Common use of Limited Condition Acquisitions Clause in Contracts

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything As it relates to any action being taken solely in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of: (i) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement (other than determining whether an Event of Default has occurred under Section 6.10) which requires that no the calculation of any financial ratio or financial test, (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to EBITDA or Total Assets) or (iii) testing whether a Default or Event of Default has occurredoccurred and, is continuing or would result therefrom, but excluding Section 4.02 with respect to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a any New Term Loan to finance such Limited Condition Acquisition, the date of determination testing whether any representation or warranty in any Loan Document is correct as of such ratio or any basket based on Consolidated EBITDA or total assetsdate, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallin each case, at the option of the U.S. Borrower (the U.S. Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), the date of determination of whether any such action is permitted hereunder, any such Default or Event of Default exists and any such representation or warranty is correct shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA LCT Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition (and the other Specified Transactions transactions to be entered into in connection therewith (therewith, including any incurrence of Indebtedness and the use of proceeds thereof) , as if they had occurred at on the beginning first day of the applicable most recently ended Test Period ending prior to the LCA LCT Test Date), the U.S. Borrower could or the applicable Restricted Subsidiary would have taken been permitted to take such action on the relevant LCA LCT Test Date in compliance with such ratios and provisionsratio, test or basket, such provisions ratio, test or basket shall be deemed to have been complied withwith or if no such Default or Event of Default shall exist on such LCT Test Date or such representation or warranty is correct as of such LCT Test Date then such condition shall be deemed satisfied on the date of consummation of such LCT Test Date for purposes of clause (iii) above; provided that no if financial statements for one or more subsequent fiscal periods shall have become available, the U.S. Borrower may elect, in its sole discretion, to redetermine all such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCA LCT Test Date. For the avoidance of doubt, (x) if the U.S. Borrower has made an LCT Election and any of such ratios are exceeded the ratios, tests or baskets 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 (ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower and its Subsidiaries) or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Acquisition, such baskets, tests or ratios and other provisions or requirement will not be deemed to have failed to have been exceeded complied with as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such circumstance; however, if any ratios and other provisions shall not be tested at the time of consummation improve or baskets increase as a result of such Limited Condition Acquisition fluctuations, such improved ratios or related Specified Transactionsbaskets may be utilized. If the U.S. Borrower has made an LCA LCT Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio ratio, test or basket availability with respect to any other Specified Transaction on or transaction permitted hereunder (each, a “Subsequent Transaction”) following the relevant LCA 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 for such Limited Condition Transaction 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 ratio, test or basket shall be calculated 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 Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event the calculation of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such any financial ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallmetric, 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, 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, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending most recent 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 ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness, the grant of Liens, or the making of Investments, Restricted Payments, Dispositions, mergers and consolidations or other transfer of all or substantially all of the assets of any other Specified Transaction Group Member on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming both that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and have not been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, occurred and is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction transaction undertaken in connection with the consummation of a Limited Condition AcquisitionAcquisition (other than any extension of credit under any Revolving Commitments), the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom and whether any representations or warranties are true and correct (other applicable covenant shallthan the Specified Representations), at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending four consecutive Fiscal Quarter period for which financial statements have been delivered pursuant to Section 7.01(a) or (b) 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 ratios and provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its SubsidiariesBorrower) 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 Transactionsspecified transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition (other than for purposes of determining whether an Event of Default has occurred under Section 8.11) is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated (1) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated and (2) on a Pro Forma Basis but without giving effect to such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and use of proceeds thereof).

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, occurred and is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction transaction undertaken in connection with the consummation of a Limited Condition AcquisitionAcquisition (other than the establishment of Incremental Revolving Commitments and any extension of credit under the Revolving Commitments, Extended Revolving Commitments, Incremental Revolving Commitments or Replacement Revolving Credit Commitments), the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default (other than an Event of Default under Section 7.01(a), (b), (h) or (i)) has occurred, is continuing or would result therefrom and whether any representations or warranties are true and correct (other applicable covenant shallthan the Specified Representations), at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its SubsidiariesBorrower) 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 Transactionsspecified transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition (other than for purposes of determining whether an Event of Default has occurred under Section 6.10) is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on (1) a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated and (2) on a Pro Forma Basis but without giving effect to such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and use of proceeds thereof).

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document set forth herein to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”)at the Borrowers’ option: (a) to the extent the determination of the Leverage Ratio, be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such Coverage Ratio or any other relevant ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition baskets is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability required with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, including in connection with the incurrence of any Indebtedness (it being understood that any Incremental Term Loan Commitment shall additionally remain subject to the terms and conditions of Section 2.24) or Liens and the making of any Permitted Acquisition or other Investments or consolidations, mergers or other fundamental changes pursuant to Section 7.3 in connection with such Limited Condition Acquisition, the satisfaction or the determination thereof and whether any such ratio or basket transaction is permitted hereunder shall be made on the Limited Condition Acquisition Test Date with respect to such Limited Condition Acquisition, and calculated on a Pro Forma Basis assuming as if such Limited Condition Acquisition and other transactions pro forma events in connection therewith (including any the incurrence of Indebtedness Indebtedness) were consummated on such date; (b) any requirement with respect to the occurrence or absence of any Default or Event of Default shall instead be that (A) no Default or Event of Default shall have occurred and be continuing on such Limited Condition Acquisition Test Date and (B) no Default or Event of Default under Section 8.1(a), (b), (h), (i) or (j) shall have occurred and be continuing at the use time such Limited Condition Acquisition is consummated; and (c) any requirement with respect to the making of proceeds thereof) have been consummatedany representations and warranties under the Loan Documents shall instead be that the accuracy of all such representations and warranties shall be determined on such Limited Condition Acquisition Test Date.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, occurred and is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom and whether any representations or warranties are true and correct (other applicable covenant shallthan the Specified Representations), at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending four consecutive Fiscal Quarter period for which financial statements have been delivered pursuant to Section 7.01(a) or (b) 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 ratios and provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its SubsidiariesBorrower) 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 Transactionsspecified transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition (other than for purposes of determining whether an Event of Default has occurred under Section 8.11) is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated (1) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated and (2) on a Pro Forma Basis but without giving effect to such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and use of proceeds thereof).

Limited Condition Acquisitions. Notwithstanding anything in this Agreement (a) In the case of (i) the incurrence of any Indebtedness (other than Indebtedness under any Commitments or any Loan Document Incremental Facility, which shall remain subject to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance terms and conditions hereof with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 respect to the extent set forth thereinimpact, if any, of any Limited Condition Acquisition) or Liens or the making of any Investment (other than a Permitted Acquisition, which shall remain subject to the terms and conditions hereof with respect to the impact, if any, of any Limited Condition Acquisition) or consolidations, mergers or other fundamental changes pursuant to Section 6.3, in each case, in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, Acquisition or (ii) determining compliance with representations and warranties or the date occurrence of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred(other than a Default or Event of Default under Section 8.1(a), is continuing Section 8.1(f) or would result therefrom or other applicable covenant shallSection 8.1(g)), at the option of the Borrower (the Borrower’s election to exercise such option in each case, in connection with a Limited Condition Acquisition (other than for purposes of the borrowing of Indebtedness under any Commitments or any Incremental Facility, each of which shall remain subject to the terms and conditions hereof with respect to the impact, if any, of any Limited Condition Acquisition, an “LCA Election”), at the Borrower’s option, the relevant ratios and baskets and whether any such action is permitted hereunder shall be deemed to be determined as of the date the a definitive agreements acquisition agreement for such Limited Condition Acquisition are entered into (the a “LCA Test DateLimited Condition Acquisition Agreement”) is entered into, and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to calculated as if such Limited Condition Acquisition (and the any other Specified Transactions to be entered into pending Limited Condition Acquisition) and other 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) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test DateIndebtedness, the Borrower could have taken were consummated on such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied withdate; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made such an LCA Election for any Limited Condition Acquisitionelection, then in connection with any subsequent the calculation of any ratio or basket availability with respect to the incurrence of any other Specified Transaction Indebtedness (other than Indebtedness under any Commitments or any Incremental Facility, which shall remain subject to the terms and conditions hereof with respect to the impact, if any, of any Limited Condition Acquisition) or Liens, or the making of any other Investments, Restricted Payments, Restricted Debt Payments, Dispositions, the making of any Investments or consolidations, mergers or other fundamental changes pursuant to Section 6.3 on or following the relevant LCA Test Date such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement Limited Condition Acquisition Agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisitionterminated, any such ratio or basket shall be calculated on a Pro Forma Basis pro forma basis assuming 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 incurrence of Indebtedness and the use of proceeds thereof) Indebtedness, have been consummated. (b) Notwithstanding anything set forth herein to the contrary, any determination in connection with a Limited Condition Acquisition of compliance with representations and warranties or as to the occurrence or absence of any Default or Event of Default hereunder as of the date the applicable Limited Condition Acquisition Agreement (rather than the date of consummation of the applicable Limited Condition Acquisition), shall not be deemed to constitute a waiver of or consent to any breach of representations and warranties hereunder or any Default or Event of Default hereunder that may exist at the time of consummation of such Limited Condition Acquisition.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio ratio, the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio ratio, the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything (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 that requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any Loan Document 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 on which the definitive acquisition agreements for such Limited Condition Acquisition are entered. 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 on which the definitive acquisition agreements for the applicable Limited Condition Acquisition were entered into and prior to or on the contrarydate of the consummation of such Limited Condition Acquisition, when calculating any applicable ratio 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 basket based on Consolidated EBITDA or total assetsaction 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, or for purposes of: (i) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of the Consolidated First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 the Consolidated EBITDA to the extent Consolidated Interest Expense Ratio; or (ii) testing baskets set forth therein) in connection with this Agreement (including baskets measured as a Specified Transaction undertaken percentage of Consolidated EBITDA); in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shalleach case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date on which the definitive acquisition agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending most recently ended on or prior to the applicable LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if the Borrower has made an LCA Election and any of such the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio (or basket, including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or the Person subject to such Limited Condition Acquisition, on or prior to the date of consummation of the relevant Limited Condition Acquisitiontransaction or action, such baskets or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactionsfluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability test with respect to any other Specified Transaction the Incurrence of Indebtedness or Liens, or the making of distributions or Restricted Payments, Investments, payments pursuant to Section 10.7, Dispositions, mergers, Dispositions 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket test shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant required to be tested in connection with such Limited Condition Acquisition shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis pro forma basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into transactions consummated in connection therewith (including including, without limitation, any related Investment, Restricted Payment, Asset Sale or incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio or other applicable Test Period provision 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 ratios and provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, after a LCA Election is made, (x) if any of such ratios or provisions are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its SubsidiariesBorrower) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified TransactionsAcquisition. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 6.13, the definition of Applicable Rate and the definition of Required Percentage) or basket availability with respect to any other Specified Transaction transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on both (x) 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 and (y) on a stand-alone basis without assuming such Limited Condition Acquisition and other transactions in connection therewith have been consummated; provided, that (other than solely with respect to the incurrence tests under which such Limited Condition Acquisition is being made) 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 Acquisitions. Notwithstanding anything In the event that Silgan notifies the Administrative Agent in this Agreement writing that any proposed Permitted Acquisition is a Limited Condition Acquisition and that Silgan wishes to test the conditions to such Limited Condition Acquisition and the availability of Incremental Term Loan Commitments or any Loan Document Incremental Term Loans that are to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance be used to finance such Limited Condition Acquisition in accordance with this Agreement Section, then, so long as agreed to by the Administrative Agent and the lenders providing such Incremental Term Loan Commitments or Incremental Term Loans, the following provisions shall apply: (including the determination of compliance with a) any provision of this Agreement which condition to such Limited Condition Acquisition or such Incremental Term Loan Commitments or Incremental Term Loans that requires that no Default or Event of Default has occurred, is shall have occurred and be continuing or would result therefrom, but excluding Section 4.02 to at the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation time of a such Limited Condition Acquisition, Acquisition or the date of determination incurrence of such ratio Incremental Term Loan Commitments or any basket based on Consolidated EBITDA or total assetsIncremental Term Loans, and determination of whether any shall be satisfied if (i) no Default or Event of Default has occurredshall have occurred and be continuing at the time of the execution of the definitive purchase agreement, is continuing or would result therefrom merger agreement or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for acquisition agreement governing such Limited Condition Acquisition are entered into and (the “LCA Test Date”ii) no Specified Default shall have occurred and if, after such ratios be continuing both before and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into any Indebtedness incurred in connection therewith (including such Incremental Term Loan Commitments or Incremental Term Loans); (b) any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior condition 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; provided that no such acquisition shall constitute a Limited Condition Acquisition unless or such Incremental Term Loan Commitments or Incremental Term Loans that the Payment Conditions are satisfied on a Pro Forma Basis on representations and warranties in this Agreement and the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower other Credit Documents shall be true and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested correct at the time of consummation of such Limited Condition Acquisition or the incurrence of such Incremental Term Loan Commitments or Incremental Term Loans 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 Incremental Term Loan Commitments or Incremental Term Loans shall be true and correct, but only to the extent that Silgan 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 other Credit Documents are true and correct at the time of execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition; (c) any financial ratio test or condition, may upon the written election of Silgan delivered to the Administrative Agent prior to the execution of the 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 Specified Transactions. If incurrence and/or assumption of Indebtedness, in each case, after giving effect to the Borrower relevant Limited Condition Acquisition and related incurrence and/or assumption of Indebtedness, on a Pro Forma Basis; provided that the failure to deliver a notice under this Section 1.03(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 1.03(c); and (d) if Silgan has made an LCA Election for election with respect to any Limited Condition AcquisitionAcquisition to test a financial 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 or basket availability with respect to any other Specified Transaction 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 Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated required to be satisfied (x) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the related incurrence and/or assumption of Indebtedness and the use of proceeds thereofIndebtedness) have been consummated and (y) assuming such Limited Condition Acquisition and other transactions in connection therewith (including the related incurrence and/or assumption of Indebtedness) 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. Notwithstanding anything to the contrary herein, in no event shall there be more than four Limited Condition Acquisitions at any time outstanding.

Limited Condition Acquisitions. Notwithstanding anything In the event that a Borrower notifies the Administrative Agent in this Agreement or writing that any Loan Document proposed Permitted Acquisition is a Limited Condition Acquisition and that such Borrower wishes to test the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance conditions to such Limited Condition Acquisition and the availability of Incremental Term Loans that is to be used to finance such Limited Condition Acquisition in accordance with this Agreement Section, then, so long as agreed to by the Administrative Agent and the lenders providing such Incremental Term Loans, the following provisions shall apply: (including the determination of compliance with a) any provision of this Agreement which condition to such Limited Condition Acquisition or such Incremental Term Loans that requires that no Unmatured Default or Event of Default has occurred, is shall have occurred and be continuing or would result therefrom, but excluding Section 4.02 to at the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation time of a such Limited Condition Acquisition, Acquisition or the date of determination incurrence of such ratio or any basket based on Consolidated EBITDA or total assetsIncremental Term Loans, and determination of whether any shall be satisfied if (i) no Unmatured Default or Event of Default has occurredshall have occurred and be continuing at the time of the execution of the definitive purchase agreement, is continuing or would result therefrom merger agreement or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for acquisition agreement governing such Limited Condition Acquisition are entered into and (the “LCA Test Date”ii) no Event of Default under any of Sections 7.01(a), 7.01(b), 7.01(h) or 7.01(i) shall have occurred and if, after such ratios be continuing both before and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into any Indebtedness incurred in connection therewith (including such Incremental Term Loans); (b) any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior condition 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; provided that no such acquisition shall constitute a Limited Condition Acquisition unless or such Incremental Term Loans that the Payment Conditions are satisfied on a Pro Forma Basis on representations and warranties in this Agreement and the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower other Loan Documents shall be true and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested correct at the time of consummation of such Limited Condition Acquisition or the incurrence of such Incremental Term Loans 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 Incremental Term Loans shall be true and correct, but only to the extent that the applicable 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 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 Limited Condition Acquisition; (c) any financial ratio test or condition, may upon the written election of a Borrower delivered to the Administrative Agent prior to the execution of the 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 Specified Transactions. If 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 sub-clause (ii) of this Section 1.07(c); and (d) if a Borrower has made an LCA Election for election with respect to any Limited Condition AcquisitionAcquisition to test a financial 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 or basket availability with respect to any other Specified Transaction 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 Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated required to be satisfied (x) on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Indebtedness and the use of proceeds thereofIndebtedness) have been consummated and (y) assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) 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. Notwithstanding anything to the contrary herein, in no event shall there be more than two Limited Condition Acquisitions at any time outstanding.

