance such Limited Condition Acquisition in accordance with this Section, the following provisions shall apply: (a) any condition to such Limited Condition Acquisition or such Loan (it being understood and agreed that no Revolving Credit Loans may be used for a Limited Condition Acquisition) that requires that no Potential Default or Event of Default shall have occurred and be continuing at the time of such Limited Condition Acquisition or the incurrence of such Loan (including, without limitation, Section 4.01 and Section 6.06(iii)(A) hereof), shall be satisfied if (i) no Potential Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition, and (ii) no Event of Default shall have occurred and be continuing under Sections 7.01(a), (b), (c), (k), (m) or (n) hereof both before and after giving effect to such Limited Condition Acquisition and any Loans incurred in connection therewith (including any Additional Increase); (b) any condition to such Limited Condition Acquisition or such Loan (it being understood and agreed that no Revolving Credit Loans may be used for a Limited Condition Acquisition) that the representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of such Acquisition or the incurrence of Debt such Loan (including, without limitation, Section 4.01 and Section 6.06(iii)(A) hereof) shall be subject to customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including, without limitation, a condition that the representations and warranties under the relevant agreements relating to such Limited Condition Acquisition as are material to the lenders providing such Loans shall be true and correct, but only to the extent that the US Borrower or its applicable Subsidiary has the right to terminate its obligations under such agreement as a result of a breach of such representations and warranties or the failure of those representations and warranties to be true and correct), so long as all representations and warranties in this Agreement and the use of proceeds thereofother Loan Documents are true and correct in all material respects (except for those representations and warranties which are already qualified by materiality and which shall be true and correct in all respects) as if they occurred at the beginning time of the most recent Test Period ending execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition; (c) any financial ratio test or condition to such Limited Condition Acquisition or the incurrence of such Loans (it being understood and agreed that no Revolving Credit Loans may be used for a Limited Condition Acquisition), may upon the written election of the US Borrower delivered to the Agent not less than ten (10) days prior to the LCA Test Date. If execution of the definitive agreement for such Acquisition, be tested either (i) upon the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition or (ii) upon the consummation of the Limited Condition Acquisition and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of 270134563 Indebtedness, on a pro forma basis; provided that the failure to deliver a notice under this Section prior to the date of execution of the definitive agreement for such Limited Condition Acquisition shall be deemed an election to test the applicable financial ratio under clause (ii) of this Section; and (d) if the US Borrower has made an election with respect to any Limited Condition Acquisition to test a LCA Electionfinancial ratio test or condition at the time specified in clause (c)(i) of this Section, then in connection with any subsequent calculation of any ratio, test ratio (excluding any ratio used in determining the Applicable Margin or compliance with the covenant in Section 5.14) or basket on or following the relevant LCA Test Date date of execution of the definitive agreement with respect to such Limited Condition Acquisition and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Debt and the use of proceeds thereofIndebtedness) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For Notwithstanding anything to the contrary in this Agreement, in connection with any action being taken in connection with a Limited Condition Acquisition (other than (a) the making by any Lender or Issuing Bank, as applicable, of any Credit Extension unless otherwise agreed by such Lender or Issuing Bank and (b) determining Excess Availability for purposes of the Payment Conditions, other than with respect to any Limited Condition Acquisition that is to be financed solely with proceeds of newly committed financing not constituting Revolving Commitments hereunder), for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of any financial ratio or test (includingtest, without limitationincluding the Fixed Charge Coverage Ratio, the Total Net Leverage Consolidated Senior Secured Debt Ratio and the amount available under the Available Amount), Term Loan Fixed Charge Coverage Ratio; (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to EBITDA or Consolidated Total Assets); or (iii) determining other compliance with this Agreement (including the baskets determination that no Default or Event of Default (includingor any type of Default or Event of Default) has occurred, without limitation, baskets measured as a percentage of total assets), is continuing or would result therefrom) or if the representations and warranties are true and correct; in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower Borrowers (the Borrower’s Borrowers’ election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be made in the date case of any Acquisition (including by way of merger or amalgamation) or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith), at the time of (or, in the case of any calculation or any financial ratio or test, with respect to, or as of the last day of, the most recently ended four quarter fiscal period at the time of) either (x) the execution of the definitive agreements for agreement with respect to such Limited Condition Acquisition are entered into or Investment, (y) the public announcement of an intention to make an offer in respect of the target of such Acquisition or Investment or (z) the consummation of such acquisition or Investment (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect to such for the Limited Condition Acquisition (and the other transactions to be entered into in connection therewith (including therewith), the Borrowers or any incurrence of Debt their respective Restricted Subsidiaries would have been permitted to take such action on the relevant LCA Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrowers have made an LCA Election and the use of proceeds thereof) as if they occurred at the beginning any of the most recent ratios, tests or baskets for which compliance was determined or tested as of the LCA Test Period ending Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in EBITDA or Consolidated Total Assets of such Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the LCA Test Dateconsummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has Borrowers have made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test or basket on availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers or amalgamations, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrowers, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement agreement, public announcement or irrevocable notice for such Limited Condition Acquisition is terminated, revoked or expires or is terminated without the consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be calculated satisfied on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance with In the event that the Company notifies the Agent in writing that any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with proposed Acquisition is a Limited Condition Acquisition permitted under and that the Company wishes to test the conditions to such Acquisition and the Indebtedness that is to be used to finance such Acquisition in accordance with this AgreementSection 1.5, at then, so long as agreed to by the option of Agent and the Borrower (the Borrower’s election to exercise lenders providing such option in connection with any Limited Condition Acquisition, a “LCA Election”)Indebtedness, the date of determination of whether following provisions shall apply: (a) any such action is permitted hereunder shall be deemed condition to be the date the definitive agreements for such Limited Condition Acquisition are entered into or such Indebtedness that requires that no Default or Event of Default shall have occurred and be continuing at the time of such Limited Condition Acquisition or the incurrence of such Indebtedness, shall be satisfied if (i) no Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition (the “LCA Test Date”)) and (ii) no 52 110393723.6 0063724-00082 115525625.4 0063724-00082 Event of Default under any of Section 14.1.1, and, compliance with such ratio, test 14.1.8 or basket 14.1.9 shall have occurred and be determined continuing both immediately before and immediately after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into any Indebtedness incurred in connection therewith (including any such additional Indebtedness); (b) any condition to such Limited Condition Acquisition or such Indebtedness that the representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of consummation of such Limited Condition Acquisition or the incurrence of Debt such Indebtedness shall be deemed satisfied if (i) all representations and warranties in this Agreement and the use of proceeds thereofother Loan Documents are true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects) as if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If , or if such representation speaks as of an earlier date, as of such earlier date and (ii) as of the Borrower date of consummation of such Limited Condition Acquisition, (A) the representations and warranties under the relevant definitive agreement governing such Limited Condition Acquisition as are material to the lenders providing such Indebtedness shall be true and correct, but