Common use of Limited Condition Acquisition Clause in Contracts

Limited Condition Acquisition. Notwithstanding anything to the contrary in this Agreement, in connection with any 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 test, including the Consolidated First Lien Net Leverage Ratio and the Consolidated Total Net Leverage Ratio; or (b) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Consolidated Total Assets); or (c) determining other compliance with this Agreement (including the accuracy of any representation and warranty or the determination that no Default or Event of Default has occurred, is continuing or would result therefrom); in each case, at the option of Borrower Agent (Borrower Agent’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be made (1) in the case of any acquisition (including by way of merger) or similar Investment (including the assumption or incurrence of Indebtedness under any incremental facility in connection therewith), at the time of (or on the basis of the financial statements required to be delivered pursuant to Section 7.1(a) or (b) for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements required to be delivered pursuant to Section 7.1(a) or (b) for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any voluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness subject to Section 8.15, at the time of (or on the basis of the financial statements required to be delivered pursuant to Section 7.1(a) or (b) for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such payment or prepayment or redemption or acquisition of such Indebtedness or (y) the making of such voluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness (the “LCT Test Date”), and if, for the Limited Condition Acquisition (and the other transactions to be entered into in connection therewith), New Holdings or any of the Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test, basket availability or other compliance with this Agreement (on a pro forma basis after giving effect to such Limited Condition Acquisition), such ratio, test, basket availability or other compliance with this Agreement shall be deemed to have been complied with. For the avoidance of doubt, if Parent has made an LCT Election and any of the ratios, tests, basket availability or other compliance with this Agreement for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test, basket availability or other compliance with this Agreement, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of New Holdings or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such ratios, tests, basket availability or other compliance with this Agreement will not be deemed to have failed to have been complied with as a result of such fluctuations. If Parent has made an LCT Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test, basket availability or other compliance with this Agreement, availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any permitted Investment under Section 8.7, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of New Holdings or the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test, basket availability or other compliance with this Agreement shall be required to be satisfied on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisition. Notwithstanding anything In the case of determining compliance with (i) the Total Net Leverage Ratio (x) required pursuant to the contrary in this Agreement, Section 2.08(b)(iv) in connection with a Borrowing of any action being taken Incremental Term Loan, (y) described in clause (b) of the definition of Permitted Acquisition or (z) required pursuant to Section 6.05 in connection with a Borrowing of any DDTL, (ii) the representations and warranties described in (x) Section 2.08(b)(ii) in connection with a Borrowing of any Incremental Term Loan or (y) Section 6.04 in connection with the Borrowing of any DDTL, (iii) the absence of any Default or Event of Default (other than a Default or Event of Default under Sections 10.01(a), (i) or (k)) described in (x) Section 2.08(b)(i) in connection with a Borrowing of Incremental Term Loan, (y) Section 6.02 in connection with a Borrowing of DDTL or (z) clause (a) of the definition of Permitted Acquisition and (iv) the absence of any Material Adverse Effect described in (x) Section 2.08(b)(iii) in connection with a Borrowing of Incremental Term Loan and (y) Section 6.08 in connection with a Borrowing of DDTL, in each case of clauses (i), (ii) and (iii), 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 test, including the Consolidated First Lien Net Leverage Ratio and the Consolidated Total Net Leverage Ratio; or (b) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Consolidated Total Assets); or (c) determining other compliance with this Agreement (including the accuracy of any representation and warranty or the determination that no Default or Event of Default has occurred, whether the relevant condition is continuing or would result therefrom); in each casesatisfied may be made, at the option written election (to the Administrative Agent) of Borrower Agent (Borrower Agent’s election to exercise such option in connection with any Limited Condition Acquisitionthe Borrower, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be made (1) in the case of any acquisition (including by way of merger) or similar Investment (including the assumption or incurrence of Indebtedness under any incremental facility in connection therewith), at the time of (or on the basis of the financial statements required to be delivered pursuant to Section 7.1(a) or (b) for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements required to be delivered pursuant to Section 7.1(a) or (b) for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any voluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness subject to Section 8.15, at the time of (or on the basis of the financial statements required to be delivered pursuant