Limited Condition Acquisitions. (a) Notwithstanding anything in this Agreement or any other provision of any Loan Document Document: (b) With respect to any Limited Condition Acquisition only (i), (A) any requirement in the contrary, when calculating any applicable ratio definition of Permitted Acquisition or any basket based on Consolidated EBITDA in Section 8.02(o) or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires 8.03(f)(ii) that no Default or Event of Default has occurred, is continuing exists or would result therefromfrom any event or specified transaction, but excluding (B) any calculation of Consolidated Total Assets for the purposes of Section 4.02 to 8.02(o) or 8.03(p) and (C) the extent set forth thereinConsolidated Net Leverage Ratio Test specified in Section 8.03(f)(i) shall, in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shalleach case, at the option election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”)Company, be deemed to be determined as of the date the definitive agreements for such Limited Condition Acquisition are entered into and (ii) the “LCA Test Date”) representations and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions warranties required to be entered into in connection therewith (including any incurrence made pursuant to the definition of Indebtedness and the use of proceeds thereof) as if they occurred Permitted Acquisition shall, at the beginning election of the applicable Test Period ending prior Company, be limited 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; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, Specified Representations. (xc) 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) 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 Company has made an LCA Election election under clause (a)(i) of this Section 1.12 for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, Dispositions, Investments, the prepayment, redemption, purchase, defeasance or other Specified Transaction satisfaction of Subordinated Debt, or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date date of determination and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated except (solely in the case of any ratio or basket with respect to the making of Restricted Payments or the prepayment, redemption, purchase, defeasance or other satisfaction of Subordinated Debt) to the extent such calculation on a Pro Forma Basis would result in a lower ratio or increased basket availability (as applicable) than if calculated without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or (a) In connection with any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement action (including the determination incurrence of any Indebtedness or Liens or the making of any investments, Restricted Payments, Asset Sales or fundamental changes or the designation of any Person as an Unrestricted Subsidiary or as a Subsidiary) being taken in connection with a Limited Condition Acquisition, for purposes of (i) determining compliance with any provision of this Agreement which requires that no Default the calculation of the Senior Secured First Lien Leverage Ratio, the Total Secured Leverage Ratio, the Total Leverage Ratio or Event of Default has occurred, is continuing the Fixed Charge Coverage Ratio or would result therefrom, but excluding Section 4.02 to the extent (ii) testing baskets set forth therein) in connection with this Agreement (including baskets measured as a Specified Transaction undertaken percentage of Consolidated Total Assets), in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shalleach case, at the option of Holdings (and, if Holdings elects to exercise such option, such option shall be exercised on or prior to the Borrower date on which the definitive agreement for such Limited Condition Acquisition is executed) (the Borrower’s Holdings’ election to exercise such option in connection with any Limited Condition Acquisition, 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, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending prior to on the LCA Test Date, the Borrower Holdings could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if Holdings 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 in connection with any action taken with respect to such ratios Limited Condition Acquisition 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 Holdings or the Borrower and its Subsidiaries) Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such baskets or ratios and other provisions will not be deemed not to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedfluctuations.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary herein, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement for purposes of (i) measuring the relevant ratios (including the determination First Lien Net Leverage Ratio (including, without limitation, for purposes of determining pro forma compliance with the Financial Covenant as a condition to effecting any provision such transaction), the Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio) and baskets (including baskets measured as a percentage of this Agreement which requires that no EBITDA or Consolidated Total Assets) with respect to the incurrence of any Indebtedness or Liens or the making of any Permitted Acquisitions or other similar investments, or (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default has occurredDefault, is continuing or would result therefromin the case of clauses (i) and (ii), but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection Limited Condition Acquisition, if the Borrower has made an LCT Election with the consummation of a respect to such Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event such action is permitted hereunder (including, in the case of Default has occurredcalculating EBITDA, is continuing or would result therefrom or other applicable covenant shall, at the option reference date for determining which Reference Period shall be the most recently ended Reference Period for purposes of the Borrower (the Borrower’s election to exercise making such option in connection with any Limited Condition Acquisition, an “LCA Election”), calculation) shall be deemed to be the date the definitive agreements for (or in the case of an Limited Condition Acquisition that involves some other manner of establishing a binding obligation under local law, such other binding obligations to consummate) such Limited Condition Acquisition are entered into (the “LCA LCT Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred (with respect to income statement items) at the beginning of of, or (with respect to balance sheet items) on the applicable Test last day of, the most recent Reference Period ending prior to the LCA LCT Test Date, the Borrower Loan Parties could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios ratio, basket, representation and provisionswarranty, or Event of Default “blocker” such provisions ratio, basket, or representation and warranty or Event of Default “blocker” shall be deemed to have been complied with; provided that with (and no Default or Event of Default shall be deemed to have arisen thereafter with respect to such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Datefrom any such failure to comply with such ratio, basket, or representation and warranty). For the avoidance of doubt, (x) if the Borrower has made an LCT Election and any of such ratios are exceeded the ratios, baskets, Default or Event of Default “blockers” or representations and warranties for which compliance was determined or tested as of the LCT Test Date would thereafter have failed to have been satisfied as a result of fluctuations in any such ratio (or basket, including due to fluctuations in EBITDA, Unrestricted Cash and Cash Equivalents, Total Funded Indebtedness or Consolidated EBITDA of the Borrower and its Subsidiaries) Total Assets or otherwise, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such baskets, ratios or representations and other provisions warranties will not be deemed to have failed to have been exceeded satisfied 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 Transactionsotherwise. If the Borrower has made an LCA LCT Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA 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 (or in the case of an Limited Condition Acquisition that involves some other manner of establishing a binding obligation under local law, such other binding obligations to consummate) such Limited Condition Transaction Acquisition is terminated or expires expires, in each case without consummation of such Limited Condition Acquisition, any such ratio (other than the Financial Covenant) or basket shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. Notwithstanding the foregoing provisions of this paragraph or any other provision of this Agreement, any unfunded commitments outstanding at any time in respect of any individual Incremental Term Loan Facility pursuant to Section 2.22 established to finance a Limited Condition Acquisition may be terminated only by the lenders holding more than 50% of the aggregate amount of the commitments in respect of such Incremental Term Loan Facility (or by the Administrative Agent acting at the request of such Lenders), and not, for the avoidance of doubt, automatically or by the Required Lenders or any other Lenders (or by the Administrative Agent acting at the request of the Required Lenders or any other Lenders).

Limited Condition Acquisitions. Notwithstanding anything (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 that requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any Loan Document 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 on which the definitive acquisition agreements for such Limited Condition Acquisition are entered. 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 on which the definitive acquisition agreements for the applicable Limited Condition Acquisition were entered into and prior to or on the contrarydate of the consummation of such Limited Condition Acquisition, when calculating any applicable ratio 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 basket based on Consolidated EBITDA or total assetsaction 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, or for purposes of: (i) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of the Consolidated First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 the Consolidated EBITDA to the extent Consolidated Interest Expense Ratio; or (ii) testing baskets set forth therein) in connection with this Agreement (including baskets measured as a Specified Transaction undertaken percentage of Consolidated Total Assets or Consolidated EBITDA); in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shalleach case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date on which the definitive acquisition agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending most recently ended on or prior to the applicable LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if the Borrower has made an LCA Election and any of such the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio (or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower and its Subsidiaries) at or the Person subject to such Limited Condition Acquisition, on or prior to the date of consummation of the relevant Limited Condition Acquisitiontransaction or action, such baskets or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactionsfluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability test with respect to any other Specified Transaction the Incurrence of Indebtedness or Liens, or the making of distributions or Restricted Payments, Investments, payments pursuant to Section 10.7, Dispositions, mergers, Dispositions 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket test shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything (a) In connection with any action being taken in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result therefromfrom any such action, but excluding Section 4.02 to as applicable, such condition shall, at the extent set forth therein) in connection with a Specified Transaction undertaken in connection with option of the consummation Borrower, be deemed satisfied, so long as no Default, Event of a Default or specified Event of Default, as applicable, exists on the date into which the definitive agreements for such Limited Condition AcquisitionAcquisition are entered. For the avoidance of doubt, if the date Borrower has exercised its option under the first sentence of determination of such ratio or any basket based on Consolidated EBITDA or total assetsthis clause (a), and determination of whether any Default or Event of Default has occurredoccurs 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 continuing permitted hereunder. (b) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Fixed Charge Coverage Ratio, the Consolidated Net Leverage Ratio, Secured Net Leverage Ratio or would result therefrom or other applicable covenant shallthe Senior Net Leverage Ratio; or (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date on which the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including (i) any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable most recent Test Period ending 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 ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if the Borrower has made an LCA Election and any of such the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio (or basket, including due to fluctuations in Consolidated consolidated EBITDA or Total Assets of the Borrower and its Subsidiaries) or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such baskets or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactionsfluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any the incurrence of Indebtedness or Liens, or the making of Restricted Payments, Dispositions, mergers, the conveyance, lease or other Specified Transaction 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything As it relates to any action being taken solely in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of: (i) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no the calculation of any financial ratio or financial test, (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or total assets), or (iii) testing whether the Payment Conditions (including Availability as a component thereof) have been satisfied or a Default or Event of Default has occurredoccurred and, is continuing or would result therefrom, but excluding Section 4.02 with respect to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a any Revolving Commitment Increase to finance such Limited Condition Acquisition, the date of determination testing whether any representation or warranty in any Loan Document is correct as of such ratio or any basket based on Consolidated EBITDA or total assetsdate, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallin each case, at the option of the Administrative Borrower (the Administrative Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA LCT Election”), the date of determination of whether any such action is permitted hereunder, any such Default or Event of Default exists and any such representation or warranty is correct shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA LCT Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition (and the other Specified Transactions transactions to be entered into in connection therewith (therewith, including any incurrence of Indebtedness and the use of proceeds thereof) , as if they had occurred at on the beginning first day of the applicable Test Period ending most recently ended four fiscal quarter period prior to the LCA LCT Test Date), the Administrative Borrower could or the applicable Restricted Subsidiary would have taken been permitted to take such action on the relevant LCA LCT Test Date in compliance with such ratios and provisionsratio, test or basket, such provisions ratio, test or basket shall be deemed to have been complied withwith or if no such Default or Event of Default shall exist on such LCT Test Date or such representation or warranty is correct as of such LCT Test Date then such condition shall be deemed satisfied on the date of consummation of such LCT Test Date for purposes of clause (iii) above; provided that no if financial statements for one or more subsequent fiscal periods shall have become available, the Administrative Borrower may elect, in its sole discretion, to redetermine all such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCA LCT Test Date. For the avoidance of doubt, (x) if the Administrative Borrower has made an LCT Election and any of such ratios are exceeded the ratios, tests or baskets 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 (ratio, test or basket, including due to fluctuations in Consolidated EBITDA or total assets of the Administrative Borrower and its Subsidiaries) or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Acquisition, such baskets, tests or ratios and other provisions or requirement will not be deemed to have failed to have been exceeded complied with 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 Transactionscircumstance. If the Administrative Borrower has made an LCA LCT Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio ratio, test or basket availability with respect to any other Specified Transaction on or transaction permitted hereunder (each, a “Subsequent Transaction”) following the relevant LCA 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 for such Limited Condition Transaction 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 ratio, test or basket shall be calculated 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 Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of Consolidated EBITDA, Consolidated Senior Net Leverage Ratio, Consolidated Fixed Charge Coverage Ratio or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such any other financial ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallmetric, 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, 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, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending most recent 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 ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness, the grant of Liens, or the making of Investments, Restricted Payments, Dispositions, mergers and consolidations or other transfer of all or substantially all of the assets of any other Specified Transaction Loan Party or any Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming both that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and have not been consummated.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or connection with a Limited Condition Acquisition for purposes of (a) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of the Consolidated Fixed Charge Coverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Leverage Ratio, or Event any other financial ratio hereunder or any testing of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent baskets set forth therein) in connection with a Specified Transaction undertaken this Agreement, in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shalleach case, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder (including the incurrence of any Indebtedness and the making of any Investment), shall be deemed to be the date on which the definitive agreements for such Limited Condition Acquisition are entered into (except as provided below, the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period most recent four consecutive fiscal quarters ending prior to the LCA Test DateDate for which consolidated financial statements of the Lead Borrower are available, the Lead Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided with and (b) determining compliance with any provisions of this Agreement which requires that no Default, Event of Default, Specified Default, or specified Event of Default, as applicable, has occurred, is continuing, or would result from any such acquisition action, as applicable, such condition shall constitute a Limited Condition Acquisition unless the Payment Conditions are be deemed satisfied on a Pro Forma Basis so long as no Default, Event of Default, Specified Default, or specified Event of Default, as applicable, exists on the applicable LCA Test Date. For the avoidance of doubt; provided, (x) if any of such ratios are exceeded as a result of fluctuations however, that, in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisitionall cases, 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 shall be consummated on or related Specified Transactionsbefore the date which is 180 days after the LCA Test Date (provided, however, that if such Limited Condition Acquisition shall not have been consummated on or before the such 180th day and the definitive documents for such Limited Condition Acquisition shall have neither been terminated nor expired, the Lead Borrower may elect to reset the LCA Test Date for such Limited Condition Acquisition so that the LCA Test Date for all purposes of this Section 1.11 relating to such Limited Condition Acquisition shall be the same date on which such 180-day period would have otherwise ended and, in such case, the LCA Test Date for such Limited Condition Acquisition shall be such reset LCA Test Date and all determinations made on the LCA Test Date under this Section 1.11 with respect to such Limited Condition Acquisition shall be made anew on such reset LCA Test Date, taking into account all facts and circumstances existing as of such reset LCA Test Date). If the Lead Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio ratio, test, or basket availability with respect to any other Specified Transaction on or transaction permitted hereunder (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction 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 ratio, test or basket shall be calculated 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 thereofthereof or the making of any Investment) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event the calculation of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such any financial ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallmetric, 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, 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, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending most recent 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 ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness, the grant of Liens, or the making of Investments, Restricted Payments, Dispositions, mergers and consolidations or other transfer of all or substantially all of the assets of any other Specified Transaction Group Member on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming both that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and have not been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or (a) For purposes of (i) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which that requires that no Default or Event the calculation of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionSecured Net Leverage Ratio, the date Interest Coverage Ratio or the Total Net Leverage Ratio, (ii) determining compliance with representations and warranties or the occurrence of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred(other than an Event of Default under Section 8.1(a), 8.1(b), 8.1(h) or 8.1(i)) or (iii) testing availability under baskets set forth herein (including, in each case, with respect to the incurrence of Indebtedness under an Incremental Commitment incurred in connection therewith), in each case, in connection with a Permitted Acquisition whose consummation is continuing not conditioned on the availability of, or would result therefrom or other applicable covenant shallon obtaining, third party financing (any such Permitted Acquisition, a “Limited Condition Acquisition”), at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such Limited Condition Acquisition condition is satisfied shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into by the applicable purchaser(s) (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period 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 ratios and provisionsratio, basket or other requirement, such provisions ratio, basket or other requirement, as applicable, shall be deemed to have been complied with; provided that no with for such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and . (yb) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any (other Specified Transaction than maintenance testing of the Financial Covenants) on or following the relevant LCA Test Date and prior to the earlier of the date on which such all Limited Condition Acquisition is Acquisitions have either (i) been consummated or (ii) been terminated or expired in accordance with the date that terms of the definitive agreement for such Limited Condition Transaction is terminated or expires agreements applicable thereto without consummation of such Limited Condition Acquisitionconsummation, any such ratio or basket shall be (A) calculated (and tested) on a Pro Forma Basis pro forma basis assuming such all pending Limited Condition Acquisition Acquisitions and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated, (B) calculated (and tested) on a pro forma basis assuming each pending Limited Condition Acquisition (independent of, and without giving effect to, any other pending Limited Condition Acquisition) and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (C) calculated (and tested) assuming all pending Limited Condition Acquisitions have been terminated or expired in accordance with the terms of the definitive agreements applicable thereto without consummation. Notwithstanding anything set forth herein to the contrary, (x) in no event shall more than three Limited Condition Acquisitions be pending at any time and (y) any determination in connection with any Limited Condition Acquisition of compliance with representations and warranties or as to the occurrence or absence of any Default or Event of Default hereunder as of the date the definitive agreements for such Limited Condition Acquisition are entered into by the applicable purchaser(s) (rather than the date of consummation of the applicable Limited Condition Acquisition) shall not be deemed to constitute a waiver of or consent to any breach of representations and warranties hereunder or any Default or Event of Default hereunder that may exist at the time of consummation of such Limited Condition Acquisition.