only to the extent that the Company or its applicable Subsidiary has made the right to terminate its obligations under such agreement or otherwise decline to close such Limited Condition Acquisition as a result of a breach of such representations and warranties or the failure of those representations and warranties to be true and correct and (B) the Specified Representations shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects); (c) any financial ratio test or condition to be tested in connection with such Limited Condition Acquisition and the availability of such Indebtedness will be tested as of the LCA ElectionTest Date, then in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a Pro Forma Basis where applicable, and, for the avoidance of doubt, (i) such ratios and baskets shall not be tested at the time of consummation of such Limited Condition Acquisition and (ii) if any of such ratios are exceeded or conditions are not met following the LCA Test Date, but prior to the closing of such Limited Condition Acquisition, as a result of fluctuations in such ratio or amount (including due to fluctuations in EBITDAR of the Company or the Person subject to such Limited Condition Acquisition), at or prior to the consummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded and such conditions will not be deemed unmet as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; (d) except as provided in the next sentence, in connection with any subsequent calculation of any ratio, test ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) and the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereofIndebtedness) have not been consummated.. Notwithstanding the foregoing, any calculation of a ratio in connection with determining the Applicable Margin and determining whether or not the Company is in compliance with the 53 110393723.6 0063724-00082 115525625.4 0063724-00082

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available AmountRatio), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, When calculating the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)any basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether such basket or ratio and of any such action is permitted hereunder shall be deemed to Default or Event of Default shall, at the option of Holdings, be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance and such baskets or ratios shall be calculated with such ratio, test or basket shall be determined pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending prior applicable period for purposes of determining the ability to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with consummate any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of Holdings or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is consummated permitted hereunder and (y) such baskets or (ii) ratios shall not be tested at the date that the definitive agreement for time of consummation of such Limited Condition Acquisition expires or is terminated without related transactions; provided, further, that if Holdings elects to have such determinations occur at the time of entry into such definitive agreement, any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For (a) Notwithstanding anything to the contrary in this Agreement but subject to Section 1.09(c), for purposes of (i) determining compliance with any ratio or test (including, without limitation, provision of this Agreement that requires the Total Net calculation of the Consolidated Leverage Ratio and or the amount available under the Available Amount)Consolidated Fixed Charge Coverage Ratio, (ii) determining compliance with representations, warranties, defaults or events of default or (iiiii) testing availability under the baskets set forth herein (including, without limitation, baskets measured as a percentage in each case with respect to the incurrence of total assetsdebt pursuant to Section 2.16), in each case, in connection with a Permitted Acquisition or Investment by the Loan Parties, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such acquisition, a “Limited Condition Acquisition permitted under this AgreementAcquisition”), at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action Limited Condition Acquisition is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period Fiscal Quarter ending prior to before the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with for such Limited Condition Acquisition; provided that, no LCA Test Date may occur more than 120 days before consummation of the applicable Limited Condition Acquisition or Investment. (b) Subject to Section 1.09(c), to avoid doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date (including with respect to the incurrence of any Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) at or before consummation of the relevant transaction or action, such ratios or baskets will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket (other than maintenance testing of the financial covenants in Section 7.11) on or following the relevant LCA Test Date and prior to before the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be (x) calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated consummated, and (2y) calculated (and tested) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have not been consummated, as applicable; provided that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made and the test set forth in the immediately preceding clause (x)) Consolidated EBITDA of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed. (c) Notwithstanding any other provision of this Section 1.09, (a) the aggregate consideration for (i) each Limited Condition Acquisition may not exceed $[***], and (ii) all Limited Condition Acquisitions in any Fiscal Year of the Borrower may not exceed $[***], and (b) this Section 1.09 is subject to Section 7.18.

Limited Condition Acquisition. For purposes of (ia) determining compliance with In the event that the Borrower notifies the Administrative Agent in writing that any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with proposed acquisition is a Limited Condition Acquisition permitted under this Agreement, at the option of and that the Borrower (wishes to test the Borrower’s election conditions to exercise such option Limited Condition Acquisition and any Indebtedness or Liens incurred, the making of any Investments, Restricted Payments or fundamental changes or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries substantially concurrently with such Limited Condition Acquisition in connection with any such Limited Condition AcquisitionAcquisition in accordance with this Section 1.6 (such notification, a an “LCA Election”), then, so long as agreed to by the date of determination of whether lenders providing such Indebtedness (if any), the following provisions shall apply: (i) any such condition to any action is permitted hereunder shall be deemed to be the date the definitive agreements for being taken in connection with such Limited Condition Acquisition are entered into (including the incurrence of Indebtedness) that requires that no Default or Event of Default, as applicable, shall have occurred, be continuing at the time of such Limited Condition Acquisition or would result therefrom or the incurrence of such Indebtedness, shall be satisfied if no Default or Event of Default, as applicable, exists at the time of the execution of the definitive agreements governing such Limited Condition Acquisition (such date, the “LCA Test Date”), and, compliance . (ii) any financial ratio test (including any such test calculated in determining amounts under baskets) or financial condition to any action in connection with such ratio, test or basket shall be determined after giving Pro Forma Effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any the incurrence of Debt and the use of proceeds thereofIndebtedness) as if they occurred at the beginning of the most recent Test Period ending prior to shall be tested on the LCA Test Date. If ; (iii) notwithstanding the Borrower has made foregoing, in the event a LCA ElectionLimited Condition Acquisition is elected, then any calculation of a ratio or basket not in connection with any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and such Limited Condition Acquisition that is made prior to the earlier of (i1) the date on which such Limited Condition Acquisition is consummated or (ii2) the date that the definitive agreement for such Limited Condition Acquisition expires is terminated, in connection with (x) determining whether or not Borrower is terminated without in compliance with the consummation of such Limited Condition Acquisition, any such ratio, test or basket financial covenant set forth in Section 5.9 shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Debt Indebtedness) have not been consummated, (y) determining whether the Borrower or its Restricted Subsidiaries may make a Restricted Payment shall be calculated both (1) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Debt Indebtedness and the use of proceeds thereof) have not been consummatedconsummated and (z) calculating Restricted Payments, the Consolidated Net Income and Consolidated EBITDA shall not be included. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations in Consolidated EBITDA of the Borrower or of the target of any Limited Condition Acquisition) after the LCA Test Date, but at or prior to the consummation of the Limited Condition Acquisition, such basket or ratio will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios improve as a result of such fluctuations, such improved ratios may be utilized; and (iv) any requirement under this Agreement or any other Credit Document that the representations and warranties be true and correct as a condition precedent to such Limited Condition Acquisition or any action in connection therewith (including the incurrence and the availability of such Indebtedness) shall be limited to those representations and warranties, the accuracy of which is customarily included as a condition precedent to the incurrence or availability of third party acquisition financings that are subject to customary “funds certain provisions” (including, without limitation, certain specified representations and warranties under this Agreement and the representations and warranties under the relevant agreement governing such acquisition that are material to the lenders providing such Indebtedness to the extent that the Borrower or its applicable Restricted Subsidiary has the right to terminate its obligations under such agreement or otherwise decline to close such Limited Condition Acquisition as a result of the failure of such representations and warranties to be true and correct), so long as all representations and warranties in this Agreement and the other Credit Documents are true and correct in all material respects (except for any such representation or warranty is qualified by Material Adverse Effect or materiality which shall be true and correct in all respects) at the time of execution of the relevant agreement governing such Limited Condition Acquisition (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date). (b) The foregoing provisions shall apply with similar effect during the pendency of multiple Limited Condition Acquisitions such that each of the possible scenarios is separately tested.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, Solely in the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option case of the Borrower (the Borrower’s election to exercise such option in connection with any consummation of a Limited Condition Acquisition, a “if the Borrower has made an LCA Election”), (a) the Senior Secured Leverage Ratio and Leverage Ratio, to the extent required to be tested in connection therewith, shall be calculated on a pro forma basis and tested as of the date of determination execution of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements agreement(s) for such Limited Condition Acquisition are entered into (as if such transaction and other pro forma events in connection therewith were consummated on such date) (such date, the “LCA Test Date”), and, (b) for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such ratioaction, test or basket as applicable, such condition shall be determined deemed satisfied, so long as no Event of Default exists on the LCA Test Date, and immediately after giving Pro Forma Effect to effect to, the consummation of such Limited Condition Acquisition and no Specified Event of Default shall have occurred immediately prior to the consummation of such Limited Condition Acquisition, and (c) for purposes of determining compliance with any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party set forth in this Agreement or in any other Loan Document be true and correct, such condition shall be deemed satisfied, so long as (x) the representations and warranties in this Agreement and the other transactions to be Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier therein) as of the LCA Test Date and (y) the “specified acquisition representations” (or such similar term as customarily defined in the definitive agreements entered into in connection therewith (including any incurrence of Debt with such Limited Condition Acquisitions) and the use Specified Representations (modified solely to the extent necessary to reflect the applicable terms of proceeds thereofsuch Limited Condition Acquisition as set forth in the definitive agreement(s) as if they occurred governing such transaction) are true and correct in all material respects (without duplication of any materiality qualifier therein), at the beginning time of, and immediately after giving effect to, the consummation of the most recent Test Period ending prior to the LCA Test Datesuch Limited Condition Acquisition. If the a Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket in connection with any subsequent Limited Condition Acquisition to be entered into on or following the relevant such LCA Test Date for any such original acquisition and prior to the earlier of (i) the date on which such original Limited Condition Acquisition is consummated or and (ii) the date that the definitive agreement for such original Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both pro forma basis (1x) assuming that such Limited Condition Acquisition and other transactions in connection therewith (has been consummated, including any incurrence of Debt Indebtedness and the use of the proceeds thereofthereof and the Consolidated Adjusted EBITDA and Consolidated Net Income of the target of such Limited Condition Acquisition, and (y) have been consummated until assuming that such time as the applicable original Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated, excluding Consolidated Adjusted EBITDA and Consolidated Net Income of the target and any Indebtedness to be incurred.

Limited Condition Acquisition. For a. Notwithstanding anything to the contrary in this Agreement but subject to Section 1.09(c), for purposes of (i) determining compliance with any ratio or test (including, without limitation, provision of this Agreement that requires the Total Net calculation of the Consolidated Leverage Ratio and or the amount available under the Available Amount)Consolidated Fixed Charge Coverage Ratio, (ii) determining compliance with representations, warranties, defaults or events of default or (iiiii) testing availability under the baskets set forth herein (including, without limitation, baskets measured as a percentage in each case with respect to the incurrence of total assetsdebt pursuant to Section 2.16), in each case, in connection with a Permitted Acquisition or Investment by the Loan Parties, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such acquisition, a “Limited Condition Acquisition permitted under this AgreementAcquisition”), at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action Limited Condition Acquisition is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period Fiscal Quarter ending prior to before the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with for such Limited Condition Acquisition; provided that, no LCA Test Date may occur more than 120 days before consummation of the applicable Limited Condition Acquisition or Investment. b. Subject to Section 1.09(c), to avoid doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date (including with respect to the incurrence of any Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) at or before consummation of the relevant transaction or action, such ratios or baskets will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket (other than maintenance testing of the financial covenants in Section 7.11) on or following the relevant LCA Test Date and prior to before the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be (x) calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated consummated, and (2y) calculated (and tested) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have not been consummated, as applicable; provided that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made and the test set forth in the immediately preceding clause (x)) Consolidated EBITDA of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed. c. Notwithstanding any other provision of this Section 1.09, (a) the aggregate consideration for (i) each Limited Condition Acquisition may not exceed $[***], and (ii) all Limited Condition Acquisitions in any Fiscal Year of the Borrower may not exceed $[***], and (b) this Section 1.09 is subject to Section 7.18.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, When calculating the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)any basket or ratio under this Indenture, in each case, in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such basket or ratio and of any Default or Event of Default shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionIssuer, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with and such ratio, test baskets or basket ratios shall be determined calculated on a Pro Forma Basis after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test applicable Reference Period ending prior for purposes of determining the ability to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with consummate any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in Consolidated EBITDA or Total Assets of the Issuer or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is consummated permitted hereunder and (y) such baskets or (ii) ratios shall not be tested at the date that the definitive agreement for time of consummation of such Limited Condition Acquisition expires or is terminated without related transactions; provided, further, that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement, any such transactions (including any Incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, Notwithstanding anything to the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)contrary herein, in each casethe case of the incurrence of any Indebtedness (other than under any Incremental Facilities, which shall remain subject to the terms of Section 2.20 with respect to the impact, if any, of a Limited Condition Acquisition) or Liens or the making of any Permitted Acquisitions or other permitted Investments or fundamental changes in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, at the option of if the Borrower (the Borrower’s election has made an LCA Election with respect to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”)the relevant ratios and the component amounts thereof (including Consolidated EBITDA, Annual Recurring Revenue, the date of determination of whether First Lien Annual Recurring Revenue Leverage Ratio, Total Net Annual Recurring Revenue Leverage Ratio, Consolidated Total Funded Indebtedness or Consolidated Interest Expense (in each case)) (but other than any such action is permitted hereunder Financial Covenant under Section 6.08 (other than pro forma compliance with any Financial Covenant as a condition to