to Section 7.1(a) or (b) for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such payment or prepayment or redemption or acquisition of such Indebtedness or (y) the making of such voluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness (the “LCT Test Date”), and if, for the Limited Condition Acquisition (and the other transactions to be entered into in connection therewith), New Holdings or any of the Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test, basket availability or other compliance with this Agreement (on a pro forma basis after giving effect to such Limited Condition Acquisition), such ratio, test, basket availability or other compliance with this Agreement shall be deemed to have been complied with. For the avoidance of doubt, if Parent has made an LCT Election and any of the ratios, tests, basket availability or other compliance with this Agreement for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as date a result of fluctuations in any such ratio, test, basket availability or other compliance with this Agreement, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of New Holdings or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such ratios, tests, basket availability or other compliance with this Agreement will not be deemed to have failed to have been complied with as a result of such fluctuations. If Parent has made an LCT Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test, basket availability or other compliance with this Agreement, availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any permitted Investment under Section 8.7, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of New Holdings or the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive acquisition agreement or irrevocable notice for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisitionentered into, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test, basket availability or other compliance with this Agreement shall be required to be satisfied on a pro forma basis assuming and calculated as if such Limited Condition Acquisition (and any other pending Limited Condition Acquisition) and other transactions pro forma events in connection therewith (and in connection with any other pending Limited Condition Acquisition), including any the incurrence of Indebtedness and the use of proceeds thereof) have been consummatedIndebtedness, were consummated on such date.

Limited Condition Acquisition. Notwithstanding anything to the contrary in this Agreement, in connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (ai) determining compliance with any provision of this Agreement which requires the calculation of any financial ratio or test, including the Consolidated First Lien Net Leverage Ratio and the Consolidated Total Net Leverage RatioRatio (and, for the avoidance of doubt, any financial ratio set forth in subsection 2.4 (a)); or (bii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Consolidated Total Assets); or (ciii) determining other compliance with this Agreement (including the accuracy of any representation and warranty or the determination that no Default or Event of Default has occurred, is continuing or would result therefrom); in each case, at the option of Borrower Agent (Borrower Agent’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be made (1) in the case of any acquisition (including by way of merger) or similar Investment (including the assumption or incurrence of Indebtedness under any incremental facility in connection therewith), at the time of (or on the basis of the financial statements required to be delivered pursuant to Section subsection 7.1(a) or (b) for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements required to be delivered pursuant to Section subsection 7.1(a) or (b) for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any voluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness subject to Section subsection 8.15, at the time of (or on the basis of the financial statements required to be delivered pursuant to Section subsection 7.1(a) or (b) for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such payment or prepayment or redemption or acquisition of such Indebtedness or (y) the making of such voluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness (the “LCT Test Date”), and if, for the Limited Condition Acquisition (and the other transactions to be entered into in connection therewith), New Holdings or any of the Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test, basket availability or other compliance with this Agreement (on a pro forma basis after giving effect to such Limited Condition Acquisition), such ratio, test, basket availability or other compliance with this Agreement shall be deemed to have been complied with. For the avoidance of doubt, if Parent has made an LCT Election and any of the ratios, tests, basket availability or other compliance with this Agreement for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test, basket availability or other compliance with this Agreement, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of New Holdings or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such ratios, tests, basket availability or other compliance with this Agreement will not be deemed to have failed to have been complied with as a result of such fluctuations. If Parent has made an LCT Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test, basket availability or other compliance with this Agreement, availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any permitted Investment under Section subsection 8.7, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of New Holdings or the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test, basket availability or other compliance with this Agreement shall be required to be satisfied on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisition. Notwithstanding anything to the contrary in this Agreementherein, in connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (a) determining compliance with any provision to the extent that the terms of this Agreement which requires the calculation of require (including any such requirement that is to be determined on a Pro Forma Basis) (i) compliance with any financial ratio or test, test (including the Consolidated First Lien Net Leverage Ratio and the Consolidated Total Net Leverage Ratio; or (b) testing availability compliance with Section 8.11 on a Pro Forma Basis as a condition to taking any action under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Consolidated Total Assets); or (c) determining other but not the actual compliance with this Agreement Section 8.11)) and/or any cap expressed as a percentage of Consolidated Tangible Assets, (including ii) the accuracy of any representation and or warranty or (iii) the determination that no absence of any Default or Event of Default has occurred(or any type of Default or Event of Default), is continuing or would result therefrom); in each case, at as a condition to the option consummation of Borrower Agent (Borrower Agent’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCT Election”), the date of determination of whether Acquisition (or as a condition to any such action is permitted hereunder shall be made (1) in the case of any acquisition (including by way of merger) or similar Investment (including the assumption or incurrence of any Indebtedness under any incremental facility (other than Revolving Loans) in connection therewiththerewith or any other transaction relating thereto), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements required to be delivered pursuant to Section 7.1(a) or (b) for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition Limited Condition Acquisition (or, in the case of any Limited Condition Acquisition made pursuant to a tender or Investment similar offer, at the time of the commencement of such offer) or (y) the consummation of such acquisition Limited Condition Acquisition, in each case, after giving effect on a Pro Forma Basis to the relevant Limited Condition Acquisition and any assumption or Investment, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements required to be delivered pursuant to Section 7.1(a) or (b) for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any voluntary or optional payment or prepayment on or redemption or acquisition for value incurrence of any Indebtedness subject to Section 8.15, at the time of (or on the basis of the financial statements required to be delivered pursuant to Section 7.1(a) or (b) for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such payment or prepayment or redemption or acquisition of such Indebtedness or (y) the making of such voluntary or optional payment or prepayment on or redemption or acquisition for value of in connection therewith and any Indebtedness (the “LCT Test Date”), and if, for the Limited Condition Acquisition (and the other transactions to be entered into in connection therewith), New Holdings or any of the Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test, basket availability or other compliance with this Agreement (on a pro forma basis after giving effect to such Limited Condition Acquisition), such ratio, test, basket availability or other compliance with this Agreement shall be deemed to have been complied withrelating thereto. For the avoidance of doubt, if Parent has made an LCT Election and this Section 1.04(a) shall not apply to any extensions of credit under the Revolving Commitment, which extensions of credit shall be subject to the satisfaction or waiver of the ratios, tests, basket availability or other compliance with this Agreement for which compliance was determined or tested as of conditions set forth in Section 5.01 on the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test, basket availability or other compliance with this Agreement, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of New Holdings or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such ratios, tests, basket availability or other compliance with this Agreement will not be deemed to have failed to have been complied with as a result date of such fluctuations. If Parent has made an LCT Election for any Limited Condition Acquisition, then in connection with any calculation extension of any ratio, test, basket availability or other compliance with this Agreement, availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any permitted Investment under Section 8.7, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of New Holdings or the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test, basket availability or other compliance with this Agreement shall be required to be satisfied on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedcredit as set forth therein.

Limited Condition Acquisition. Notwithstanding anything to the contrary in this Agreement, in connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (ai) determining compliance with any provision of this Agreement which requires the calculation of any financial ratio or test, including the Consolidated First Lien Net Leverage Ratio, the Consolidated Total Gross Leverage Ratio and the Consolidated Total Net Leverage RatioRatio (and, for the avoidance of doubt, any financial ratio set forth in Section 2.15(a)); or (bii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Consolidated Total Assets); or (ciii) determining other compliance with this Agreement (including the accuracy of any representation and warranty or the determination that no Default or Event of Default has occurred, is continuing or would result therefrom); in each case, at the option of Borrower Agent Parent (Borrower AgentParent’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be made (1) in the case of any acquisition (including by way of merger) or similar Investment (including the assumption or incurrence of Indebtedness