Limited Condition Acquisitions. (a) Notwithstanding anything any other provision of this Agreement, in this Agreement or connection with any Loan Document action being taken in connection with and reasonably necessary to the contrarypermit a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement constituting a condition which requires (1) compliance with any Financial Covenant on a Pro Forma Basis after giving effect to such Limited Condition Acquisition, (2) that no Default or Event of Default Default, as applicable, has occurred, is continuing or would result therefromfrom any such action, but excluding Section 4.02 to the extent set forth thereinas applicable or (3) in connection with a Specified Transaction undertaken in connection with the consummation any representations or warranties be true and correct as of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assetsaction, and determination of whether any Default or Event of Default has occurredas applicable, is continuing or would result therefrom or other applicable covenant such condition shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be satisfied, so long as (x) no Default or Event of Default, as applicable, exists, such representations and warranties are true and correct and each such Financial Covenant is satisfied, as applicable, on a Pro Forma Basis, in each case, on the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions actions to be entered into taken in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if such Limited Condition Acquisition and other actions had occurred on such date and (y) on the closing date of such Limited Condition Acquisition and on the date of the incurrence of any Indebtedness the proceeds of which are to be used to consummate such Limited Condition Acquisition, (i) no Event of Default under Section 7.01(a) or (e) shall have occurred and be continuing and (ii) the representations and warranties (x) that would constitute “specified representations” and (y) contained in any related acquisition agreement, purchase agreement or merger agreement to the extent that the Borrower or any affiliate of the Borrower would have the right to terminate its obligations under such agreement or decline to consummate the Limited Condition Acquisition as a result of a breach of such representation and warranty, shall be true and correct. For the avoidance of doubt, if the Borrower has made an LCA Election in connection with a Limited Condition Acquisition, and any Default or Event of Default (other than any Event of Default under Section 7.01(a) or (e)) 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 solely for purposes of determining whether the consummation of such Limited Condition Acquisition or the incurrence of any Indebtedness to finance such Limited Condition Acquisition is permitted hereunder. (b) In connection with any action being taken solely in connection with a Limited Condition Acquisition for which the Borrower has made an LCA Election (but not for any other purpose), for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Total Asset Coverage Ratio, the RC Asset Coverage Ratio, the Corporate Indebtedness to EBITDA Ratio, the Interest Expense Coverage Ratio or the Consolidated Indebtedness to Consolidated Tangible Net Worth Ratio; or (ii) testing availability under any Basket; in each case, the date of determination of whether any such action is permitted hereunder shall be deemed to be the LCA Test Date, and if on a Pro Forma Basis, after giving effect to the Limited Condition Acquisition (including, for the avoidance of doubt, both (x) Consolidated EBITDA of or attributable to the target companies or assets associated with any such Limited Condition Acquisition and (y) Indebtedness expected to be incurred to finance the Limited Condition Acquisition (if any)) and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the applicable Test Period most recent 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 ratios and provisionsratio or Basket, such provisions ratio or Basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if the Borrower has made an LCA Election and any of such the ratios or Baskets for which compliance was permitted to be determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) or Basket, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such Baskets or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition relevant transaction or action is permitted hereunder and (y) such ratios and other provisions shall not to be tested at the time of consummation of such Limited Condition Acquisition consummated or related Specified Transactionstaken. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket Basket availability with respect to any the incurrence of Indebtedness or Liens, or the making of Dividends, mergers, the conveyance, lease or other Specified Transaction transfer of assets, 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket Basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereofIndebtedness) in connection therewith have been consummated.

Limited Condition Acquisitions. Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of require compliance with any provision of this Agreement which requires that no Default financial ratio or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) test in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, at the option of the Borrower, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, the relevant condition is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), satisfied shall be deemed to be the date (on the basis of the financial statements for the most recently ended period of four quarters of the Borrower for which financial statements have been delivered) of execution of the definitive agreements for agreement with respect to such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if), after such ratios giving effect to the relevant Limited Condition Acquisition and other provisions are measured related incurrence of Indebtedness, on a Pro Forma Basis after giving effect to such Basis; provided, that, notwithstanding the foregoing, the Limited Condition Acquisition and the other Specified Transactions related Indebtedness to be entered into in connection therewith incurred (including and any incurrence of Indebtedness associated Lien) and the use of proceeds thereofthereof (and the consummation of any Acquisition or Investment) as if they occurred shall be deemed incurred and/or applied at the beginning of the applicable Test Period ending prior to the LCA Test Date, Date (until such time as the Borrower could have taken such action on Indebtedness is actually incurred or the relevant LCA Test Date in applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition) and outstanding thereafter for purposes of pro forma compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless any applicable calculation of the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Datefinancial covenants set forth in Section 8.11. For the avoidance of doubt, (x) if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA or the consolidated EBITDA of the Borrower and its Subsidiaries) target of any Limited Condition Acquisition), at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not to be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedtaken.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when (a)(i) calculating any applicable ratio (other than the Minimum Consolidated Fixed Charge Coverage Ratio and the Maximum Consolidated Net Leverage Ratio, in each case as at the last day of any period of four consecutive trailing fiscal quarters of Holdings, as required by Section 7.1) or the use of any basket based on Consolidated EBITDA basket, (ii) determining the accuracy of the representations and warranties set forth in Section 4 hereof or total assets(iii) determining satisfaction of any conditions precedent, or (b) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which that requires that no Default or Event of Default has occurred, occurred is continuing or would result therefromtherefrom (other than a Default or Event of Default pursuant to Section 8.1(a) or (f)), but excluding Section 4.02 to the extent set forth thereinin each case of (a) and (b) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallsuch compliance will, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured ). If on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) calculated as if they such Limited Condition Acquisition and other transactions had occurred at the beginning of the applicable Test Period most recently ended period of four consecutive trailing fiscal quarters of Holdings ending prior to the LCA Test DateDate for which financial statements have been delivered pursuant to Section 6.1, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsthe applicable requirements, then such provisions shall will be deemed to have been complied with; provided that no , unless an Event of Default pursuant to Section 8.1(a) or (f) will be continuing on the date such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Dateis consummated. For the avoidance of doubt, (xi) 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 SubsidiariesAdjusted EBITDA) 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 (yii) such ratios and other provisions shall compliance with such conditions will not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactionstransactions, except that on such date an Event of Default pursuant to Section 8.1(a) or (f) may not be continuing. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall will be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) both (a) have not been consummated and (b) have been consummatedconsummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated or expires. Notwithstanding the foregoing, other than in connection with the creation of an additional tranche of Revolving Commitments in connection with a Limited Condition Acquisition as set forth in Section 2.27(a), the borrowing of any Revolving Loans in connection with a Limited Condition Acquisition shall be subject to the conditions set forth in Section 5.2.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio ratio, the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio ratio, the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement contrary contained herein (including the determination of compliance in connection with any provision calculation made on a Pro Forma basis or giving Pro Forma Effect), in the case of this Agreement which requires that no Default (i) the incurrence of any Indebtedness (other than the incurrence of Revolving Loans), the making of any Investment, Disposition or Event of Default has occurredconsolidation, is continuing merger or would result therefromother fundamental change, but excluding Section 4.02 to the extent set forth therein) in each case, in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionAcquisition or (ii) determining compliance with any financial covenant or test (and the component definitions thereof), representations and warranties (other than customary “specified representations” and any “specified acquisition agreement representations” made by the date sellers or by (or on behalf of) the target company thereof) or the occurrence of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred(other than any Specified Event of Default), is continuing or would result therefrom or other applicable covenant shallin each case, in connection with a Limited Condition Acquisition, at the option of the Borrower Borrower’s election (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the relevant ratios and baskets and the determination of whether any such action is permitted hereunder shall be deemed to be determined either (x) the date the definitive agreements for such Limited Condition Acquisition are entered into is consummated or (y) as of the date (the “LCA Test Date”) a definitive acquisition agreement for such Limited Condition Acquisition (a “Limited Condition Acquisition Agreement”) is entered into, and if, after such ratios and other provisions are measured on a Pro Forma Basis after calculated giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (therewith, including any the incurrence of Indebtedness and the use of proceeds thereof) Indebtedness, as if they occurred were consummated at the beginning of the applicable Test Period 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability for the purpose of the incurrence of any Indebtedness, the making of any Investment, Disposition or consolidation, merger or other fundamental change, in each case, not in connection with respect the Limited Condition Acquisition to any other Specified Transaction which the LCA Election relates (a “Subsequent Transaction”) on or following the relevant LCA Test Date and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction Acquisition Agreement is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated both (A) 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 consummatedconsummated until such time as the applicable Limited Condition Acquisition has actually closed or the Limited Condition Acquisition Agreement has been terminated and (B) on a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith and such Subsequent Transaction must be permitted as calculated under clauses (A) and (B); provided that this sentence does not require a recalculation of, or additional compliance with, any ratios or baskets to consummate the Limited Condition Acquisition.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or (a) In the case of (i) the incurrence of any Loan Document Indebtedness (other than Indebtedness under any Incremental Facility, which shall remain subject to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance terms and conditions thereof with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 respect to the extent set forth thereinimpact, if any, of any Limited Condition Acquisition) or Liens or the making of any Investments (other than a Permitted Acquisition which shall remain subject to the terms and conditions thereof with respect to the impact, if any, of any Limited Condition Acquisition) or consolidations, mergers or other fundamental changes pursuant to Section 6.3, in each case, in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, Acquisition or (ii) determining compliance with representations and warranties or the date occurrence of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred(other than a Default or Event of Default under Section 8.1(a), is continuing Section 8.1(f) or would result therefrom or other applicable covenant shallSection 8.1(g)), at the option of the Borrower (the Borrower’s election to exercise such option in each case, in connection with a Limited Condition Acquisition (other than for purposes of the borrowing of Indebtedness under any Incremental Facility, which shall remain subject to the terms and conditions thereof with respect to the impact, if any, of any Limited Condition Acquisition, an “LCA Election”), at the Borrower’s option, the relevant ratios and baskets and whether any such action is permitted hereunder shall be deemed to be determined as of the date the a definitive agreements acquisition agreement for such Limited Condition Acquisition are entered into (the a “LCA Test DateLimited Condition Acquisition Agreement”) is entered into, and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to calculated as if such Limited Condition Acquisition (and the any other Specified Transactions to be entered into pending Limited Condition Acquisition) and other 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) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test DateIndebtedness, the Borrower could have taken were consummated on such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied withdate; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made such an LCA Election for any Limited Condition Acquisitionelection, then in connection with any subsequent the calculation of any ratio or basket availability with respect to the incurrence of any other Specified Transaction Indebtedness (other than Indebtedness under any Incremental Facility, which shall remain subject to the terms and conditions thereof with respect to the impact, if any, of any Limited Condition Acquisition) or Liens, or the making of any other Investments, Restricted Payments, Restricted Debt Payments, Dispositions, the making of any Investments or consolidations, mergers or other fundamental changes pursuant to Section 6.3 on or following the relevant LCA Test Date such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement Limited Condition Acquisition Agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisitionterminated, any such ratio or basket shall be calculated on a Pro Forma Basis pro forma basis assuming 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 incurrence of Indebtedness and the use of proceeds thereof) Indebtedness, have been consummated. (b) Notwithstanding anything set forth herein to the contrary, any determination in connection with a Limited Condition Acquisition of compliance with representations and warranties or as to the occurrence or absence of any Default or Event of Default hereunder as of the date the applicable Limited Condition Acquisition Agreement (rather than the date of consummation of the applicable Limited Condition Acquisition), shall not be deemed to constitute a waiver of or consent to any breach of representations and warranties hereunder or any Default or Event of Default hereunder that may exist at the time of consummation of such Limited Condition Acquisition.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or When calculating the availability under any Loan Document to the contrary, when calculating any applicable ratio or any basket threshold based on a dollar amount, percentage of Consolidated EBITDA Tangible Assets or total assetsother financial measure (a “basket” or “cap”) or ratio under this Indenture, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurredin each case, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such basket or ratio or and of any basket based on Consolidated EBITDA or total assets, and determination of whether any requirement that there be no Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallmay, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionIssuer, an “LCA Election”), 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 if, after into. Any such ratios and other provisions are measured ratio or basket shall be calculated on a Pro Forma Basis pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definitions of Fixed Charge Coverage Ratio and Indebtedness to Consolidated Tangible Net Worth Ratio, after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into transactions in connection therewith (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof) as if they occurred had been consummated at the beginning of the applicable Test Period ending prior period (in the case of Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Incurred), as of the date of determination (in the case of Indebtedness to Consolidated Tangible Net Worth Ratio) and at the LCA Test Date, end of the Borrower could have taken applicable period (in the case of Consolidated Tangible Assets) for purposes of determining the ability to consummate any such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied withLimited Condition Acquisition; provided that no if the Issuer elects to make such acquisition shall constitute a Limited Condition Acquisition unless determination as of the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance date of doubtsuch definitive agreement(s), then (xi) if any of such ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such ratio or basket (including due to fluctuations in Consolidated EBITDA Net Income, Consolidated Tangible Assets or Consolidated Tangible Net Worth of the Borrower Issuer or the target company) subsequent to such date of determination and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions 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 hereunder and under this Indenture, (yii) such ratios and other provisions or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If transactions, (iii) any such transactions (including any incurrence or issuance of Indebtedness or preferred stock and the Borrower has made an LCA Election for any Limited Condition Acquisitionuse of proceeds thereof, then in connection with any subsequent calculation the granting, creation, incurrence or suffering to exist of any ratio or basket availability with respect Lien and the making of any Investment) shall be deemed to any other Specified Transaction have occurred on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition the definitive agreement(s) is consummated entered into and shall be deemed outstanding thereafter for purposes of calculating any ratios or baskets (other than Consolidated Tangible Assets) under this Indenture after the date that of such definitive agreement(s) and before the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any unless such ratio definitive agreement(s) is terminated or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any or incurrence or issuance of Indebtedness or preferred stock or such other transaction to which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will not occur and (iv) to the use extent that baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of proceeds thereofConsolidated Tangible Assets, Consolidated Tangible Net Worth, Consolidated Net Income or Consolidated Cash Flow Available for Fixed Charges for purposes of other incurrences of Indebtedness or Liens or making of Restricted Payments (not related to such Limited Condition Acquisition) have been consummatedshall not reflect such Limited Condition Acquisition until it is closed.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating in the case of the incurrence of any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining Indebtedness (other compliance with this Agreement (than under Revolving Loans but including the determination incurrence of compliance with indebtedness under any provision Incremental Facility) or Liens or the making of this Agreement which requires that no Default any Investments, Restricted Payments, redemption of Subordinated Indebtedness, Dispositions or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) fundamental changes in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date existence of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurredDefault, is continuing the accuracy of any representations and warranties, and any relevant ratio (other than for purposes of actual compliance with Section 7.1) or would result therefrom or other applicable covenant basket shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be determined as of the date the definitive agreements documentation for such Limited Condition Acquisition are is entered into (and, as applicable, calculated as if the acquisition and other pro forma events in connection therewith were consummated on such date ( the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with); provided that no such acquisition shall constitute a Limited Condition Acquisition unless shall be permitted if a Specified Event of Default shall exist at the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Datetime of its consummation (or would be caused thereby). For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated Adjusted EBITDA of the Borrower and its Subsidiariesthe other Group Members) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified TransactionsAcquisition. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided that, solely with respect to Restricted Payments, any such ratio or basket shall also be calculated without giving effect to such Limited Condition Transaction and the other transactions in connection therewith.