effecting any transaction)) and baskets shall be deemed to be determined as of the date the definitive agreements for such Limited Condition Acquisition are entered into and effective (and not, for the avoidance of doubt, the date of consummation of any Limited Condition Acquisition) (the “LCA Test Date”), and, compliance with such ratio, test or basket and shall be determined after giving calculated on a Pro Forma Effect to Basis assuming such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at were consummated on such LCA Test Date (but, for the beginning avoidance of the most recent Test Period ending prior doubt, without giving effect to the LCA Test Date. If cash proceeds of any indebtedness incurred to finance such Limited Condition Acquisition for the purposes of cash netting in the determination of any leverage multiples); provided that, (i) if the Borrower has made a an LCA Election, then in connection with any subsequent the calculation of any ratio, test ratio or basket with respect to the incurrence of any other Indebtedness or Liens, or the making of any Permitted Acquisitions or other permitted Investments, Dividends, Restricted Debt Payments, Asset Sales or other sales or dispositions of assets or fundamental changes on or following the relevant applicable LCA Test Date and on prior to the earlier of (ix) the date on which such Limited Condition Acquisition is consummated or (iiy) the date that the definitive agreement (or in the case of a Limited Condition Acquisition that involves some other manner of establishing a binding obligation under local law, such other binding obligation to consummate such transaction) for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisitionor expires, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1I) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2II) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have not been consummated (in which case such ratios or baskets, as applicable, relating to such subsequent transaction shall be required to be satisfied under both the preceding clauses (I) and (II) to be in compliance with the terms of this Agreement) and (ii) no Event of Default shall exist on the LCA Test Date and no Event of Default under Section 8.01(a), (b), (g) or (h) shall exist the date on which such Limited Condition Acquisition is consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance with In the event that the Company notifies the Agent in writing that any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with proposed Acquisition is a Limited Condition Acquisition permitted under and that the Company wishes to test the conditions to such Acquisition and the Indebtedness that is to be used to finance such Acquisition in accordance with this AgreementSection 1.5, at then, so long as agreed to by the option of Agent and the Borrower (the Borrower’s election to exercise lenders providing such option in connection with any Limited Condition Acquisition, a “LCA Election”)Indebtedness, the date of determination of whether following provisions shall apply: (a) any such action is permitted hereunder shall be deemed condition to be the date the definitive agreements for such Limited Condition Acquisition are entered into or such Indebtedness that requires that no Default or Event of Default shall have occurred and be continuing at the time of such Limited Condition Acquisition or the incurrence of such Indebtedness, shall be satisfied if (i) no Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition 50 115525625.4 0063724-00082 agreement governing such Limited Condition Acquisition (the “LCA Test Date”)) and (ii) no Event of Default under any of Section 14.1.1, and, compliance with such ratio, test 14.1.8 or basket 14.1.9 shall have occurred and be determined continuing both immediately before and immediately after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into any Indebtedness incurred in connection therewith (including any such additional Indebtedness); (b) any condition to such Limited Condition Acquisition or such Indebtedness that the representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of consummation of such Limited Condition Acquisition or the incurrence of Debt such Indebtedness shall be deemed satisfied if (i) all representations and warranties in this Agreement and the use of proceeds thereofother Loan Documents are true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects) as if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If , or if such representation speaks as of an earlier date, as of such earlier date and (ii) as of the Borrower date of consummation of such Limited Condition Acquisition, (A) the representations and warranties under the relevant definitive agreement governing such Limited Condition Acquisition as are material to the lenders providing such Indebtedness shall be true and correct, but only to the extent that the Company or its applicable Subsidiary has made the right to terminate its obligations under such agreement or otherwise decline to close such Limited Condition Acquisition as a result of a breach of such representations and warranties or the failure of those representations and warranties to be true and correct and (B) the Specified Representations shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects); (c) any financial ratio test or condition to be tested in connection with such Limited Condition Acquisition and the availability of such Indebtedness will be tested as of the LCA ElectionTest Date, then in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a Pro Forma Basis where applicable, and, for the avoidance of doubt, (i) such ratios and baskets shall not be tested at the time of consummation of such Limited Condition Acquisition and (ii) if any of such ratios are exceeded or conditions are not met following the LCA Test Date, but prior to the closing of such Limited Condition Acquisition, as a result of fluctuations in such ratio or amount (including due to fluctuations in EBITDAR of the Company or the Person subject to such Limited Condition Acquisition), at or prior to the consummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded and such conditions will not be deemed unmet as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; (d) except as provided in the next sentence, in connection with any subsequent calculation of any ratio, test ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) and the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereofIndebtedness) have not been consummated.. Notwithstanding the foregoing, any calculation of a ratio in connection with determining the 51 115525625.4 0063724-00082

Limited Condition Acquisition. For In connection with any action being taken solely in connection with a Limited Condition Acquisition, for purposes of of: (ia) determining compliance with any ratio or test provision of this Agreement which requires the calculation of Consolidated EBITDA (including, without limitation, tests measured as a percentage of Consolidated EBITDA) or any financial ratio or test, including the Total Consolidated First Lien Net Leverage Ratio, the Consolidated Net Leverage Ratio and the amount available under the Available AmountConsolidated Interest Coverage Ratio (including, without limitation, Section 2.18), ; (ii) determining compliance with representations, warranties, defaults or events of default or (iiib) testing availability under the baskets set forth in this Agreement (including, without limitation, baskets measured as a percentage of total assetsConsolidated Total Assets); or (c) determining other compliance with this Agreement (including the determination that no Default or Event of Default (or any type of Default or Event of Default) has occurred, is continuing or would result therefrom); in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA LCT Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending four fiscal quarter period ended prior to the LCA LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such test, ratio or basket, such test, ratio or basket shall be deemed to have been complied with. If the Borrower has made an LCT Election and any of the tests, ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a LCA Electionresult of fluctuations in any such test, ratio or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower and its Subsidiaries, at or prior to the consummation of the relevant transaction or action, such tests, baskets or ratios will be deemed not to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken. If the Borrower has made an LCT Election for any Limited Condition Acquisition, then (x) in connection with any subsequent calculation of any ratiotest, test ratio or basket availability with respect to the incurrence of Indebtedness or creation of Liens, or the making of Investments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, or the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness on or following the relevant LCA LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such test, ratio or basket shall be tested by calculating the availability under such test, ratio or basket on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof) and (y) in connection with any calculation of any ratio, test or basket availability with respect to the making of Restricted Payments following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether the making of such Restricted Payment is permitted under this Agreement, any such test, ratio or basket shall be required to be calculated tested by calculating the availability under such test, ratio or basket on a Pro Forma Basis both (1i) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2ii) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated. In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default, or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. If the Borrower has exercised its option under this Section 1.7, and any Default, Event of Default or specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder.