under any incremental facility in connection therewith), at the time of (or on the basis of the financial statements required to be delivered pursuant to Section 7.1(a) or (b) 9.01 Financials for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted PaymentDividend, at the time of (or on the basis of the financial statements required to be delivered pursuant to Section 7.1(a) or (b) 9.01 Financials for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment Dividend or (y) the making of such Restricted Payment Dividend and (3) in the case of any voluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness subject to Section 8.1510.07(a), at the time of (or on the basis of the financial statements required to be delivered pursuant to Section 7.1(a) or (b) 9.01 Financials for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such payment or prepayment or redemption or acquisition of such Indebtedness or (y) the making of such voluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness (the “LCT Test Date”), and if, for the Limited Condition Acquisition (and the other transactions to be entered into in connection therewith), New Holdings Parent or any of the Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test, basket availability or other compliance with this Agreement (on a pro forma basis Pro Forma Basis after giving effect to such Limited Condition Acquisition), such ratio, test, basket availability or other compliance with this Agreement shall be deemed to have been complied with. For the avoidance of doubt, if Parent has made an LCT Election and any of the ratios, tests, basket availability or other compliance with this Agreement for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test, basket availability or other compliance with this Agreement, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of New Holdings Parent or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such ratios, tests, basket availability or other compliance with this Agreement will not be deemed to have failed to have been complied with as a result of such fluctuations. If Parent has made an LCT Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test, basket availability or other compliance with this Agreement, availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted PaymentsDividends, the making of any permitted Investment under Section 8.7Permitted Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of New Holdings or the Parent, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test, basket availability or other compliance with this Agreement shall be required to be satisfied on a pro forma basis Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisition. Notwithstanding anything to When calculating the contrary in availability under any basket, ratio or any financial metric under this Agreement, in connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (a) determining Indenture or compliance with any provision of this Agreement which requires the calculation of any financial ratio or test, Indenture (including the Consolidated First Lien Net Leverage Ratio and the Consolidated Total Net Leverage Ratio; or absence of Defaults or Events of Default), in each case in connection with (a) any Limited Condition Transaction, (b) testing availability under baskets any incurrence or issuance of or repayment, redemption, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, (c) the creation of Liens, (d) the making of any Asset Sale or any disposition excluded from the definition of “Asset Sale,” (e) the making of an Investment (including any acquisition), (f) the designation of a Subsidiary as restricted or unrestricted, (g) any other transaction or plan undertaken or proposed to be undertaken in connection with such Limited Condition Transaction or any transaction set forth in clauses (b) through (f) or (h) any other purpose under this Agreement Indenture (including baskets determined by reference the transactions referred to Consolidated EBITDA in clauses (a) through (h), collectively, the “Specified Transactions,” and each, a “Specified Transaction”) and any actions or Consolidated Total Assets); or (c) determining other compliance with this Agreement (including the accuracy of any representation and warranty or the determination that no Default or Event of Default has occurred, is continuing or would result therefrom); in each case, at the option of Borrower Agent (Borrower Agent’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCT Election”)transactions related thereto, the date of determination of such basket, ratio or financial metric or whether any such action Specified Transaction is permitted hereunder shall be made (1) in or any requirement or condition therefor is complied with or satisfied (including as to the case absence of any acquisition (including by way Default or Event of mergerDefault)) or similar Investment (including the assumption or incurrence of Indebtedness under any incremental facility in connection therewith)may, at the time of (or on the basis option of the financial statements required to be delivered pursuant to Section 7.1(a) Issuers, any of their Restricted Subsidiaries, a direct or (b) for the most recently ended Test Period at the time of) either (x) the execution indirect parent entity of the definitive agreement with respect Issuers, any successor entity of any of the foregoing (including a third party) (the “Testing Party”) (which election may be made on or prior to such acquisition or Investment or (y) the date of consummation of such acquisition Specified Transaction), be the date the definitive agreements for such Specified Transaction are entered into (or, if applicable, the date of delivery of a binding offer or Investmentlaunch of a “certain funds” tender offer), (2) in the case of any Restricted Payment, at the time of (or on the basis date of the financial statements required to be delivered pursuant to Section 7.1(a) or (b) for the most