Limited Condition Acquisitions. Notwithstanding anything in When calculating the availability under any basket or ratio under this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision (including, for the avoidance of doubt, Payment Conditions) of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to (other than the extent set forth thereinFinancial Covenant) in connection with a Specified Transaction undertaken in connection with the consummation of a any Limited Condition AcquisitionAcquisition and any actions or transactions related thereto, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallin each case, at the option of the Borrower Agent (the BorrowerBorrower Agent’s election to exercise such option in connection with any Limited Condition Acquisitionoption, an “LCA LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default)) hereunder shall be deemed to be the date (the “LCT Test Date”) the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) into, and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith any actions or transactions related thereto (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Dateand any related pro forma adjustments, the Borrower could Agent or any of its Subsidiaries would have taken been permitted to take such action actions or consummate such transactions on the relevant LCA LCT Test Date in compliance with such ratios ratio, test or basket (and provisionsany related requirements and conditions), such provisions ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied withwith (or satisfied) for all purposes (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued or incurred at the LCT Test Date or at any time thereafter); provided provided, that no any such acquisition shall constitute a Limited Condition Acquisition unless (x) which is a Permitted Acquisition shall be consummated prior to the Payment Conditions are satisfied on date which is 180 days following such LCT Test Date or (y) which is an Investment (other than a Pro Forma Basis on Permitted Acquisition) shall be consummated prior to the applicable LCA date which is 90 days following such LCT Test DateDate (each such period, a “LCT Period”). For the avoidance of doubt, if the Borrower Agent has made an LCT Election, (x1) if any of such ratios are the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time during the applicable LCT Period have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio (ratio, test or basket, including due to fluctuations in Consolidated Adjusted EBITDA or Consolidated Total Assets of the Borrower and its Subsidiaries) at Agent or prior the Person subject to the consummation of the relevant such Limited Condition Acquisition, such baskets, tests or ratios and other provisions will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations fluctuations, (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time during the applicable LCT Period not have been complied with or satisfied (including due to the occurrence or continuation of an Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing, solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such applicable Limited Condition Acquisition and other any actions or transactions in connection therewith related thereto (including any incurrence of Indebtedness and the use of proceeds thereof) are permitted hereunder) and (3) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Acquisition following the relevant LCT Test Date and prior to the date on which such Limited Condition Acquisition is consummated, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Acquisition and any actions or transactions related thereto (including any incurrence of Indebtedness and the use of proceeds thereof) and any related pro forma adjustments unless the definitive agreement (or notice) for such Limited Condition Acquisition is terminated or expires (or is rescinded) without consummation of such Limited Condition Acquisition; provided that, with respect to this clause (3), for the purposes of Sections 6.05 and 6.07 (other than Section 6.07(r)) only, Consolidated Net Income shall not include any Consolidated Net Income of or attributed to the target company or assets associated with any such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have been consummatedactually occurred.

Limited Condition Acquisitions. Notwithstanding anything In connection with the incurrence of any Indebtedness or Liens or the making of any Investments, Restricted Payments, restricted prepayments of Indebtedness, Dispositions or fundamental changes, in this Agreement or each case, in connection with a Limited Condition Acquisition (any Loan Document to of the contraryforegoing, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assetsan “LCA Action” and collectively, or the “LCA Actions”), for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement (other than Section 5.2(b)) which requires that no Default or Event of Default has occurred, is continuing or would result therefromfrom any such LCA Action, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisitionas applicable, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant condition shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be satisfied, so long as no Default or Event of Default exists on the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”). For the avoidance of doubt, if the Borrower has exercised the LCA Election, and any Default or Event of Default occurs following the LCA Test Date 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. (a) In connection with the incurrence of any LCA Action, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Leverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated First Lien Leverage Ratio or the Consolidated Coverage Ratio; or (ii) testing availability under baskets set forth in this Agreement (including any baskets based on a percentage of Consolidated EBITDA); in each case, upon the LCA Election, the date of determination of whether any such action is permitted hereunder, shall be the LCA Test Date, and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) on a pro forma basis as if they had occurred at the beginning of the applicable Test Period most recent four consecutive fiscal quarter period being used to calculate such financial ratio or basket 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 ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if the Borrower has made an LCA Election and any of such the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio (or basket, including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such baskets or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactionsfluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of any other Specified Transaction Indebtedness or Liens or the making of any Investments, Restricted Payments, restricted prepayments of Indebtedness, Dispositions or fundamental changes, in each case, on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. Consolidated Net Income (and any other financial defined term derived therefrom) shall not include any Consolidated Net Income of or attributable to the target Person or assets associated with any such Limited Condition Acquisition for usages other than in connection with the applicable transaction pertaining to such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in connection with a Limited Condition Acquisition for purposes of determining (a) whether any Indebtedness that is being incurred in connection with such Limited Condition Acquisition is permitted to be incurred in compliance with Section 7.03 or Section 2.12; (b) whether any Lien being incurred in connection with such Limited Condition Acquisition is permitted to be incurred in accordance with Section 7.01 or Section 2.12; (c) whether any other transaction undertaken or proposed to be undertaken in connection with such Limited Condition Acquisition complies with the covenants or agreements contained in this Agreement Agreement; and (d) any calculation of the ratios or any Loan Document baskets, including the Net Leverage Ratio, Senior Secured Net Leverage Ratio, Consolidated Net Income, Consolidated EBITDA and/or pro forma cost savings and baskets determined by reference to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Total Assets and whether a Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken exists in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, foregoing: at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date that the definitive agreements agreement for such Limited Condition Acquisition are is entered into (the “LCA Test Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and if, after such ratios and other consistent with the pro forma adjustment provisions are measured on a set forth in the definition of “Pro Forma Basis Basis” or “Consolidated EBITDA.” For the avoidance of doubt, if the Borrower elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in the Net Leverage Ratio, Senior Secured Net Leverage Ratio, Consolidated Net Income, Consolidated EBITDA and/or Total Assets of the Borrower from the Transaction Agreement Date to the date of consummation of such Limited Condition Acquisition will not be taken into account for purposes of determining whether any Indebtedness or Lien that is being incurred in connection with such Limited Condition Acquisition is permitted to be incurred, or whether any other transaction undertaken in connection with such Limited Condition Acquisition by the Borrower or any of the Restricted Subsidiaries complies with the Loan Documents and (b) after giving effect to the Transaction Agreement Date and until such Limited Condition Acquisition is consummated or the definitive agreements in respect thereof are terminated or expire, such Limited Condition Acquisition and the other Specified Transactions all transactions proposed to be entered into undertaken in connection therewith (including without limitation the incurrence of Indebtedness and Liens) will be given Pro Forma Effect when determining compliance of other transactions (including without limitation the incurrence of Indebtedness and Liens unrelated to such Limited Condition Acquisition) that are consummated after the Transaction Agreement Date and on or prior to the date of consummation of such Limited Condition Acquisition and any such transactions (including without limitation any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall will be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis occurred on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower Transaction Agreement Date and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely outstanding thereafter for purposes of determining whether calculating any baskets or ratios under the Limited Condition Acquisition is permitted hereunder Loan Documents after the Transaction Agreement Date and (y) such ratios and other provisions shall not be tested at before the time date of consummation of such Limited Condition Acquisition (or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then date the definitive agreements in connection with any subsequent calculation of any ratio respect thereof are terminated or basket availability expire); provided that solely with respect to any other Specified Transaction on Restricted Payments only (and only until such time as the applicable Limited Condition Acquisition has been consummated or following the relevant LCA Test Date and prior to the earlier of the date on which definitive documentation for such Limited Condition Acquisition is consummated or the date that the definitive agreement for terminated), such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket calculation shall also be calculated made on a Pro Forma Basis assuming standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedtherewith.