Limited Condition Acquisition. For purposes of (i) determining compliance In connection with any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, action being taken in connection with a Limited Condition Acquisition, for purposes of (a) determining compliance with any provision of this Agreement which requires the calculation of any financial ratio or metric, (b) determining the accuracy of representations or warranties (except customary “specified representations” and those representations included in the acquisition agreement related to such Limited Condition Acquisition permitted that are material to the interests of the Lenders and only to the extent that Borrower or its applicable Subsidiary has the right to terminate its obligations under this Agreementsuch acquisition agreement as a result of a breach of such representations), or (c) determining whether a Default or Event of Default (except with respect to an Event of Default under Section 7.01(a), (b), (h), (i) or (j)) shall have occurred and be continuing, at the option of the Borrower (and, if the Borrower elects to exercise such option, such option shall be exercised on or prior to the date on which the definitive agreement for such Limited Condition Acquisition is executed) (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), then notwithstanding anything else to the contrary contained in this Agreement, the date of determination of whether any such action is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending period of four fiscal quarters then ended prior to the LCA Test DateDate for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratiobasket availability with respect to the incurrence of Indebtedness, test the grant of Liens, or basket the making of Investments, Restricted Payments, Dispositions, mergers and consolidations or other transfer of all or substantially all of the assets of Borrower or any Subsidiary on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis pro forma basis assuming both (1) assuming that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For In connection with any action being taken in connection with a Limited Condition Acquisition and any related transactions (including any financing thereof), for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Company, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date a definitive agreement for such Limited Condition Acquisition is entered into. For the avoidance of doubt, if the Company has exercised its option under the first sentence of this Section 121, and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Acquisition and any related transactions (including any financing thereof), for purposes of: (i) determining compliance with any ratio or test (including, without limitationprovision of this Indenture which requires the calculation of the Consolidated Coverage Ratio, the Total Net Consolidated Secured Leverage Ratio and or the amount available under the Available Amount), Consolidated Total Leverage Ratio; or (ii) determining compliance with representations, warranties, defaults testing any basket or events of default or ratio set forth in this Indenture (iii) testing availability under the baskets (including, without limitation, including baskets measured as a percentage of total assetsFour Quarter Consolidated EBITDA), ; in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period four consecutive fiscal quarters ending prior to the LCA Test DateDate for which consolidated financial statements of the Company are available, the Company could have taken such action on the relevant LCA Test Date in compliance with such ratio, basket and/or percentage, such ratio, basket and/or percentage shall be deemed to have been complied with. For the avoidance of doubt, if the Company has made an LCA Election and any of the ratios, baskets, amounts and/or percentages for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio, basket and/or percentage, including due to fluctuations in Consolidated EBITDA of the Company or the Person subject to such Limited Condition Acquisition or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such ratios, baskets, amounts and/or percentages will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Company has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket availability and/or percentage with respect to the Incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Company or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test or basket and/or percentage shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, Notwithstanding anything to the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)contrary herein, in each casethe case of the incurrence of any Indebtedness (other than under any Incremental Facilities, which shall remain subject to the terms of Section 2.20 with respect to the impact, if any, of a Limited Condition Acquisition) or Liens or the making of any Permitted Acquisitions or other permitted Investments or fundamental changes in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, at the option of if the Borrower (the Borrower’s election has made an LCA Election with respect to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”)the relevant ratios and the component amounts thereof (including Consolidated EBITDA, Annual Recurring Revenue, the date of determination of whether First Lien Annual Recurring Revenue Leverage Ratio, Total Net Annual Recurring Revenue Leverage Ratio, Consolidated Total Funded Indebtedness or Consolidated Interest Expense (in each case)) (but other than any such action is permitted hereunder Financial Covenant under Section 6.08 (other than pro forma compliance with any Financial Covenant as a condition to effecting any transaction)) and baskets shall be deemed to be determined as of the date the definitive agreements for such Limited Condition Acquisition are entered into and effective (and not, for the avoidance of doubt, the date of consummation of any Limited Condition Acquisition) (the “LCA Test Date”), and, compliance with such ratio, test or basket and shall be determined after giving calculated on a Pro Forma Effect to Basis assuming such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at were consummated on such LCA Test Date (but, for the beginning avoidance of the most recent Test Period ending prior doubt, without giving effect to the LCA Test Date. If cash proceeds of any indebtedness incurred to finance such Limited Condition Acquisition for the purposes of cash netting in the determination of any leverage multiples); provided that, (i) if the Borrower has made a an LCA Election, then in connection with any subsequent the calculation of any ratio, test ratio or basket with respect to the incurrence of any other Indebtedness or Liens, or the making of any Permitted Acquisitions or other permitted Investments, Dividends, Restricted Debt Payments, Asset Sales or other sales or dispositions of assets or fundamental changes on or following the relevant applicable LCA Test Date and on prior to the earlier of (ix) the date on which such Limited Condition Acquisition is consummated or (iiy) the date that the definitive agreement (or in the case of a Limited Condition Acquisition that involves some other manner of establishing a binding obligation under local law, such other binding obligation to consummate such transaction) for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisitionor expires, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1I) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2II) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.such

Limited Condition Acquisition. For purposes In the event that the US Borrower notifies the Agent in writing (such notice to be delivered to the Agent not less than ten (10) days prior to the date of (iexecution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition) determining compliance with that any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with proposed Permitted Acquisition is a Limited Condition Acquisition permitted under this Agreement, at and that the option of US Borrower wishes to test the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect conditions to such Limited Condition Acquisition and the other transactions availability of the Loans (it being understood and agreed that no Revolving Credit Loans may be used for a Limited Condition Acquisition) that are to be entered into used to finance such Limited Condition Acquisition in accordance with this Section, the following provisions shall apply: (a) any condition to such Limited Condition Acquisition or such Loan (it being understood and agreed that no Revolving Credit Loans may be used for a Limited Condition Acquisition) that requires that no Potential Default or Event of Default shall have occurred and be continuing at the time of such Limited Condition Acquisition or the incurrence of such Loan (including, without limitation, Section 4.01 and Section 6.06(iii)(A) hereof), shall be satisfied if (i) no Potential Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition, and (ii) no Event of Default shall have occurred and be continuing under Sections 7.01(a), (b), (c), (k), (m) or (n) hereof both before and after giving effect to such Limited Condition Acquisition and any Loans incurred in connection therewith (including any Additional Increase); (b) any condition to such Limited Condition Acquisition or such Loan (it being understood and agreed that no Revolving Credit Loans may be used for a Limited Condition Acquisition) that the representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of such Acquisition or the incurrence of Debt such Loan (including, without limitation, Section 4.01 and Section 6.06(iii)(A) hereof) shall be subject to customary “SunGard” or other customary applicable “certain funds” conditionality provisions (including, without limitation, a condition that the representations and warranties under the relevant agreements relating to such Limited Condition Acquisition as are material to the lenders providing such Loans shall be true and correct, but only to the extent that the US Borrower or its applicable Subsidiary has the right to terminate its obligations under such agreement as a result of a breach of such representations and warranties or the failure of those representations and warranties to be true and correct), so long as all representations and warranties in this Agreement and the use of proceeds thereofother Loan Documents are true and correct in all material respects (except for those representations and warranties which are already qualified by materiality and which shall be true and correct in all respects) as if they occurred at the beginning time of the most recent Test Period ending execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition; (c) any financial ratio test or condition to such Limited Condition Acquisition or the incurrence of such Loans (it being understood and agreed that no Revolving Credit Loans may be used for a Limited Condition Acquisition), may upon the written election of the US Borrower delivered to the Agent not less than ten (10) days prior to the LCA Test Date. If execution of the definitive agreement for such Acquisition, be tested either (i) upon the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition or (ii) upon the consummation of the Limited Condition Acquisition and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a pro forma basis; provided that the failure to deliver a notice under this Section prior to the date of execution of the definitive agreement for such Limited Condition Acquisition shall be deemed an election to test the applicable financial ratio under clause (ii) of this Section; and (d) if the US Borrower has made an election with respect to any Limited Condition Acquisition to test a LCA Electionfinancial ratio test or condition at the time specified in clause (c)(i) of this Section, then in connection with any subsequent calculation of any ratio, test ratio (excluding any ratio used in determining the Applicable Margin or compliance with the covenant in Section 5.14) or basket on or following the relevant LCA Test Date date of execution of the definitive agreement with respect to such Limited Condition Acquisition and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Debt and the use of proceeds thereofIndebtedness) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Company, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Company has exercised its option under the first sentence of this Section 121, and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any ratio or test (including, without limitationprovision of this Indenture which requires the calculation of the Consolidated Coverage Ratio, the Total Net Consolidated Secured Leverage Ratio and or the amount available under the Available Amount), Consolidated Total Leverage Ratio; or (ii) determining compliance with representations, warranties, defaults or events of default or testing baskets set forth in this Indenture (iii) testing availability under the baskets (including, without limitation, including baskets measured as a percentage of total assetsLTM EBITDA and Foreign LTM EBITDA), ; in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period four consecutive fiscal quarters of the Company ending prior to the LCA Test DateDate for which consolidated financial statements of the Company are available, the Company could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Company has made an LCA Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Company or the Person subject to such Limited Condition Acquisition or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such baskets, ratios or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Company has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Company or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until consummated. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such time information as it may request in order for the applicable Limited Condition Acquisition has actually closed or Trustee to satisfy the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence requirements of Debt and the use of proceeds thereof) have not been consummatedU.S.A. Patriot Act.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, When calculating the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)any basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such basket or ratio and of any Default or Event of Default shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionCompany, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with and such ratio, test baskets or basket ratios shall be determined calculated on a pro forma basis after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereoftherefrom) as if they occurred at the beginning of the most recent Test Period ending prior applicable reference period for purposes of determining the ability to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with consummate any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in the Consolidated EBITDA or Consolidated Total Assets of the Company or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is consummated permitted under this Indenture and (y) such baskets or (ii) ratios shall not be tested at the date that the definitive agreement for time of consummation of such Limited Condition Acquisition expires or is terminated without related transactions; provided, further, that if the Company elects to have such determinations occur at the time of entry into such definitive agreement, then any such transactions (including any incurrence of Indebtedness and the use of proceeds therefrom) shall be deemed to have occurred on the date the definitive agreements are entered into and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition, any unless such ratio, test definitive agreement(s) is terminated or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any or incurrence of Debt and the use of proceeds thereof) have been consummated until Indebtedness or such time as the applicable Limited Condition Acquisition has actually closed other transaction to which pro forma effect is being given is abandoned or the definitive agreement with respect thereto to which the Company has expired or been terminated and (2) assuming delivered an Officer’s Certificate to the Trustee stating that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have transaction will not been consummatedoccur.