recently ended Test Period at the time of) (x) the declaration announcement of such Restricted Payment Specified Transaction, or (y) the making of such Restricted Payment and (3) in the case of any voluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness subject to Section 8.15date that a notice, at the time of (or on the basis of the financial statements required to be delivered pursuant to Section 7.1(a) or (b) for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice , of repayment or redemption in connection with a repayment, redemption, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock is given to the holders of such Indebtedness, Disqualified Stock or Preferred Stock or the date that an Officer’s Certificate is given with respect to the designation of a Subsidiary as restricted or unrestricted (any such payment or prepayment or redemption or acquisition of such Indebtedness or (y) the making of such voluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness (date, the “LCT Transaction Test Date”)) and such baskets, and if, for the Limited Condition Acquisition (and the other transactions to ratios or financial metrics shall be entered into in connection therewith), New Holdings or any of the Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance calculated with such ratio, test, basket availability or other compliance with this Agreement (on a pro forma basis adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definitions of Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio and Consolidated Secured Debt Ratio after giving effect to such Limited Condition Acquisition)Specified Transactions and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales or any disposition excluded from the definition of “Asset Sale”) as if they occurred at the beginning of the applicable measurement period for purposes of determining the ability to consummate any such ratioSpecified Transaction, testand, basket availability or other compliance with this Agreement shall be deemed to have been complied with. For for the avoidance of doubt, (x) if Parent has made an LCT Election and any of the ratiossuch baskets, tests, basket availability ratios or other compliance with this Agreement for which compliance was determined financial metrics are exceeded or tested as of the LCT Test Date would have failed to have been are not complied with as a result of fluctuations in any such ratiobasket, test, basket availability ratio or other compliance with this Agreement, related financial metrics (including due to fluctuations in Fixed Charges, Consolidated Net Income or EBITDA or Consolidated Total Assets of New Holdings the Issuers, the target company or the Person that is otherwise the subject to such Limited Condition Acquisition, of the Specified Transaction after the applicable Transaction Test Date) at or prior to the consummation of the relevant transaction Specified Transaction and any actions or actiontransactions related thereto, such ratiosbaskets, tests, basket availability ratios or other compliance with this Agreement financial metrics will not be deemed to have failed been exceeded as a result of such fluctuations and (y) such baskets, ratios or financial metrics shall not be tested at the time of consummation of such Specified Transaction and any actions or transactions related thereto except as contemplated in clause (a) of the immediately succeeding proviso; provided, however, that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Testing Party may elect, in its sole discretion, to have been complied with re-determine all such ratios, tests, baskets or financial metrics on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable Transaction Test Date for purposes of such ratios, tests, baskets or financial metrics, (b) if any ratios or financial metrics improve or baskets increase as a result of such fluctuations, such improved ratios, financial metrics or baskets may be utilized, (c) if the Testing Party elects to have such determinations occur on the Transaction Test Date, any such transactions (including the Specified Transaction and any actions or transactions related thereto) shall be deemed to have occurred on the Transaction Test Date and to be outstanding thereafter for purposes of calculating any baskets, ratios or financial metrics under this Indenture after the Transaction Test Date and before the consummation of such Specified Transaction unless and until such Specified Transaction has been abandoned, as determined by the Testing Party, prior to the consummation thereof and (d) Consolidated Interest Expense for purposes of the Fixed Charge Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin, as reasonably determined by the Testing Party in good faith. If Parent For the avoidance of doubt, if the Testing Party has made an LCT Election for exercised its option pursuant to the foregoing and any Limited Condition Acquisition, then Default or Event of Default occurs in connection with any calculation of any ratio, test, basket availability or other compliance with this Agreement, availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any permitted Investment under Section 8.7, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of New Holdings or the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) applicable Specified Transaction following the relevant LCT Transaction Test Date (including any new Transaction Test Date) for the applicable Specified Transaction and prior to or on the earlier date of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition AcquisitionSpecified Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action that has been taken or that is being taken in connection with such Subsequent Specified Transaction was or is permitted under this Agreement, any such ratio, test, basket availability or other compliance with this Agreement shall be required to be satisfied on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedIndenture.