Limited Condition Acquisitions. Notwithstanding It is understood and agreed that, notwithstanding anything to the contrary in this Agreement or Agreement, in the case of any Loan Document Limited Condition Acquisition: (i) the condition set forth in clause (f) in the proviso of the definition of “Permitted Acquisition” shall be limited such that the only representations and warranties the accuracy of which shall be a condition to the contrarysatisfaction of such clause (f) in the proviso of the definition of “Permitted Acquisition” shall be (A) customary “specified representations”, when calculating and (B) such representations and warranties under the definitive agreement governing such Limited Condition Acquisition as entitle the applicable Loan Party to terminate its obligations under such definitive agreement or decline to consummate such Limited Condition Acquisition if such representations and warranties fail to be true and correct; (ii) if the proceeds of any Incremental Term Facility are being used to finance such Limited Condition Acquisition, and the applicable ratio Domestic Borrower has obtained Incremental Facility Commitments for such Incremental Term Facility, the conditions set forth in Section 2.01(c)(vii)(A)(2)(x) and Section 5.02(a) shall, if and to the extent the Lenders providing such Incremental Facility Commitments for such Incremental Term Facility so agree, be limited such that the only representations and warranties the accuracy of which shall be a condition to the availability of such Incremental Facility shall be (A) customary “specified representations”, and (B) such representations and warranties under the definitive agreement governing such Limited Condition Acquisition as entitle the applicable Loan Party to terminate its obligations under such definitive agreement or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement decline to consummate such Limited Condition Acquisition if such representations and warranties fail to be true and correct; (including iii) the determination condition set forth in clause (a) in the proviso of compliance with any provision the definition of this Agreement which requires that “Permitted Acquisition” shall be satisfied if (A) no Default or shall have occurred and be continuing at the time of the execution of the definitive agreement governing such Limited Condition Acquisition, and (B) no Specified Event of Default shall have occurred and be continuing at the time of consummation of such Limited Condition Acquisition; (iv) if the proceeds of any Incremental Term Facility are being used to finance such Limited Condition Acquisition, and the applicable Domestic Borrower has occurredobtained Incremental Facility Commitments for such Incremental Term Facility, is continuing or would result therefromthe conditions set forth in Section 2.01(c)(ii), but excluding Section 4.02 2.01(c)(vii)(A)(2)(y) and Section 5.02(b) shall, if and to the extent set forth thereinthe Lenders providing such Incremental Facility Commitments for such Incremental Term Facility so agree, be satisfied if (A) in connection with a no Default shall have occurred and be continuing at the time of the execution of the definitive agreement governing such Limited Condition Acquisition, and (B) no Specified Transaction undertaken Event of Default shall have occurred and be continuing at the time of the funding of such Incremental Term Facility in connection with the consummation of a such Limited Condition Acquisition; and (v) for purposes of determining whether the condition set forth in clause (e) in the proviso of the definition of “Permitted Acquisition” has been satisfied in connection with such Limited Condition Acquisition, and, if the date proceeds of determination any Incremental Term Facility are being used to finance such Limited Condition Acquisition and the applicable Domestic Borrower has obtained Incremental Facility Commitments for such Incremental Term Facility, for purposes of calculating the applicable amounts in Section 2.01(c)(i)(A)(2) and Section 2.01(c)(i)(B) and determining whether the condition set forth in Section 2.01(c)(vii)(B) has been satisfied in connection with such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallLimited Condition Acquisition, at the option of the Borrower Representative (the BorrowerBorrower Representative’s election to exercise such option in connection with any Limited Condition Acquisition, an a “LCA Election”), ) the date of determination of such applicable amounts and whether any such 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”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such for the Limited Condition Acquisition and the other Specified Transactions to be entered into funding of such Incremental Term Facility in connection therewith (including any incurrence with the consummation of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Datesuch Limited Condition Acquisition, the Borrower could Loan Parties would have taken satisfied such action conditions on the relevant LCA Test Date in compliance with such ratios and provisionsDate, such provisions conditions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactionssatisfied. If the Borrower Representative has made an a LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio ratio, test or basket availability with respect to any other Specified Transaction on or hereunder (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or and the date that the definitive agreement for governing such Limited Condition Transaction 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 ratio, test or basket shall be calculated and tested both (x) on a Pro Forma Basis assuming such Limited Condition Acquisition and the other transactions in connection therewith (including any assumption or incurrence of Indebtedness and the use of proceeds thereofIndebtedness) have been consummatedconsummated on the relevant LCA Test Date until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement governing such Limited Condition Acquisition has been terminated or expires without consummation of such Limited Condition Acquisition, and (y) on a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith. It is understood and agreed that this Section 1.03(e) shall not limit the conditions set forth in Section 5.02 with respect to any proposed Credit Extension, in connection with such Limited Condition Acquisition or otherwise, other than the incurrence of an Incremental Term Facility in connection with a Limited Condition Acquisition.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or For purposes of (i) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement or any other Loan Document which requires that no Default the calculation of the Consolidated Leverage Ratio, the Consolidated Secured Leverage Ratio or Event the Consolidated Fixed Charge Coverage Ratio (other than, in each case, for purposes of Section 7.1), (ii) determining compliance with representations, warranties, Defaults or Events of Default has occurred, is continuing (other than in connection with the making of any Revolving Loan or would result therefrom, but excluding Section 4.02 to Swingline Loan or the extent issuance of any Letter of Credit) or (iii) testing availability under baskets set forth therein) in this Agreement or any other Loan Document, in each case, in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, 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 Representative (the BorrowerBorrower Representative’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA LCT Election”), the date of determination of whether any such action is permitted under this Agreement and the other Loan Documents shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are Agreement is entered into (the “LCA LCT Test Date”) ), and if, after such ratios and other provisions are measured giving effect on a Pro Forma Basis after giving effect pro forma basis to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending prior four most recently ended consecutive fiscal quarters of Holdings for which financial statements have been delivered pursuant to the LCA Test DateSection 6.1, the Borrower applicable Group Member could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios and provisionsrepresentation, warranty, ratio or basket, such provisions representation, warranty, ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if the Borrower Representative has made an LCT Election and any of such 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 Consolidated EBITDA of the Borrower and its SubsidiariesEBITDA) at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such baskets or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactionsfluctuations. If the Borrower Representative has made an LCA LCT Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio ratios or basket availability with respect to any baskets (other Specified Transaction than for purposes of Section 7.1) 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 applicable Limited Condition Transaction Acquisition Agreement is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided that the Consolidated EBITDA of the target of such Limited Condition Acquisition shall not be included in any such calculation for any purposes other than (x) the incurrence test under Section 7.2 under which any Indebtedness in respect of such Limited Condition Acquisition is being incurred and (y) the incurrence test under Section 7.8 under which such Limited Condition Acquisition is being made, in each case until the date on which such Limited Condition Acquisition is consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding calculations of applicable ratios and determining other compliance with this Agreement with respect to (i) the definition of “Applicable Rate”, (ii) compliance with Section 4.02 to in connection with the extent set forth thereinBorrowing of any Revolving Loan and (iii) Section 6.13) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant required to be tested in connection with such Limited Condition Acquisition shall, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis pro forma basis after giving effect to such Limited Condition Acquisition (including, for the avoidance of doubt, with respect to any such Indebtedness the proceeds of which have been irrevocably deposited or are otherwise held in trust or under an escrow or other funding arrangement with a trustee or other agent under or with respect to such Indebtedness to secure such Indebtedness pending the application of such proceeds to finance such Limited Condition Acquisition, after giving pro forma effect to the release of any such proceeds from such escrow or other funding arrangement upon consummation of such Limited Condition Acquisition) and the other Specified Transactions to be entered into transactions consummated in connection therewith (including including, without limitation, any related Investment, Restricted Payment, Asset Sale or incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio or other applicable Test Period provision ending prior to the LCA Test Date, the Lead Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such ratios and provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, after an LCA Election is made, (x) if any of such ratios or provisions are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its SubsidiariesLead Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified TransactionsAcquisition. If the Lead Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any (i) ratio contained in Section 6.13, (ii) compliance with Section 4.02 in connection with the Borrowing of any Revolving Loan and (iii) the definition of “Applicable Rate”) or basket availability with respect to any other Specified Transaction transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary herein, when calculating any applicable ratio or any basket based for purposes of (i) determining compliance with Sections 6.1 and 6.2 on a pro forma basis and capacity under baskets (including baskets measured as a percentage of Consolidated EBITDA or total assets, based on a ratio test) with respect to the making of any Permitted Acquisitions or other Acquisitions permitted hereunder and the incurrence of any Indebtedness permitted hereunder in connection therewith (other than Indebtedness under or other use of the Revolving Commitment or the establishment of any Incremental Revolving Commitment) or (ii) determining other compliance with this Agreement (including the determination of compliance with representations and warranties or any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 test with respect to the extent set forth thereinmaking of any Permitted Acquisitions or other Acquisitions permitted hereunder and the incurrence of any Indebtedness permitted hereunder in connection therewith (other than Indebtedness under or other use of the Revolving Commitment or the establishment of any Incremental Revolving Commitment), in the case of clauses (i) and (ii), in connection with a Specified Transaction undertaken in connection Limited Condition Acquisition, if the Borrower has made an LCA Election with the consummation of a respect to such Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event such action is permitted hereunder (including, in the case of Default has occurredcalculating Consolidated EBITDA, is continuing or would result therefrom or other applicable covenant shall, at the option reference date for determining the most recently ended period of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), four consecutive fiscal quarters) shall be deemed to be the date the definitive agreements agreement for such Limited Condition Acquisition are (a “Limited Condition Acquisition Agreement”) is entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any the incurrence of any Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Dateon a pro forma basis, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios financial covenant, basket, representation and provisionswarranty or Default or Event of Default test, such provisions financial covenant, basket, representation and warranty or Default or Event of Default test shall be deemed to have been complied with; provided . Upon making an LCA Election with respect to any Limited Condition Acquisition, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower to the Administrative Agent (a) notifying the Administrative Agent of such LCA Election and (b) certifying that no each of the conditions for such acquisition shall constitute a Limited Condition Acquisition unless and any related transactions that are tested as of the Payment Conditions are LCA Test Date have been satisfied (which shall include calculations in reasonable detail for any conditions requiring compliance on a Pro Forma Basis on pro forma basis with the applicable covenants set forth in Article VI or with any relevant ratio tests) (such certificate, an “LCA Test DateElection Certificate”). For the avoidance of doubt, (x) if the Borrower has made an LCA Election and any of such ratios are exceeded the financial covenant, basket, representation and warranty or Default or Event of Default tests 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 (financial covenant or basket, including due to fluctuations in Consolidated EBITDA EBITDA, or changes in compliance with such representation and warranty or Default or Event of the Borrower and its Subsidiaries) Default test at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios financial covenant, basket, representation and other provisions warranty and Default or Event of Default tests will not be deemed to have failed to have been exceeded satisfied 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 Transactionschanges. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio (other than testing of actual compliance with the covenants set forth in Article VI and determination of the Leverage Ratio for purposes of determining the Applicable Margin) 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 Transaction Acquisition Agreement therefor is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated (x) 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 consummatedconsummated and (y) with respect to Restricted Payments only, also on a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith.

Limited Condition Acquisitions. Notwithstanding anything to the contrary in this Agreement or any Loan Document Agreement, for purposes of (i) measuring the relevant financial ratios and basket availability with respect to the contrary, when calculating incurrence of any applicable ratio Indebtedness (including any Incremental Term Facilities or Incremental Revolving Increase) or Liens or the making of any basket based on Consolidated EBITDA Investments or total assets, Restricted Payments or (ii) determining other compliance with this Agreement (including the determination representations and warranties or the occurrence of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurredDefault, is continuing or would result therefromin each case, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection Limited Condition Acquisition, if Borrower has made an LCA Election with the consummation of a respect to such Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, such action is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), permitted hereunder shall be deemed to be the date on which the definitive agreements for documentation with respect to such Limited Condition Acquisition are is entered into (the “LCA Test Date”) and and, if, after such ratios and other provisions are measured on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period most recent Fiscal Quarter ending prior to the LCA Test Date, the a Default or Event of Default shall not then have occurred and be continuing and Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsfinancial ratio, basket, representation or warranty, such provisions financial ratio, basket, representation or warranty and such condition with respect to the lack of Default or Event of Default shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of the consummation of such Limited Condition Acquisition or related Specified Transactions. If the and, if Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any financial 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 (x) the date on which such Limited Condition Acquisition is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such financial ratio or basket availability shall be calculated (and tested) 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 consummatedconsummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary herein, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including to the determination of compliance with any provision extent that the terms of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 require measuring the relevant financial ratios and basket availability with respect to the extent set forth therein) incurrence of any Indebtedness or Liens or the making of any Investments, Restricted Payments or Dispositions in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, action is continuing or would result therefrom or other applicable covenant permitted hereunder shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date of execution of the definitive agreements for agreement with respect to such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if), after such ratios and other provisions are measured on a Pro Forma Basis if after giving effect to such the relevant Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) therewith, as if they had occurred at the beginning of the applicable Test Period ending prior to the LCA Test Dateon a Pro Forma Basis, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsfinancial ratio or basket, such provisions financial ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an elected to apply the LCA Election Test Date for any Limited Condition Acquisition, then in connection with any subsequent calculation of any financial 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 (x) the date on which such Limited Condition Acquisition is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such financial ratio or basket availability shall be calculated (and tested) 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 consummatedconsummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when (a)(i) calculating any applicable ratio (other than the Minimum Consolidated Fixed Charge Coverage Ratio, the Maximum Consolidated Senior Net Leverage Ratio and the Maximum Consolidated Net Leverage Ratio, in each case as at the last day of any period of four consecutive trailing fiscal quarters of Holdings, as required by Section 7.1) or the use of any basket based on Consolidated EBITDA basket, (ii) determining the accuracy of the representations and warranties set forth in Section 4 hereof or total assets(iii) determining satisfaction of any conditions precedent, or (b) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which that requires that no Default or Event of Default has occurred, occurred is continuing or would result therefromtherefrom (other than a Default or Event of Default pursuant to Section 8.1(a) or (f)), but excluding Section 4.02 to the extent set forth thereinin each case of (a) and (b) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallsuch compliance will, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured ). If on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) calculated as if they such Limited Condition Acquisition and other transactions had occurred at the beginning of the applicable Test Period most recently ended period of four consecutive trailing fiscal quarters of Holdings ending prior to the LCA Test DateDate for which financial statements have been delivered pursuant to Section 6.1, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsthe applicable requirements, then such provisions shall will be deemed to have been complied with; provided that no , unless an Event of Default pursuant to Section 8.1(a) or (f) will be continuing on the date such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Dateis consummated. For the avoidance of doubt, (xi) 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 SubsidiariesAdjusted EBITDA) 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 (yii) such ratios and other provisions shall compliance with such conditions will not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactionstransactions, except that on such date an Event of Default pursuant to Section 8.1(a) or (f) may not be continuing. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall will be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) both (a) have not been consummated and (b) have been consummatedconsummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated or expires. Notwithstanding the foregoing, other than in connection with the creation of an additional tranche of Revolving Commitments in connection with a Limited Condition Acquisition as set forth in Section 2.27(a), the borrowing of any Revolving Loans in connection with a Limited Condition Acquisition shall be subject to the conditions set forth in Section 5.2.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement (a) In the case of (i) the incurrence of any Indebtedness (other than Indebtedness under the Revolving Commitment or any Loan Document Incremental Facility, which shall remain subject to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance terms and conditions thereof with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 respect to the extent set forth thereinimpact, if any, of any Limited Condition Acquisition) or Liens or the making of any Investments (other than a Permitted Acquisition which shall remain subject to the terms and conditions thereof with respect to the impact, if any, of any Limited Condition Acquisition) or consolidations, mergers or other fundamental changes pursuant to Section 7.4 or Restricted Payments pursuant to Section 7.6 or Restricted Debt Payments pursuant to Section 7.19 or Dispositions pursuant to Section 7.5, in each case, in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionAcquisition or (ii) determining compliance with representations and warranties, the date occurrence of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing (other than a Default or would result therefrom or other applicable covenant shall, at the option Event of Default (solely with respect to the Borrower (the Borrower’s election to exercise such option or Holdings) under Section 8.1(a) or Section 8.1(f)) and/or compliance with any cap expressed as a percentage of Consolidated Adjusted EBITDA, in each case, in connection with a Limited Condition Acquisition (other than for purposes of the borrowing of Indebtedness under the Revolving Commitment or any Incremental Facility, each of which shall remain subject to the terms and conditions thereof with respect to the impact, if any, of any Limited Condition Acquisition, an “LCA Election”), at the Borrower’s option, the relevant ratios and baskets and whether any such action is permitted hereunder shall be deemed to be determined as of the date the a definitive agreements acquisition agreement for such Limited Condition Acquisition are entered into (the a “LCA Test DateLimited Condition Acquisition Agreement”) is entered into, and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to calculated as if such Limited Condition Acquisition (and the any other Specified Transactions to be entered into pending Limited Condition Acquisition) and other 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) as if they occurred at the beginning of the applicable Test Period ending Indebtedness, were consummated on or prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied withdate; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made such an LCA Election for any Limited Condition Acquisitionelection, then in connection with any subsequent the calculation of any ratio or basket availability with respect to the making of any other Specified Transaction Restricted Payments or Restricted Debt Payments on or following the relevant LCA Test Date such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement Limited Condition Acquisition Agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisitionterminated, any such ratio or basket shall be calculated on a Pro Forma Basis pro forma basis assuming 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 incurrence of Indebtedness Indebtedness, both have been consummated and the use of proceeds thereof) have not been consummated. (b) Notwithstanding anything set forth herein to the contrary, any determination in connection with a Limited Condition Acquisition of compliance with representations and warranties or as to the occurrence or absence of any Default or Event of Default hereunder as of the date of the applicable Limited Condition Acquisition Agreement (rather than the date of consummation of the applicable Limited Condition Acquisition), shall not be deemed to constitute a waiver of or consent to any breach of representations and warranties hereunder or any Default or Event of Default hereunder that may separately exist at the time of consummation of such Limited Condition Acquisition (it being understood and agreed for the avoidance of doubt that if, pursuant to Section 1.4(a) above or any other provision of this Agreement, any representation or warranty is made or the existence of any Default or Event of Default is tested at the time of the entry into the relevant Limited Condition Acquisition Agreement, this Section 1.4(b) shall not be deemed to give rise to a requirement to make any representation or warranty or determine the existence of any Default or Event of Default at the time of the consummation of the relevant Limited Condition Acquisition).

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document Indenture to the contrary, when calculating any applicable ratio the Fixed Charge Coverage Ratio, Consolidated Total Leverage Ratio, consolidated Senior Priority Secured Leverage Ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) Total Secured Leverage Ratio in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and of any default or any basket based on Consolidated EBITDA or total assets, and determination event of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant default blocker shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionRestricted Parent Guarantor, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured ratio shall be calculated on a Pro Forma Basis pro forma basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Datereference period, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsand, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For for the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its SubsidiariesRestricted Parent Guarantor or the target company) at or prior to the consummation of the relevant Limited Condition AcquisitionAcquisition and the Restricted Parent Guarantor has elected to test such ratios on the date the definitive agreements for such Limited Condition Acquisition are entered into, 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 ratio shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If transactions; provided further, that if the Borrower has made an LCA Election for Restricted Parent Guarantor elects to have such determinations occur at the time of entry into such definitive agreement, any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect such transactions shall be deemed to any other Specified Transaction have occurred on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreements are entered into and outstanding thereafter for purposes of calculating any ratios under this Indenture after the date that of such agreement and before the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionAcquisition and to the extent baskets were utilized in satisfying any covenants, any such ratio or basket baskets shall be calculated on a Pro Forma Basis assuming deemed utilized, but any calculation of Total Assets or Consolidated Net Income for purposes of other incurrences of Indebtedness or Liens or making of Restricted Payments (not related to such Limited Condition Acquisition) shall not reflect such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummateduntil it is closed.