Limited Condition Acquisition. For In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 1.04, and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any ratio provision of this Indenture which requires the calculation of the Consolidated Coverage Ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), Consolidated Secured Debt Ratio; or (ii) determining compliance with representations, warranties, defaults or events of default or testing baskets set forth in this Indenture (iii) testing availability under the baskets (including, without limitation, including baskets measured as a percentage of total assetsTotal Assets), ; in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower Issuer (the BorrowerIssuer’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period four consecutive fiscal quarters ending prior to the LCA Test DateDate for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Total Assets of the Issuer or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Issuer has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.”

Limited Condition Acquisition. For purposes of (i) determining compliance with When calculating the availability under any basket or ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)Indenture, in each case, case in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such basket or ratio and of any Default or Event of Default shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionIssuer, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance and such baskets or ratios shall be calculated with such ratio, test or basket shall be determined pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending prior applicable period for purposes of determining the ability to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with consummate any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the Issuer or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is consummated permitted hereunder and (y) such baskets or (ii) ratios shall not be tested at the date that the definitive agreement for time of consummation of such Limited Condition Acquisition expires or is terminated without related transactions; provided, further, that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement, any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under the Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For In connection with determining whether any Limited Condition Acquisition is permitted hereunder and any action being taken in connection with a Limited Condition Acquisition, for purposes of of: (i) determining compliance with any ratio or test (including, without limitation, provision of this Agreement which requires the calculation of the Consolidated Total Net Leverage Ratio and or the amount available under the Available Amount), Senior Secured Net Leverage Ratio; or (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets set forth in this Agreement (including, without limitation, including baskets measured as a percentage of total assetsConsolidated Total Assets, LTM Consolidated EBITDA or Consolidated EBITDA), ; in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements agreement for such Limited Condition Acquisition are is entered into (the “LCA LCT Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA LCT Test DateDate for which consolidated financial statements of the Company are available, the Company could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Company has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in LTM Consolidated EBITDA, Consolidated EBITDA or Consolidated Total Assets of the Company or the Person subject to such Limited Condition Acquisition, after the LCT Test Date and at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have failed to have been satisfied as a result of such fluctuations. If the Borrower Company has made a LCA Electionan LCT Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test event or basket on or following transaction occurring after the relevant LCA LCT Test Date and prior to the earlier of (ix) the date on which such Limited Condition Acquisition is consummated or and (iiy) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Acquisition is terminated, expires or is terminated passes, as applicable, without the consummation of such Limited Condition AcquisitionAcquisition (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving pro forma effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis satisfied both (1i) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have has not been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2ii) on a Pro Forma Basis assuming such Limited Condition Acquisition and any other transactions pro forma events in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated. In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement (other than any Credit Extension under the Revolving Facility) which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, or that the representations and warranties be true and correct, such condition shall, at the option of the Company, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists or that the representations and warranties are true and correct, as applicable, on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Company has made an LCT Election, and any Default, Event of Default or specified Event of Default occurs, or any representations and warranties are not true and correct, following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing and that the representations and warranties shall be deemed to be true and correct for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder.

Limited Condition Acquisition. For purposes Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio, the amount or availability of any basket based on Consolidated EBITDA or Consolidated Total Assets, or determining other compliance with this Agreement (i) determining including the determination of compliance with any ratio provision of this Agreement which requires that no Default or test (includingEvent of Default has occurred, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining is continuing or would result therefrom but excluding determination of compliance with representations, warranties, defaults or events of default or (iiiSection 6.2 in accordance with the terms thereof) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such ratio, the amount or availability of any basket based on Consolidated EBITDA or Consolidated Total Assets, and the determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower Borrowers (the Borrower’s Borrowers’ election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”)) and if, and, compliance with after such ratio, test or basket shall be determined ratios and other provisions are measured on a pro forma basis after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions Specified Transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending four consecutive fiscal quarter period of the Borrowers most recently ended for which financial statements have been delivered pursuant to Section 8.1 prior to the LCA Test Date, the Borrowers could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrowers and their Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has Borrowers have made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or Transaction is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, Notwithstanding anything to the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)contrary herein, in each casethe case of the incurrence of any Indebtedness (other than under any Incremental Facilities, which shall remain subject to the terms of Section 2.20 with respect to the impact, if any, of a Limited Condition Acquisition) or Liens or the making of any Permitted Acquisitions or other permitted Investments or fundamental changes in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, at the option of if the Borrower (the Borrower’s election has made an LCA Election with respect to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”)the relevant ratios and the component amounts thereof (including Consolidated EBITDA, LQA University Segment Revenue, the date of determination of whether First Lien LQA University Segment Revenue Leverage Ratio, Total Net LQA University Segment Revenue Leverage Ratio, LTM Short Course Revenue, First Lien Net Leverage Ratio, Total Net Leverage Ratio, Consolidated Total Funded Indebtedness or Consolidated Interest Expense (in each case)) (but other than any such action is permitted hereunder Financial Covenant under Section 6.08 (other than pro forma compliance with any Financial Covenant as a condition to effecting any transaction)) and baskets shall be deemed to be determined as of the date the definitive agreements for such Limited Condition Acquisition are entered into and effective (and not, for the avoidance of doubt, the date of consummation of any Limited Condition Acquisition) (the “LCA Test Date”), and, compliance with such ratio, test or basket and shall be determined after giving calculated on a Pro Forma Effect to Basis assuming such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at were consummated on such LCA Test Date (but, for the beginning avoidance of the most recent Test Period ending prior doubt, without giving effect to the LCA Test Date. If cash proceeds of any indebtedness incurred to finance such Limited Condition Acquisition for the purposes of cash netting in the determination of any leverage multiples); provided that, (i) if the Borrower has made a an LCA Election, then in connection with any subsequent the calculation of any ratio, test ratio or basket with respect to the incurrence of any other Indebtedness or Liens, or the making of any Permitted Acquisitions or other permitted Investments, Dividends, Restricted Debt Payments, Asset Sales or other sales or dispositions of assets or fundamental changes on or following the relevant applicable LCA Test Date and on prior to the earlier of (ix) the date on which such Limited Condition Acquisition is consummated or (iiy) the date that the definitive agreement (or in the case of a Limited Condition Acquisition that involves some other manner of establishing a binding obligation under local law, such other binding obligation to consummate such transaction) for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisitionor expires, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1I) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2II) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have not been consummated (in which case such ratios or baskets, as applicable, relating to such subsequent transaction shall be required to be satisfied under both the preceding clauses (I) and (II) to be in compliance with the terms of this Agreement) and (ii) no Event of Default shall exist on the LCA Test Date and no Event of Default under Section 8.01(a), (b), (g) or (h) shall exist the date on which such Limited Condition Acquisition is consummated.