Limited Condition Acquisition. Notwithstanding anything to When calculating the contrary in availability under any basket, ratio or any financial metric under this Agreement, in connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (a) determining Indenture or compliance with any provision of this Agreement which requires the calculation of any financial ratio or test, Indenture (including the Consolidated First Lien Net Leverage Ratio and the Consolidated Total Net Leverage Ratio; or absence of Defaults or Events of Default), in each case in connection with (a) any Limited Condition Transaction, (b) testing availability under baskets any incurrence or issuance of or repayment, redemption, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, (c) the creation of Liens, (d) the making of any Asset Sale or any disposition excluded from the definition of “Asset Sale,” (e) the making of an Investment (including any acquisition), (f) the designation of a Subsidiary as restricted or unrestricted, (g) any other transaction or plan undertaken or proposed to be undertaken in connection with such Limited Condition Transaction or any transaction set forth in clauses (b) through (f) or (h) any other purpose under this Agreement Indenture (including baskets determined by reference the transactions referred to Consolidated EBITDA in clauses (a) through (h), collectively, the “Specified Transactions,” and each, a “Specified Transaction”) and any actions or Consolidated Total Assets); or (c) determining other compliance with this Agreement (including the accuracy of any representation and warranty or the determination that no Default or Event of Default has occurred, is continuing or would result therefrom); in each case, at the option of Borrower Agent (Borrower Agent’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCT Election”)transactions related thereto, the date of determination of such basket, ratio or financial metric or whether any such action Specified Transaction is permitted hereunder shall be made (1) in or any requirement or condition therefor is complied with or satisfied (including as to the case absence of any acquisition (including by way Default or Event of mergerDefault)) or similar Investment (including the assumption or incurrence of Indebtedness under any incremental facility in connection therewith)may, at the time of (or on the basis option of the financial statements required to be delivered pursuant to Section 7.1(a) Issuers, any of their Restricted Subsidiaries, a direct or (b) for the most recently ended Test Period at the time of) either (x) the execution indirect parent entity of the definitive agreement with respect Issuers, any successor entity of any of the foregoing (including a third party) (the “Testing Party”) (which election may be made on or prior to such acquisition or Investment or (y) the date of consummation of such acquisition Specified Transaction), be the date the definitive agreements for such Specified Transaction are entered into (or, if applicable, the date of delivery of a binding offer or Investmentlaunch of a “certain funds” tender offer), (2) in the case of any Restricted Payment, at the time of (or on the basis date of the financial statements required to be delivered pursuant to Section 7.1(a) or (b) for the most recently ended Test Period at the time of) (x) the declaration announcement of such Restricted Payment Specified Transaction, or (y) the making of such Restricted Payment and (3) in the case of any voluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness subject to Section 8.15date that a notice, at the time of (or on the basis of the financial statements required to be delivered pursuant to Section 7.1(a) or (b) for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice , of repayment or redemption in connection with a repayment, redemption, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock is given to the holders of such Indebtedness, Disqualified Stock or Preferred Stock or the date that an Officer’s Certificate is given with respect to the designation of a Subsidiary as restricted or unrestricted (any such payment or prepayment or redemption or acquisition of such Indebtedness or (y) the making of such voluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness (date, the “LCT Transaction Test Date”)) and such baskets, and if, for the Limited Condition Acquisition (and the other transactions to ratios or financial metrics shall be entered into in connection therewith), New Holdings or any of the Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance calculated with such ratio, test, basket availability or other compliance with this Agreement (on a pro forma basis adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definitions of Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio and Consolidated Secured Debt Ratio after giving effect to such Limited Condition Acquisition)Specified Transactions and any actions or transactions related thereto (including acquisitions, Investments, the incurrence, issuance or assumption of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the incurrence or assumption of Liens, repayments, Restricted Payments, the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries and Asset Sales or any disposition excluded from the definition of “Asset Sale”) as if they occurred at the beginning of the applicable measurement period for purposes of determining the ability to consummate any such ratioSpecified Transaction, testand, basket availability or other compliance with this Agreement shall be deemed to have been complied with. For for the avoidance of doubt, (x) if Parent has made an LCT Election and any of the ratiossuch baskets, tests, basket availability ratios or other compliance with this Agreement for which compliance was determined financial metrics are exceeded or tested as of the LCT Test Date would have failed to have been are not complied with as a result of fluctuations in any such ratiobasket, test, basket availability ratio or other compliance with this Agreement, related financial metrics (including due to fluctuations in Fixed Charges, Consolidated Net Income or EBITDA or Consolidated Total Assets of New Holdings the Issuers, the target company or the Person that is otherwise the subject to such Limited Condition Acquisition, of the Specified Transaction after the applicable Transaction Test Date) at or prior to the consummation of the relevant transaction Specified Transaction and any actions or actiontransactions related