Limited Condition Acquisitions. Notwithstanding anything (a) In connection with the incurrence of any Indebtedness (other than any Indebtedness under the Revolving Credit, including Incremental Revolving Credit Commitments) or Liens or the making of any Investments or the occurrence of any fundamental change, in this Agreement or each case, in connection with a Limited Condition Acquisition (any Loan Document to of the contraryforegoing, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assetsan “LCA Action” and collectively, or the “LCA Actions”), for purposes of (i) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event the calculation of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to any financial ratios (including the extent financial covenants set forth thereinin Section 7.7) or (ii) testing baskets set forth in connection with a Specified Transaction undertaken this Agreement, in connection with the consummation of a Limited Condition Acquisitioneach case, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, 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 (upon the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an (the “LCA Election”), be deemed ) by written notice to be the Administrative Agent on or prior to the date the definitive agreements for Limited Condition Acquisition Agreement with respect to such Limited Condition Acquisition are entered into is executed (the “LCA Test Date”) ), the date of determination of whether such LCA Action is permitted hereunder shall be the LCA Test Date, and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the applicable Test Period most recent four consecutive fiscal quarter period ending prior to the LCA Test DateDate for which the Loan Parties have delivered financial statements and the related Compliance Certificate pursuant to Section 6.1, the Borrower could have taken such action LCA Action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if the Borrower has made an LCA Election and any of such the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio (or basket, including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such baskets or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and fluctuations. (yb) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an a LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any financial ratio or any test of basket availability under this Agreement with respect to any other Specified Transaction on or transaction (including the incurrence of Indebtedness and Liens) unrelated to such Limited Condition Acquisition (each, a “Subsequent Transaction”), then following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or and the date that on which the definitive agreement for Limited Condition Acquisition Agreement with respect to such Limited Condition Transaction 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 financial ratio or basket availability shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition Acquisition and the other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of Recurring Revenue or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such any other financial ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallmetric, 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, 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, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending most recent 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 ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness, the grant of Liens, or the making of Investments, Restricted Payments, Dispositions, mergers and consolidations or other transfer of all or substantially all of the assets of any other Specified Transaction Loan Party or any Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming both that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and have not been consummated.

Limited Condition Acquisitions. Notwithstanding anything In the event that the Borrower notifies the Administrative Agent in this Agreement writing that any proposed acquisition is a Limited Condition Acquisition and that the Borrower wishes to test the conditions to such Limited Condition Acquisition and any Incremental Term Loan or any Loan Document Incremental Revolving Credit Commitment that is to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance be used to finance such acquisition in accordance with this Agreement Section 1.5, then, the following provisions shall apply: (including the determination of compliance with a) any provision of this Agreement which condition to such Limited Condition Acquisition or such Indebtedness that requires that no Default or Event of Default has occurred, is shall have occurred and be continuing or would result therefrom, but excluding Section 4.02 to at the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation time of a such Limited Condition Acquisition, Acquisition or the date of determination incurrence of such ratio or any basket based on Consolidated EBITDA or total assetsIndebtedness, and determination of whether any shall be satisfied if (i) no Default or Event of Default has occurredshall have occurred and be continuing at the time of the execution of the definitive purchase agreement, is continuing or would result therefrom merger agreement or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for acquisition agreement governing such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios (ii) no Event of Default under any of Section 8.1(a) or 8.1(f) shall have occurred and other provisions are measured on a Pro Forma Basis be continuing both immediately before and immediately after giving effect to such Limited Condition Acquisition and the other Specified 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 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 applicable Test Period ending prior to the LCA Test Date, or if such representation speaks as of an earlier date, as of such earlier date and (ii) as of the Borrower could have taken date of consummation of such action on Limited Condition Acquisition, (A) the representations and warranties under the relevant LCA Test Date in compliance with definitive agreement governing such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless as are material to the Payment Conditions 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 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) certain of the representations and warranties in this Agreement and the other Loan Documents which are satisfied similar to the Specified Representations and customary for similar “funds certain” financings and required by the lenders providing such Indebtedness 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 Test Date, in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a Pro Forma Basis on the applicable LCA Test Date. For where applicable, and, for the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (yi) such ratios and other provisions 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 related Specified Transactions. If conditions are not met following the Borrower has made an LCA Election for any Test Date, but prior to the closing of such Limited Condition Acquisition, then as a result of fluctuations in such ratio or amount (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 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 last sentence of this clause (d), in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction basket, and determining compliance therewith by the Borrower and its consolidated Subsidiaries, on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or and the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition AcquisitionAcquisition (the “LCA Intervening Period”), any such ratio or basket shall be calculated (and compliance shall be determined) (i) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Indebtedness and the use of proceeds thereofIndebtedness) have been consummated and (ii) assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have not been consummated, it being understood and agreed that the Borrower shall be required to satisfy the tests in both of clauses (i) and (ii) during any LCA Intervening Period. Notwithstanding the foregoing, any calculation of a ratio in connection with determining the Applicable Margin and determining whether or not the Borrower and its consolidated Subsidiaries are in compliance with the financial covenant set forth in Section 7.1 shall, in each case, be calculated assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) 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 Acquisitions. Notwithstanding anything in this Agreement In the case of the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under the Revolving Facility but including any Incremental Facilities) or Liens or the making of any Loan Document to the contraryPermitted Acquisitions or other investments, when calculating any applicable ratio restricted payments, prepayments of specified indebtedness or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) asset sales in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, at the date of determination of such ratio or any basket based on Consolidated EBITDA or total assetsBorrowers’ option, the relevant ratios and baskets shall be determined, and determination of whether any Default or Event of Default has occurredblocker shall be tested, is continuing or would result therefrom or other applicable covenant shall, at the option as of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into (and calculated as if the “LCA Test Date”) and if, after such ratios acquisition and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into pro forma events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could have taken were consummated on such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied withdate; provided that no if the Borrowers have made such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubtan election, (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) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent the calculation of any ratio (other than for purposes of calculating compliance with the financial covenants) or basket availability with respect to the incurrence of any other Specified Transaction Indebtedness (including any Incremental Facilities) or Liens, or the making of any other Permitted Acquisitions or other investments, restricted payments, prepayments of specified indebtedness or asset sales on or following the relevant LCA Test Date such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisitionterminated, any such basket or ratio or basket shall be calculated required to be complied with under both of the following assumptions: (x) assuming on a Pro Forma Basis assuming pro forma basis such Limited Condition Acquisition and other transactions pro forma events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereofIndebtedness) have been consummated and (y) assuming such Limited Condition Acquisition and other pro forma events in connection therewith (including any incurrence of Indebtedness) have not been consummated.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining (a) whether any Debt or Lien that is being incurred in connection with such Limited Condition Acquisition is permitted to be incurred in compliance with Section 5.02(b) or 5.02(a), respectively, or Section 2.18; (b) whether any other transaction undertaken or proposed to be undertaken in connection with such Limited Condition Acquisition complies with the covenants or agreements contained in this Agreement Agreement; (c) whether the representations and warranties being made in connection with such Limited Condition Acquisition are true and correct in all material respects (other than the Specified Representations); and (d) any calculation of the ratios or any Loan Document baskets, including the First Lien Net Leverage Ratio, Senior Secured Net Leverage Ratio, Total Net Leverage Ratio, Consolidated Net Income, Consolidated EBITDA and/or pro forma cost savings and baskets determined by reference to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Total Assets and whether a Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken exists in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallforegoing: in each case, at the option of the Borrower Xxxx (the BorrowerDana’s election to exercise such option in connection with any Limited Condition Acquisition, 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 agreement for such Limited Condition Acquisition are is entered into (the “LCA Test Date”) and if). If, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transaction to be entered into in connection therewith (including any incurrence of Indebtedness Debt and the use of proceeds thereof) as if they had occurred at on the beginning first day of the applicable Test Period ending most recently ended four fiscal quarter period for which financial statements are required to be delivered to the Administrative Agent pursuant to Section 5.03(b) or (c) prior to the LCA Test DateDate (except with respect to any incurrence of repayment of Debt for purpose of the calculation of any leverage-based ratio, which shall in each case be treated as if they had occurred on the Borrower last day of such four fiscal quarter period), Xxxx or the applicable Restricted Subsidiary could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio, such provisions ratio shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if Xxxx has made an LCA Election and any of such the ratios for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio (ratio, including due to fluctuations in Consolidated EBITDA EBITDA, Consolidated Net Income and/or Total Assets of Xxxx or the Borrower and its Subsidiaries) Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely and such changes will not be taken into account 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 any transaction undertaken in connection with such Limited Condition Acquisition by Xxxx or related Specified Transactionsany of the Restricted Subsidiaries complies with the Loan Documents. If the Borrower Xxxx has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction subsequent transaction, including the incurrence of Debt or Liens or the making of Investments or Restricted Payments or prepayments of Subordinated Debt (any such transaction, a “Subsequent Transaction”) on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for the purposes of determining if such Subsequent Transaction is permitted, any such ratio or basket shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness Debt and the use of proceeds thereof) have been consummated; provided that solely with respect to Restricted Payments (and only until such time as the applicable Limited Condition Acquisition has been consummated or the definitive documentation for such Limited Condition Acquisition expires or is terminated), such calculation shall also be made on a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, occurred and is continuing or would result therefrom, but excluding Section 4.02 therefrom or that any representations and warranties to the extent set forth thereinbe true and correct) in connection with a Specified Transaction transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom and whether any representations or other applicable covenant shallwarranties are true and correct, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending four consecutive Fiscal Quarter period for which financial statements have been delivered pursuant to Section 7.01(a) or (b) 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 ratios and provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its SubsidiariesBorrower) 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 Transactionsspecified transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition (other than for purposes of determining whether an Event of Default has occurred under Section 8.11) is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated (1) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated and (2) on a Pro Forma Basis but without giving effect to such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and use of proceeds thereof).

Limited Condition Acquisitions. Notwithstanding anything To the extent Section 2.16 requires (i) compliance on a Pro Forma Basis with the financial covenants set forth in this Agreement Section 8.11 or any Loan Document (ii) the absence of a Default as a condition precedent to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination availability of compliance with any provision of this Agreement which requires an Incremental Term Loan that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of be used to finance a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of as to the whether any Default or Event of Default has occurred, the relevant condition is continuing or would result therefrom or other applicable covenant satisfied (the “LCA Test Date”) shall, at the option election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date of execution of the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and ifAcquisition, after such ratios and other provisions are measured on a Pro Forma Basis immediately after giving effect to such Limited Condition Acquisition on a Pro Forma Basis and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied withfour fiscal quarter test period; provided that no such acquisition shall constitute a in connection with any Limited Condition Acquisition unless the Payment Conditions are satisfied on for which an LCA Election has been made, it shall be a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior condition 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 that, as of the date of such consummation, no Event of Default under Section 9.01(a), 9.01(f) or related Specified Transactions9.01(g) exists or would result therefrom. If the Borrower has made makes an LCA Election for any Limited Condition with respect to a particular Acquisition, then in connection with any subsequent calculation of any ratio ratio, test or basket availability with respect to any other Specified Transaction on or transaction following the relevant LCA Test Date for such Limited Condition Acquisition and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction 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 ratio, test or basket shall be calculated required to be satisfied on a Pro Forma Basis (i) assuming that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated. For the avoidance of doubt, notwithstanding anything in this Section 1.03(d) to the contrary, the requirements of Section 5.02 are required to be satisfied in connection with any Credit Extensions (except as expressly provided in Section 2.16 in connection with an Incremental Term Loan).