Limited Condition Acquisition. (a) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (a), and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default, Event of Default or Specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. (b) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of (ix) determining compliance with any ratio or test (includingprovision of this Agreement which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, without limitation, the Total Consolidated Net Leverage Ratio and or the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default Holdco Consolidated Net Leverage Ratio; or (iiiy) testing availability under the baskets set forth in this Agreement (including, without limitation, including baskets measured as a percentage of total assetsTotal Assets, Consolidated EBITDA or Pro Forma EBITDA), ; in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”). If, and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period four consecutive fiscal quarters ending prior to the LCA Test DateDate for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with any ratio or test (including, without limitation, provision of this Agreement that requires the Total calculation of the Consolidated First Lien Net Leverage Ratio and the amount available under the Available Amount)Ratio, (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets set forth herein (including, without limitation, including baskets measured as a percentage of total assetsConsolidated EBITDA), in each case, in connection with a Permitted Acquisition or Investment by one or more of the Company and its Restricted Subsidiaries, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such acquisition, a “Limited Condition Acquisition permitted under this AgreementAcquisition”), at the irrevocable option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action Limited Condition Acquisition is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period test period ending prior to the LCA Test Date, the Company could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with for such Limited Condition Acquisition. For the avoidance of doubt, if the Company has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date (including with respect to the incurrence of any Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Company has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, When calculating the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)any basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether such basket or ratio and of any such action is permitted hereunder shall be deemed to Default or Event of Default may, at the option of Parent, be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance and such baskets or ratios shall be calculated with such ratio, test or basket shall be determined pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending prior applicable period for purposes of determining the ability to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with consummate any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of Parent or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is consummated permitted under this Indenture and (y) such baskets or (ii) ratios shall not be tested at the date that the definitive agreement for time of consummation of such Limited Condition Acquisition expires or is terminated without related transactions; provided, however, that if Parent elects to have such determinations occur at the time of entry into such definitive agreement, any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Company, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Company has exercised its option under the first sentence of this Section 121, and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any ratio provision of this Indenture which requires the calculation of the Consolidated Coverage Ratio or test (including, without limitation, the Total Net Consolidated Secured Leverage Ratio and the amount available under the Available Amount), Ratio; (ii) determining compliance with representations, warranties, defaults or events of default or testing baskets set forth in this Indenture (iii) testing availability under the baskets (including, without limitation, including baskets measured as a percentage of total assetsConsolidated Tangible Assets); or (iii) determining any calculation under any provision of this Indenture measured by reference to a currency amount, percentage or ratio; in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period four consecutive fiscal quarters of the Company ending prior to the LCA Test DateDate for which consolidated financial statements of the Company are available, the Company could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Company has made an LCA Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in Consolidated EBITDA or Consolidated Tangible Assets of the Company or the Person subject to such Limited Condition Acquisition or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such baskets, ratios or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Company has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of under any ratiosuch provision measured by reference to a currency amount, test percentage, ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Company or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratiocurrency amount, test percentage, ratio or basket availability shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes Solely for the purpose of (i) determining compliance with any ratio or test (including, without limitation, measuring the Total Net Leverage Ratio relevant ratios and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitationfor the avoidance of doubt, baskets any basket measured as a percentage of total assetsLTM EBITDA or Consolidated Total Assets and, for the avoidance of doubt including with respect to the incurrence of any Indebtedness (including any Incremental Loans), Liens, the making of any Acquisitions or other Investments, Restricted Payments, prepayments of Indebtedness or asset sales, in each case, in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition) or (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of Default, at the option of the Borrower (the Borrower’s election to exercise such option in each case, in connection with any a Limited Condition Acquisition, a “if the Borrower makes an LCA Election”), the date Applicable Date of determination of Determination in determining whether any such action Limited Condition Acquisition is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning as of the most recent Test Period Applicable Date of Determination, ending prior to the LCA Test DateDate on a Pro Forma Basis, the Borrower could have taken such action on the relevant LCA Test Date in compliance with any such ratio or basket (other than for the purposes of calculating actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 6.11), such ratio or basket shall be deemed to have been complied with. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any #91301181v32 subsequent calculation of any ratio, test ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated and tested on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions pro forma events in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired been terminated. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or been terminated and baskets for which compliance was determined or tested as of LCA Test Date (2including with respect to the incurrence of any Indebtedness) assuming are not satisfied as a result of fluctuations in any such ratio or basket (including due to fluctuations in Consolidated EBITDA calculated on a Pro Forma Basis, including the target of any Limited Condition Acquisition and other transactions in connection therewith (including Acquisition) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been unsatisfied as a result of such fluctuations; however, if any incurrence ratios or baskets improve as a result of Debt and the use of proceeds thereof) have not been consummatedsuch fluctuations, such improved ratios or baskets may be utilized.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, When calculating the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)any basket or ratio under this Senior Notes Indenture, in each case, case in connection with a Limited Condition Acquisition permitted under this Agreement, at and any related transactions (including any Incurrence of Indebtedness and the option use of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”proceeds thereof), the date of determination of whether such basket or ratio and/or absence of any such action is permitted hereunder shall be deemed to Default or Event of Default shall, at the option of BP I and BP II, be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”)into, and, compliance and such baskets or ratios shall be calculated with such ratio, test or basket shall be determined pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition, and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of BP I, BP II or the relevant target company) subsequent to such date of determination and at or prior to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with any subsequent calculation consummation of any ratio, test or basket on or following the relevant LCA Test Date and prior Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the earlier of (i) the date on which such Limited Condition Acquisition is consummated permitted under the Senior Notes Indenture and (y) such baskets or (ii) ratios shall not be tested again at the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated without the time of consummation of such Limited Condition AcquisitionAcquisition or related transactions; provided, however, that if BP I or BP II elects to have such determinations occur at the time of entry into such definitive agreement, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) shall be deemed to have been consummated occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under the Senior Notes Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition unless and until such time as the applicable Limited Condition Acquisition has actually closed been abandoned, as determined by BP I or BP II, as applicable, prior to the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds consummation thereof) have not been consummated.