thereto, such ratiosbaskets, tests, basket availability ratios or other compliance with this Agreement financial metrics will not be deemed to have failed been exceeded as a result of such fluctuations and (y) such baskets, ratios or financial metrics shall not be tested at the time of consummation of such Specified Transaction and any actions or transactions related thereto except as contemplated in clause (a) of the immediately succeeding proviso; provided, however, that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Testing Party may elect, in its sole discretion, to have been complied with re-determine all such ratios, tests, baskets or financial metrics on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable Transaction Test Date for purposes of such ratios, tests, baskets or financial metrics, (b) if any ratios or financial metrics improve or baskets increase as a result of such fluctuations, such improved ratios, financial metrics or baskets may be utilized, (c) if the Testing Party elects to have such determinations occur on the Transaction Test Date, any such transactions (including the Specified Transaction and any actions or transactions related thereto) shall be deemed to have occurred on the Transaction Test Date and to be outstanding thereafter for purposes of calculating any baskets, ratios or financial metrics under this Indenture after the Transaction Test Date and before the consummation of such Specified Transaction unless and until such Specified Transaction has been abandoned, as determined by the Testing Party, prior to the consummation thereof and (d) Consolidated Interest Expense for purposes of the Fixed Charge Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin, as reasonably determined by the Testing Party in good faith. If Parent For the avoidance of doubt, if the Testing Party has made an LCT Election for exercised its option pursuant to the foregoing and any Limited Condition Acquisition, then Default or Event of Default occurs in connection with any calculation of any ratio, test, basket availability or other compliance with this Agreement, availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any permitted Investment under Section 8.7, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of New Holdings or the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) applicable Specified Transaction following the relevant LCT Transaction Test Date (including any new Transaction Test Date) for the applicable Specified Transaction and prior to or on the earlier date of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition AcquisitionSpecified Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action that has been taken or that is being taken in connection with such Subsequent Specified Transaction was or is permitted under this Agreement, any such ratio, test, basket availability or other compliance with this Agreement shall be required to be satisfied on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedIndenture.

Limited Condition Acquisition. Notwithstanding anything to the contrary in this Agreement, in connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (ai) determining compliance with any provision of this Agreement which requires the calculation of any financial ratio or test, including the Consolidated First Lien Net Leverage Ratio and the Consolidated Total Net Leverage RatioRatio (and, for the avoidance of doubt, any financial ratio set forth in subsection 2.4 (a)); or (bii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Consolidated Total Assets); or (ciii) determining other compliance with this Agreement (including the accuracy of any representation and warranty or the determination that no Default or Event of Default has occurred, is continuing or would result therefrom); in each case, at the option of Borrower Agent (Borrower Agent’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be made (1) in the case of any acquisition (including by way of merger) or similar Investment (including the assumption or incurrence of Indebtedness under any incremental facility in connection therewith), at the time of (or on the basis of the financial statements required to be delivered pursuant to Section subsection 7.1(a) or (b) for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements required to be delivered pursuant to Section subsection 7.1(a) or (b) for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any voluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness subject to Section subsection 8.15, at the time of (or on the basis of the financial statements required to be delivered pursuant to Section subsection 7.1(a) or (b) for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such payment or prepayment or redemption or acquisition of such Indebtedness or (y) the making of such voluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness (the “LCT Test Date”), and if, for the Limited Condition Acquisition (and the other transactions to be entered into in connection therewith), New Holdings or any of the Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test, basket availability or other compliance with this Agreement (on a pro forma basis after giving effect to such Limited Condition Acquisition), such ratio, test, basket availability or other compliance with this Agreement shall be deemed to have been complied with. For the avoidance of doubt, if Parent has made an LCT Election and any of the ratios, tests, basket availability or other compliance with this Agreement for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test, basket availability or other compliance with this Agreement, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of New Holdings or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such ratios, tests, basket availability or other compliance with this Agreement will not be deemed to have failed to have been complied with as a result of such fluctuations. If Parent has made an LCT Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test, basket availability or other compliance with this Agreement, availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any permitted Investment under Section subsection 8.7, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of New Holdings or the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary Indebtedness (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test, basket availability or other compliance with this Agreement shall be required to be satisfied on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.