Limited Condition Acquisitions. Notwithstanding anything to the contrary in this Agreement or any Loan Document to the contraryAgreement, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with any action being taken with a Specified Transaction Limited Condition Acquisition for purposes of determining: (a) whether any Debt that is being incurred in connection with such Limited Condition Acquisition is permitted to be incurred in compliance with Section 6.1.3, Section 6.1.4 or Section 10.7; (b) whether any Lien being incurred in connection with such Limited Condition Acquisition is permitted to be incurred in compliance with Section 6.1.3, Section 6.1.4 or Section 10.8; (c) whether any other transaction to be undertaken in connection with the consummation of a such Limited Condition AcquisitionAcquisition complies with the covenants or agreements contained in this Agreement; and (d) any calculation of the ratios or baskets, the date of determination of such ratio or any basket based on including EBITDA, Funded Debt to EBITDA Ratio, Interest Coverage Ratio, Consolidated EBITDA or total assetsNet Income, and determination of baskets determined by reference to EBITDA and whether any Default or an Event of Default has occurred, is continuing or would result therefrom Unmatured Event of Default exists in connection with the foregoing (other than for purposes of determining whether any Event of Default or other applicable covenant shallUnmatured Event of Default exists in connection with any extension of credit under the Revolving Commitments), at the option prior written election of the Borrower Company to the Administrative Agent (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date that the letter of intent or definitive agreements agreement for such Limited Condition Acquisition are is entered into (the “LCA Test Date”) may be used as the applicable date of determination, as the case may be, with pro forma adjustments and ifbased on the most recently ended Computation Period for which financial statements are internally available at the time of determination. In addition, notwithstanding any provision of this Agreement to the contrary, except in connection with any extension of credit under the Revolving Commitments, any condition to any Limited Condition Acquisition with respect to which the Company makes an LCA Election (and any related Debt) that requires that no Unmatured Event of Default or Event of Default shall have occurred and be continuing prior to, at the time of or after giving effect to such ratios Limited Condition Acquisition (or the incurrence of such Debt) shall be deemed satisfied if (i) no Unmatured Event of Default or Event of Default shall have occurred and other provisions are measured be continuing on a Pro Forma Basis the LCA Test Date, and (ii) no Event of Default under Section 12.1.1 or Section 12.1.3 shall have occurred and be continuing both immediately before and immediately after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into any Debt incurred in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Datetherewith. For the avoidance of doubt, if the Company makes an LCA Election (xa) if any of such ratios are exceeded as a result of fluctuations fluctuation or change in such ratio (including due the EBITDA, Funded Debt to fluctuations in EBITDA Ratio, Interest Coverage Ratio, Consolidated EBITDA Net Income, consolidated assets or consolidated tangible assets of the Borrower and its Subsidiaries) at or prior Company 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 date of consummation of such Limited Condition Acquisition will not be taken into account for purposes of determining whether any Debt or related Specified Transactions. If the Borrower has made an LCA Election for any Lien that is being incurred in connection with such Limited Condition AcquisitionAcquisition is permitted to be incurred, then or whether any other transaction undertaken in connection with such Limited Condition Acquisition by the Company or any Subsidiary complies with the Loan Documents and (b) in connection with any subsequent calculation of any incurrence ratio or basket availability with respect that was determined as of the LCA Test Date as a result of such LCA Election in order to any other Specified Transaction on or determine compliance 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 applicable agreement for such in respect of the Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness Debt and the use of proceeds thereof) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any other basket based on Consolidated EBITDA or total assetsConsolidated Assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding determination of compliance with Section 4.02 to 6.2 in accordance with the extent set forth thereinterms thereof) in connection with a Specified LCA Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or the amount or availability of any basket based on Consolidated EBITDA or total assetsConsolidated Assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified LCA Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified LCA Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified LCA Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such prior Limited Condition Acquisition is consummated or the date that the definitive agreement for such prior Limited Condition Transaction is terminated or expires without consummation of such prior Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such prior Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. Notwithstanding the foregoing, nothing contained in Section 1.12 shall modify the requirements contained in Section 6.2, except as stated explicitly therein.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event the calculation of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionConsolidated Leverage Ratio, the date of determination of such Consolidated Fixed Charge Coverage Ratio or any other financial ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallmetric, 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, 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, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending most recent period of four fiscal quarters then ended prior to the LCA Test DateDate for which consolidated financial statements of Holdings are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness, the grant of Liens, or the making of Restricted Payments, Dispositions, mergers and consolidations or other transfer of all or substantially all of the assets of any other Specified Transaction Loan Party or any Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything In the event that Xxxxxxxxx notifies the Administrative Agent in this Agreement or writing that any Loan Document proposed Acquisition is a Limited Condition Acquisition and that Xxxxxxxxx wishes to test the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance conditions to such Acquisition and the Indebtedness that is to be used to finance such Acquisition in accordance with this Agreement Section 1.11, then, so long as agreed to by the Administrative Agent and the Lenders, the following provisions shall apply: (including the determination of compliance with a) any provision of this Agreement which condition to such Limited Condition Acquisition or such Indebtedness that requires that no Default or Event of Default has occurred, is shall have occurred and be continuing or would result therefrom, but excluding Section 4.02 to at the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation time of a such Limited Condition Acquisition, Acquisition or the date of determination incurrence of such ratio or any basket based on Consolidated EBITDA or total assetsIndebtedness, and determination of whether any shall be satisfied if (i) no Default or Event of Default has occurredshall have occurred and be continuing at the time of the execution of the definitive purchase agreement, is continuing or would result therefrom merger agreement or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for acquisition agreement governing such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if(ii) no Event of Default under any of Section 8.01(a), after such ratios 8.01(b), or 8.01(e) shall have occurred and other provisions are measured on a Pro Forma Basis be continuing both immediately before and immediately after giving effect to such Limited Condition Acquisition and the other Specified 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 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 applicable Test Period ending prior to the LCA Test Date, or if such representation speaks as of an earlier date, as of such earlier date and (ii) as of the Borrower could have taken date of consummation of such action on Limited Condition Acquisition, (A) the representations and warranties under the relevant LCA Test Date in compliance with definitive agreement governing such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless as are material to the Payment Conditions lenders providing such Indebtedness shall be true and correct, but only to the extent that Xxxxxxxxx or its applicable Subsidiary has 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) certain of the representations and warranties in this Agreement and the other Loan Documents which are satisfied customary for similar “funds certain” financings and required by the lenders providing such Indebtedness 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 Test Date, in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a Pro Forma Basis on the applicable LCA Test Date. For where applicable, and, for the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (yi) such ratios and other provisions 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 related Specified Transactions. If conditions are not met following the Borrower has made an LCA Election for any Test Date, but prior to the closing of such Limited Condition Acquisition, then as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of Xxxxxxxxx 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; 172003018 161402032v1 (d) except as provided in the next sentence, in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or and the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated (i) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Indebtedness and the use of proceeds thereofIndebtedness) have been consummated and (ii) assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have not been consummated. Notwithstanding the foregoing, any calculation of a ratio in connection with determining the Applicable Rate and determining whether or not the Borrower is in compliance with the financial covenants set forth in Section 7.12 shall, in each case be calculated assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) 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 Acquisitions. Notwithstanding anything In the event that the Borrower notifies the Administrative Agent in this Agreement or writing that any Loan Document proposed acquisition is a Limited Condition Acquisition and that the Borrower wishes to test the contrary, when calculating conditions to such Limited Condition Acquisition and any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance Incremental Revolving Credit Commitment that is to be used to finance such acquisition in accordance with this Agreement Section 1.5, then, the following provisions shall apply: (including the determination of compliance with a) any provision of this Agreement which condition to such Limited Condition Acquisition or such Indebtedness that requires that no Default or Event of Default has occurred, is shall have occurred and be continuing or would result therefrom, but excluding Section 4.02 to at the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation time of a such Limited Condition Acquisition, Acquisition or the date of determination incurrence of such ratio or any basket based on Consolidated EBITDA or total assetsIndebtedness, and determination of whether any shall be satisfied if (i) no Default or Event of Default has occurredshall have occurred and be continuing at the time of the execution of the definitive purchase agreement, is continuing or would result therefrom merger agreement or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for acquisition agreement governing such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios (ii) no Event of Default under any of Section 8.1(a) or 8.1(f) shall have occurred and other provisions are measured on a Pro Forma Basis be continuing both immediately before and immediately after giving effect to such Limited Condition Acquisition and the other Specified 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 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 applicable Test Period ending prior to the LCA Test Date, or if such representation speaks as of an earlier date, as of such earlier date and (ii) as of the Borrower could have taken date of consummation of such action on Limited Condition Acquisition, (A) the representations and warranties under the relevant LCA Test Date in compliance with definitive agreement governing such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless as are material to the Payment Conditions 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 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) certain of the representations and warranties in this Agreement and the other Loan Documents which are satisfied similar to the Specified Representations and customary for similar “funds certain” financings and required by the lenders providing such Indebtedness 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 Test Date, in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a Pro Forma Basis on the applicable LCA Test Date. For where applicable, and, for the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (yi) such ratios and other provisions 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 related Specified Transactions. If conditions are not met following the Borrower has made an LCA Election for any Test Date, but prior to the closing of such Limited Condition Acquisition, then as a result of fluctuations in such ratio or amount (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 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 last sentence of this clause (d), in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction basket, and determining compliance therewith by the Borrower and its consolidated Subsidiaries, on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or and the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition AcquisitionAcquisition (the “LCA Intervening Period”), any such ratio or basket shall be calculated (and compliance shall be determined) (i) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Indebtedness and the use of proceeds thereofIndebtedness) have been consummated and (ii) assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have not been consummated, it being understood and agreed that the Borrower shall be required to satisfy the tests in both of clauses (i) and (ii) during any LCA Intervening Period. Notwithstanding the foregoing, any calculation of a ratio in connection with determining the Applicable Margin and determining whether or not the Borrower and its consolidated Subsidiaries are in compliance with the financial covenants set forth in Section 7.1 shall, in each case, be calculated assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) 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 Acquisitions. Notwithstanding anything in this Agreement In the case of the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under the Revolving Credit Facility and the Term Facilities but including any Incremental Term Loans) or Liens or the making of any Loan Document to the contraryPermitted Acquisitions or other Investments, when calculating any applicable ratio Restricted Payments, prepayments of certain specified Indebtedness or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) Dispositions in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, at the date of determination of such ratio or any Borrower’s option, the relevant ratios, baskets (including the applicable Reference Period used to determine the basket based on Consolidated EBITDA or total assetsunder Section 2.16(a)), representations and warranties shall be determined, and determination of whether any Default or Event of Default has occurredblocker shall be tested, is continuing or would result therefrom or other applicable covenant shall, at the option as of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into (and calculated as if the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into pro forma events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could have taken were consummated on such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied withdate; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made such an LCA Election for any Limited Condition Acquisitionelection, then in connection with any subsequent the calculation of any ratio or basket availability with respect to the incurrence of Indebtedness (including any Incremental Facilities) or Liens, or the making of any Permitted Acquisition or other Specified Transaction Investments, Restricted Payments, prepayments of certain specified Indebtedness or Dispositions on or following the relevant LCA Test Date such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisitionterminated, any such ratio or basket shall be calculated (x) on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions pro forma events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereofIndebtedness) have been consummatedconsummated and (y) for Restricted Payments only, without giving effect to such Limited Condition Acquisition (provided that this clause (y) shall not apply to any calculation of any ratio or basket during such period in connection with a Permitted Acquisition).

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or connection with a Limited Condition Acquisition for purposes of (a) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of the Consolidated Fixed Charge Coverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Leverage Ratio, or Event any other financial ratio hereunder or any testing of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent baskets set forth therein) in connection with a Specified Transaction undertaken this Agreement, in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shalleach case, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder (including the incurrence of any Indebtedness and the making of any Investment), shall be deemed to be the date on which the definitive agreements for such Limited Condition Acquisition are entered into (except as provided below, the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period most recent four consecutive fiscal quarters ending prior to the LCA Test DateDate for which consolidated financial statements of the Lead Borrower are available, the Lead Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided with and (b) determining compliance with any provisions of this Agreement which requires that no Default, Event of Default, Specified Default, or specified Event of Default, as applicable, has occurred, is continuing, or would result from any such acquisition action, as applicable, such condition shall constitute a Limited Condition Acquisition unless the Payment Conditions are be deemed satisfied on a Pro Forma Basis so long as no Default, Event of Default, Specified Default, or specified Event of Default, as applicable, exists on the applicable LCA Test Date. For the avoidance of doubt; provided, (x) if any of such ratios are exceeded as a result of fluctuations however, that, in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisitionall cases, 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 shall be consummated on or related Specified Transactionsbefore the date which is 180 days after the LCA Test Date (provided, however, that if such Limited Condition Acquisition shall not have been consummated on or before the such 180th day and the definitive documents for such Limited Condition Acquisition shall have neither been terminated nor expired, the Lead Borrower may elect to reset the LCA Test Date for such Limited Condition Acquisition so that the LCA Test for all purposes of this Section 1.11 relating to such Limited Condition Acquisition shall be the same date on which such 180-day period would have otherwise ended and, in such case, the LCA Test Date for such Limited Condition Acquisition shall be such reset LCA Test Date and all determinations made on the LCA Test Date under this Section 1.11 with respect to such Limited Condition Acquisition shall be made anew on such reset LCA Test Date, taking into account all facts and circumstances existing as of such reset LCA Test Date). If the Lead Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio ratio, test, or basket availability with respect to any other Specified Transaction on or transaction permitted hereunder (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction 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 ratio, test or basket shall be calculated 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 thereofthereof or the making of any Investment) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken solely or primarily in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of (x) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of the Secured Leverage Ratio or Event of Default has occurred, is continuing the Total Leverage Ratio; or would result therefrom, but excluding Section 4.02 to the extent (y) testing availability under baskets set forth therein) in connection with this Agreement (including baskets measured as a Specified Transaction undertaken percentage of Consolidated Adjusted EBITDA, if any), in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shalleach case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, 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, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period most recent four consecutive fiscal quarters ending prior to the LCA Test DateDate for which consolidated financial statements of Borrower are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if Borrower has made an LCA Election and any of such the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio (or basket, including due to fluctuations in Consolidated Adjusted EBITDA of Borrower or the Borrower and its Subsidiaries) Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such baskets or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactionsfluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any the incurrence of Indebtedness or Liens, or the making of Restricted Junior Payments, mergers, the conveyance, lease or other Specified Transaction transfer of all or substantially all of the assets of Borrower, or the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated tested by calculating the availability under such ratio or basket on a Pro Forma Basis 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) thereof and, solely in the case of any calculation in connection with the making of Restricted Junior Payments, also without giving pro forma effect to such Limited Condition Acquisition and other transactions in connection therewith. 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 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 this Section 1.4, 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 been consummatedoccurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken solely in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of: (a) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no the calculation of the Total Leverage Ratio or satisfaction of the Payment Conditions; and (b) determining compliance with representations, warranties, defaults, Events of Default or Event basket (in each case, other than for purposes of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) 4.2); in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shalleach case, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, 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”) (provided that the Lead Borrower shall be required to make an LCA Election on or prior to the date on which the definitive agreements for such Limited Condition Acquisition have been entered into and provided further that with respect to any required calculation of the Payment Conditions on the LCA Test Date, such calculation shall be effective only in the event that such Limited Condition Acquisition is consummated within 180 days following the LCA Test Date), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test most recent Applicable Fiscal Period ending prior to the LCA Test DateDate (after giving effect to any increases or decrease in Indebtedness of the Lead Borrower and Subsidiaries since such date), the Lead Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio, representation, warranty, default, Events of Default or basket, such provisions ratio, representation, warranty, default, Event of Default or basket shall be deemed to have been complied with; provided that no with for purposes of such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test DateAcquisition. For the avoidance of doubt, (x) if the Lead Borrower has made an LCA Election and any of such the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio (or basket, including due to fluctuations in Consolidated EBITDA of the Lead Borrower and its Subsidiaries) or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such baskets or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactionsfluctuations. If the Lead Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio ratios, representations, warranties, defaults, Events of Default or basket availability (including with respect to satisfaction of the Payment Conditions in connection therewith) 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 Lead Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, the consummation of any other Specified Transaction Permitted Acquisition or the designation of a Subsidiary as a Material Subsidiary or Material Domestic Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio ratios representations, warranties, defaults, Events of Default or basket baskets shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have has been consummatedconsummated (it being further understood and agreed, however, that neither any Consolidated Net Income, Consolidated EBITDA or Consolidated Total Indebtedness therefrom, nor any assets of the target to be acquired pursuant to such Limited Condition Acquisition, shall be included in the Borrowers’ Consolidated Net Income, Consolidated EBITDA or Consolidated Total Indebtedness, or in the calculation of the Combined Borrowing Base, Domestic Borrowing Base, Canadian Borrowing Base, or the UK Borrowing Base, as applicable, in any such subsequent calculation until such Limited Condition Acquisition has actually closed).