Limited Condition Acquisition. For Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with any ratio provision of this Agreement that requires the calculation of the Consolidated First Lien Net Leverage Ratio or test (including, without limitation, the Consolidated Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio and or the amount available under the Available Amount)Interest Coverage Ratio, (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets set forth herein (including, without limitation, including baskets measured as a percentage of total assetsLTM EBITDA or Consolidated EBITDA) (including, in each case with respect to the incurrence of debt under an Incremental Facility incurred in connection therewith), in each case, in connection with a Permitted Acquisition or Investment by one or more of the Borrower and its Restricted Subsidiaries, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such acquisition, a “Limited Condition Acquisition permitted under this AgreementAcquisition”), at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action Limited Condition Acquisition is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period test period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with for such Limited Condition Acquisition. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date (including with respect to the incurrence of any Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket (other than maintenance testing of the financial covenant in Section 7.11) on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt debt and the use of proceeds thereof) have been consummated until such time as consummated. Notwithstanding anything to the applicable Limited Condition Acquisition has actually closed or the definitive agreement contrary herein, with respect thereto has expired to any amounts incurred or been terminated transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, pro forma compliance with Section 7.11 hereof, any Consolidated First Lien Net Leverage Ratio test, any Consolidated Total Net Leverage Ratio test, Consolidated Senior Secured Net Leverage Ratio test and/or any Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and (2) assuming such Limited Condition Acquisition and other transactions agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedwith such substantially concurrent incurrence.

Limited Condition Acquisition. For purposes of (i) determining compliance In connection with any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, action being taken in connection with a Limited Condition Acquisition permitted under Acquisition, for purposes of determining compliance with any provision of this AgreementAgreement which requires (i) that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower Parent (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be satisfied so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and no Default or Event of Default under Section 8.1(a), and(f) or (g) exists or would result therefrom on the date any related New Term Loans are advanced or (ii) the calculation of the Net Cash Flow Leverage Ratio and the Cash Interest Coverage Ratio, compliance with in each case, at the option of the Parent, the date of determination of whether any such ratio, test or basket action is permitted hereunder shall be determined deemed to be the LCA Test Date and if, after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period four consecutive fiscal quarters ending prior to the LCA Test DateDate for which consolidated financial statements of the Parent are available, the Parent could have taken such action on the relevant LCA Test Date in compliance with such ratio, such ratio shall be deemed to have been complied with. If the Borrower has made a Parent makes an LCA Election, then in connection with any subsequent calculation of any ratio, test or basket on or availability with respect to any transaction following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.or

Limited Condition Acquisition. For In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of of: (ix) determining compliance with any ratio provision of this Agreement that requires the calculation of First Lien Leverage Ratio, Senior Secured Leverage Ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default Ratio; or (iiiy) testing availability under the baskets set forth in this Agreement (including, without limitation, including baskets measured as a percentage of consolidated total assetsassets or Consolidated EBITDA), ; in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements acquisition agreement for such a Limited Condition Acquisition are is entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after upon giving Pro Forma Effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, the Parent Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Parent Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA or consolidated total assets of the Parent Borrower or the Person subject to such Limited Condition Acquisition, after the LCA Test Date and at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Parent Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, Investments, dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Parent Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated tested by calculating the availability under such ratio or basket on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith have been consummated (including any incurrence of Debt Indebtedness and any associated Lien and the use of proceeds thereof) have been consummated until ). In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement that requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such time action, as applicable, or that the representations and warranties be true and correct, such condition shall, at the option of the Parent Borrower, be deemed satisfied, if no Default, Event of Default or specified Event of Default, as applicable, exists or that the representations and warranties are true and correct, as applicable, on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Parent Borrower has made an LCA Election, and any Default, Event of Default or specified Event of Default occurs, or any representations and warranties are not true and correct, following the date the definitive agreements for the applicable Limited Condition Acquisition has actually closed were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing and that the definitive agreement representations and warranties shall be deemed to be true and correct for purposes of determining whether any action being taken in connection with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedis permitted hereunder.

Limited Condition Acquisition. For In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of of: (i) determining compliance with any provision of this Agreement which requires the calculation of any financial ratio or test (includingtest, without limitationincluding the Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio and Fixed Charge Coverage Ratio (and, for the amount available under the Available Amountavoidance of doubt, any financial ratio set forth in Section 2.15(a), ); or (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Consolidated Total Assets); or (iii) determining other compliance with this Agreement (including the baskets (includingdetermination that no Event of Default has occurred, without limitation, baskets measured as a percentage of total assetsis continuing or would result therefrom), ; in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower (the Borrower’s 's election to exercise such option in connection with any Limited Condition Acquisition, a “LCA an "LCT Election”"), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA "LCT Test Date”"), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect to such for the Limited Condition Acquisition (and the other transactions to be entered into in connection therewith (including therewith), the Borrower or any incurrence of Debt its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and the use of proceeds thereof) as if they occurred at the beginning any of the most recent ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Period ending Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the LCA Test Dateconsummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made a LCA Electionan LCT Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test or basket on availability with respect to the incurrence of Indebtedness or Liens, the making of Dividends, the making of any Permitted Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a "Subsequent Transaction") following the relevant LCA LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition expires or Transaction is terminated or expires without the consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be calculated satisfied on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the applicable leverage ratios, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of (i) determining compliance with any ratio provision of this Agreement which requires that no Default or test (includingEvent of Default has occurred, without limitation, is continuing or would result therefrom or requiring the Total Net Leverage Ratio accuracy of representations and the amount available under the Available Amount), (iiwarranties) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”)) and if, and, compliance with after such ratio, test ratios and other provisions are measured or basket shall be determined on a Pro Forma Basis after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions Specified Transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with on such date. For the avoidance of doubt, (x) if any of such ratios or baskets are exceeded as a result of fluctuations in Consolidated EBITDA or total assets (including due to fluctuations in Consolidated EBITDA of the Borrower or the target) of any Limited Condition Acquisition (other than as a result of any incurrence, disposition or Restricted Payment) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios, baskets and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated (and tested) on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Company, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Company has exercised its option under the first sentence of this Section 1.5, and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any ratio provision of this Indenture which requires the calculation of the Consolidated Fixed Charge Coverage Ratio, Secured Leverage Ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), Ratio; or (ii) determining compliance with representations, warranties, defaults or events of default or testing baskets set forth in this Indenture (iii) testing availability under the baskets (including, without limitation, including baskets measured as a percentage of total assetsConsolidated Total Assets), ; in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period four consecutive fiscal quarters of the Company ending prior to the LCA Test DateDate for which consolidated financial statements of the Company are available, the Company could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Company has made an LCA Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Company or the Person subject to such Limited Condition Acquisition or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such baskets, ratios or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Company has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Company or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.