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Credit Document to the contrary, when (a) (i) calculating any applicable ratio or the use of any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including baskets measured as a percentage of LTM Consolidated Adjusted EBITDA), (ii) determining the determination accuracy of the representations and warranties set forth in Section 4 hereof or (iii) determining satisfaction of any conditions precedent or (b) determining compliance with any provision of this Agreement which that requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to in the extent set forth thereincase of each of clauses (a) and (b) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallsuch compliance will, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured ). If on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the any other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) calculated as if they such Limited Condition Acquisition or other transactions had occurred at the beginning of the applicable most recently ended Test Period ending prior to the LCA Test DateDate for which financial statements are delivered (or were required to have been delivered), the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsthe applicable ratios, then such provisions shall will be deemed to have been complied with; provided that no , unless an Event of Default pursuant to Section 8.1(a), (f) or (g) will be continuing on the date such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Dateis consummated. For the avoidance of doubt, (xi) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in LTM Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA of the Borrower and its Subsidiariesor Consolidated Current Assets) 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 (yii) such ratios and other provisions shall compliance with such conditions will not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions, unless an Event of Default pursuant to Section 8.1(a), (f) or (g) will be continuing. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall will be calculated and tested (x) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof and the use of cash which would have otherwise constituted Unrestricted Cash for the purpose of calculating any applicable ratio) have not been consummated and (y) 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 thereofthereof and the use of cash which would have otherwise constituted Unrestricted Cash for the purpose of calculating any applicable ratio) have been consummated, until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated or expires.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document herein to the contrary, when calculating any applicable ratio in connection with a Limited Condition Acquisition or any basket based on Consolidated EBITDA or total assetsaction being taken solely in connection with a Limited Condition Acquisition, or for purposes of: (a) determining other compliance with any provision of this Agreement which requires the calculation of the Consolidated Net Leverage Ratio or any Financial Covenant (including excluding any calculation for purposes of determining the determination of Applicable Margin) or any other ratio, (b) determining compliance with any provision of this Agreement which requires that no Default or Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result therefromfrom any such action, but excluding Section 4.02 to the extent set forth thereinas applicable, (c) determining compliance with any representations or warranties in this Agreement in connection with a Specified Transaction undertaken obtaining an Incremental Term Loan (but subject to the consent of the Lenders and Additional Lenders providing such Incremental Term Loan), or (d) testing availability under baskets set forth in connection with the consummation of a Limited Condition Acquisitionthis Agreement, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallin each case, at the option of the Administrative Borrower (the Administrative Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom, determination of compliance with any representations or warranties or the satisfaction of any other conditions shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such Limited Condition Acquisition and the actions to be taken in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if such Limited Condition Acquisition and other Specified Transactions actions had occurred on such date, and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period most recent four consecutive Fiscal Quarters ending prior to the LCA Test DateDate for which financial statements have been delivered to Administrative Agent, the Borrower applicable Obligor could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, (x) such provisions ratio or basket shall be deemed to have been complied with; provided with unless an Event of Default described in clause (a), (b), (h) or (i) of Section 8.1 shall exist immediately prior to or after giving effect for any Limited Condition Acquisition, (y) for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default, or other specified Event of Default (other than any Event of Default described in clause (a), (b), (h) or (i) of Section 8.1), as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of Borrower, be deemed satisfied, so long as no Default, Event of Default, or other specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into (after giving effect to the Limited Condition Acquisition on a pro forma basis) and (z) for purposes of determining compliance with any provision of this Agreement which requires that any representations and warranties of any Obligor be true and correct in any respect, such condition shall, at the option of Administrative Borrower, be deemed satisfied, so long as (x) such representations and warranties are true in all material respects on and as of the date the definitive agreements for the applicable Limited Condition Acquisition were entered into with the same effect as though made on and as of such date and (y) certain customary “specified representations” and certain customary “specified acquisition agreement representations” are true in all material respects on and as of the date the applicable Limited Condition Acquisition is consummated with the same effect as though made on and as of such date, in each case, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall constitute be true and correct in all material respects as of such earlier date; provided, that any such representation and warranty that is qualified as to “materiality” or similar language shall be true and correct in all respects on such respective dates. In addition, if the proceeds of an Incremental Term Loan are to be used to finance a Limited Condition Acquisition unless Acquisition, then at the Payment Conditions are satisfied on a Pro Forma Basis on option of Borrower and subject to the applicable LCA Test Dateagreement of the Lenders and Additional Lenders providing such Incremental Term Loan, the availability of such financing may be subject to customary “SunGard” or “certain funds” conditionality, including by limiting representations made at funding such Incremental Term Loan to “specified representations” (conformed as necessary for such Limited Condition Acquisition). For the avoidance of doubt, (x) if Borrower has timely made an LCA Election and any of such the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio (or basket, including due to fluctuations in Consolidated EBITDA of or the Borrower and its Subsidiaries) Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such ratios and other provisions basket or ratio will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition relevant transaction or actions is permitted hereunder and (y) such ratios and other provisions shall not to be tested at the time of consummation of such Limited Condition Acquisition consummated or related Specified Transactionstaken. If the Borrower has timely made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket availability shall be calculated required to be satisfied both (x) on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any pro forma increase in Consolidated EBITDA resulting from such Limited Condition Acquisition, any incurrence of Indebtedness and the use of proceeds thereof) have been consummated, and (y) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any such pro forma increase in Consolidated EBITDA, incurrence of Indebtedness and the use of proceeds thereof) have not been consummated. Notwithstanding the foregoing, in no event shall any Event of Default described in clause (a), (b), (h) or (i) of Section 8.1 exist immediately prior to or after giving effect for any Limited Condition Acquisition.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to (a) When calculating the contrary, when calculating any applicable ratio or availability under any basket based on Consolidated EBITDA or total assets, ratio under this Indenture or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, 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 Indenture in connection with any Limited Condition Acquisition, any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the Incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock and the use of proceeds therefrom, the incurrence of Liens and Restricted Payments), and determining compliance with Defaults and Events of Default, in each case, at the option of the Issuer (the Issuer’s election to exercise such option, an “LCA Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including, without limitation, as to the absence of any continuing Default or Event of Default)) under this Indenture, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (or, if applicable, the date of delivery of an irrevocable notice or similar event) (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such the Limited Condition Acquisition and any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the other Specified Transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Datetherefrom, the Borrower could incurrence of Liens and Restricted Payments) on a pro forma basis, the Issuer or any of its Restricted Subsidiaries would have taken been permitted to take such action actions or consummate such transactions on the relevant LCA Test Date in compliance with such ratios ratio, test or basket and provisionsany related requirements and conditions, such provisions ratio, test or basket and any related requirements and conditions shall be deemed to have been complied withwith or satisfied for all purposes under this Indenture (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued or otherwise Incurred at the LCA Test Date or at any time thereafter); provided that no compliance with such acquisition ratios, tests or baskets and any related requirements and conditions shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on not be determined or tested at any time after the applicable LCA Test Date. Date for such Limited Condition Acquisition or any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the Incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock and the use of proceeds therefrom, the incurrence of Liens and Restricted Payments). (b) For the avoidance of doubt, if the Issuer has made an LCA Election: (x1) if any of such ratios are the ratios, tests or baskets for which compliance was determined or tested as of the LCA Test Date would, at any time after the LCA Test Date, have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio (ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of Parent or the Borrower and its Subsidiaries) at or prior Person subject to the consummation of the relevant such Limited Condition Acquisition, such baskets, tests or ratios and other provisions will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations solely fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for purposes which compliance or satisfaction was determined or tested as of determining whether the Limited Condition Acquisition is permitted hereunder LCA Test Date would at any time after the LCA Test Date not have been complied with or satisfied (including due to the occurrence or continuation of a Default or Event of Default), such requirements and (y) such ratios and other provisions shall conditions will not be tested at deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing); and (3) in calculating the time of consummation of availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires expires, as applicable, without consummation of such Limited Condition Acquisition, any such ratio ratio, test or basket shall be calculated on a Pro Forma Basis assuming determined or tested giving pro forma effect to such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.Acquisition

Limited Condition Acquisitions. Notwithstanding anything In connection with the incurrence of any Indebtedness or Liens or the making of any Investments, Restricted Payments, restricted prepayments of Indebtedness, Dispositions or fundamental changes, in this Agreement or each case, in connection with a Limited Condition Acquisition (any Loan Document to of the contraryforegoing, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assetsan “LCA Action” and collectively, or the “LCA Actions”), for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement (other than Section 5.2(b)) which requires that no Default or Event of Default has occurred, is continuing or would result therefromfrom any such LCA Action, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisitionas applicable, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant condition shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be satisfied, so long as no Default or Event of Default exists on the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”). For the avoidance of doubt, if the Borrower has exercised the LCA Election, and any Default or Event of Default occurs following the LCA Test Date 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. (a) In connection with the incurrence of any LCA Action, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Leverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Coverage Ratio; or (ii) testing availability under baskets set forth in this Agreement (including any baskets based on a percentage of Consolidated EBITDA); in each case, upon the LCA Election, the date of determination of whether any such action is permitted hereunder, shall be the LCA Test Date, and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) on a pro forma basis as if they had occurred at the beginning of the applicable Test Period most recent four consecutive fiscal quarter period being used to calculate such financial ratio or basket 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 ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if the Borrower has made an LCA Election and any of such the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio (or basket, including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such baskets or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactionsfluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of any other Specified Transaction Indebtedness or Liens or the making of any Investments, Restricted Payments, restricted prepayments of Indebtedness, Dispositions or fundamental changes, in each case, on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. Consolidated Net Income (and any other financial defined term derived therefrom) shall not include any Consolidated Net Income of or attributable to the target Person or assets associated with any such Limited Condition Acquisition for usages other than in connection with the applicable transaction pertaining to such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary herein, when calculating any applicable ratio or any basket based for purposes of (i) determining compliance with Sections 6.1 and 6.2 on a pro forma basis and capacity under baskets (including baskets measured as a percentage of Consolidated EBITDA or total assets, based on a ratio test) with respect to the making of any Permitted Acquisitions or other Acquisitions permitted hereunder and the incurrence of any Indebtedness permitted hereunder in connection therewith (other than Indebtedness under or other use of the Revolving Commitment or the establishment of any Incremental Revolving Commitment) or (ii) determining other compliance with this Agreement (including the determination of compliance with representations and warranties or any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 test with respect to the extent set forth thereinmaking of any Permitted Acquisitions or other Acquisitions permitted hereunder and the incurrence of any Indebtedness permitted hereunder in connection therewith (other than Indebtedness under or other use of the Revolving Commitment or the establishment of any Incremental Revolving Commitment), in the case of clauses (i) and (ii), in connection with a Specified Transaction undertaken in connection Limited Condition Acquisition, if the Borrower has made an LCA Election with the consummation of a respect to such Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event such action is permitted hereunder (including, in the case of Default has occurredcalculating Consolidated EBITDA, is continuing or would result therefrom or other applicable covenant shall, at the option reference date for determining the most recently ended period of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), four consecutive fiscal quarters) shall be deemed to be the date the definitive agreements agreement for such Limited Condition Acquisition are (a “Limited Condition Acquisition Agreement”) is entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any the incurrence of any Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Dateon a pro forma basis, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios financial covenant, basket, representation and provisionswarranty or Default or Event of Default test, such provisions financial covenant, basket, representation and warranty or Default or Event of Default test shall be deemed to have been complied with; provided . Upon making an LCA Election with respect to any Limited Condition Acquisition, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower to the Administrative Agent (a) notifying the Administrative Agent of such LCA Election and (b) certifying that no each of the conditions for such acquisition shall constitute a Limited Condition Acquisition unless and any related transactions that are tested as of the Payment Conditions are LCA Test Date have been satisfied (which shall include calculations in reasonable detail for any conditions requiring compliance on a Pro Forma Basis on pro forma basis with the applicable covenants set forth in Article VI or with any relevant ratio tests) (such certificate, an “LCA Test DateElection Certificate”). For the avoidance of doubt, (x) if the Borrower has made an LCA Election and any of such ratios are exceeded the financial covenant, basket, representation and warranty or Default or Event of Default tests 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 (financial covenant or basket, including due to fluctuations in Consolidated EBITDA EBITDA, or changes in compliance with such representation and warranty or Default or Event of the Borrower and its Subsidiaries) Default test at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios financial covenant, basket, representation and other provisions warranty and Default or Event of Default tests will not be deemed to have failed to have been exceeded satisfied 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 Transactionschanges. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio (other than testing of actual compliance with the covenants set forth in Article VI and determination of the Leverage Ratio for purposes of determining the Applicable Margin or the Maximum Attributable EBITDA Percentage) 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 Transaction Acquisition Agreement therefor is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated (x) 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 consummatedconsummated and (y) with respect to Restricted Payments only, also on a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of Consolidated EBITDA, Consolidated Total Net Leverage Ratio, Consolidated Fixed Charge Coverage Ratio or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such any other financial ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallmetric, 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, 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, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending most recent 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 ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness, the grant of Liens, or the making of Investments, Restricted Payments, Dispositions, mergers and consolidations or other transfer of all or substantially all of the assets of any other Specified Transaction Loan Party or any Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming both that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and have not been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement the foregoing provisions of Section 2.01(f), (g) or (h) or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event any Loan Document: (i) If the proceeds of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 any Incremental Term Loans are intended to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of be applied to finance a Limited Condition Acquisition, (A) the date requirements of determination clauses (ii) and (xi) of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant Section 2.01(f) above shall, at the option election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”)Company, be deemed to be determined as of the date the definitive agreements for such Limited Condition Acquisition are entered into into, (B) the “LCA Test Date”representations and warranties required to be made pursuant to clause (iii) of Section 2.01(f) above shall, at the election of the Company, be limited to the Specified Representations and if(C) to the extent that such Incremental Term Loans are to be incurred in reliance on clause (i)(y) of Section 2.01(f) above, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to the Consolidated Net Secured Leverage Ratio test specified therein shall, at the election of the Company, be determined as of the date the definitive agreements for such Limited Condition Acquisition and the other Specified Transactions to be are entered into in connection therewith into. (including any incurrence of Indebtedness and the use of proceeds thereofii) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower Company has made an LCA Election election under clause (i)(C) of this Section 2.01(i) for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, Dispositions, Investments, the prepayment, redemption, purchase, defeasance or other Specified Transaction satisfaction of Subordinated Debt, or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date date of determination and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis (i) 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 and (ii) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisitions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (a) compliance with any basket, financial ratio or test (including any Consolidated Total Leverage Ratio test or any Consolidated Fixed Charge Coverage Ratio test), (b) the absence of a Default or an Event of Default, or (c) a determination as to whether the representations and warranties contained in this Agreement or any other Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assetsDocument, or determining other compliance with this Agreement (including the determination of compliance with which are contained in any provision of this Agreement which requires that no Default document furnished at any time under or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers), in each case in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, the relevant condition is continuing or would result therefrom or other applicable covenant shallsatisfied may be made, at the option election of the Borrower Parent Borrower, (A) on the Borrower’s election date of the execution of the definitive agreement with respect to exercise such option Limited Condition Acquisition (such date, the “LCA Test Date”), or (B) on the date on which such Limited Condition Acquisition is consummated, in either case, after giving effect to the relevant Limited Condition Acquisition and any related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, in connection with any Limited Condition Acquisition: (1) the condition set forth in clause (a) of the definition of “Permitted Acquisition” shall be satisfied if (x) no Default or Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, an “LCA Election”), and (y) no Specified Event of Default shall have occurred and be deemed to be continuing at the date the definitive agreements for time of consummation of such Limited Condition Acquisition; (2) if the proceeds of an Incremental Term Loan are being used to finance such Limited Condition Acquisition, then (x) the conditions set forth in Sections 2.02(f)(J)(II)(x) and 5.02(a) shall be required to be satisfied at the time of closing of the Limited Condition Acquisition are entered into and funding of such Incremental Term Loan but, if the lenders providing such Incremental Term Loan so agree, the representations and warranties which must be accurate at the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Loan may be limited to customary “specified representations” and such other representations and warranties as may be required by the lenders providing such Incremental Term Loan, and (y) the “conditions set forth in Section 2.02(f)(J)(II)(y) and Section 5.02(b) shall, if and to the extent the lenders providing such Incremental Term Loan so agree, be satisfied if (I) no Default or Event of Default shall have occurred and be continuing as of the applicable LCA Test Date”, and (II) no Specified Event of Default shall have occurred and if, after be continuing at the time of the funding of such ratios Incremental Term Loan in connection with the consummation of such Limited Condition Acquisition; and other provisions are measured on a Pro Forma Basis after giving effect to (3) such Limited Condition Acquisition and the other Specified Transactions related Indebtedness to be entered into incurred in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred thereof shall be deemed incurred and/or applied at the beginning of the applicable Test Period ending prior to the LCA Test Date, Date (until such time as the Borrower could have taken such action on Indebtedness is actually incurred or the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition unless the Payment Conditions are satisfied Acquisition) and outstanding thereafter for purposes of determining compliance on a Pro Forma Basis (other than for purposes of determining compliance on a Pro Forma Basis in connection with the making of any Restricted Payment or the prepayment of any Indebtedness) with any financial ratio or test (including any Consolidated Total Leverage Ratio test or any Consolidated Fixed Charge Coverage Ratio test, or any calculation of the financial covenants set forth in Section 8.11) (it being understood and agreed that for purposes of determining compliance on a Pro Forma Basis in connection with the making of any Restricted Payment or prepayment of any Indebtedness, the Parent Borrower shall demonstrate compliance with the applicable LCA Test Datetest both after giving effect to the applicable Limited Condition Acquisition and assuming that such transaction had not occurred). For the avoidance of doubt, (x) if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter exceeded or otherwise failed to have been complied with as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) EBITDA), at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions or amounts will not be deemed to have been exceeded or failed to be complied with as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Acquisition is permitted hereunder to be consummated or taken. Except as set forth in clause (2) in the proviso to the first sentence in this Section 1.07 in connection with the use of the proceeds of an Incremental Term Loan to finance a Limited Condition Acquisition (and, in the case of such clause (2), only if and to the extent the lenders providing such Incremental Term Loan so agree as provided in such clause (y) such ratios 2)), it is understood and other provisions agreed that this Section 1.07 shall not be tested at limit the time of consummation of such conditions set forth in Section 5.02 with respect to any proposed Credit Extension, in connection with a Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedotherwise.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or connection with a Limited Condition Acquisition for purposes of (a) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of the Fixed Charge Coverage Ratio or Event any other financial ratio hereunder or any testing of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent baskets set forth therein) in connection with a Specified Transaction undertaken this Agreement, in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shalleach case, at the option of the Administrative Borrower (the Administrative Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to the date of determination of whether any such action is permitted hereunder (including the incurrence of any Indebtedness and the making of any Investment), shall be the date on which the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after on a pro forma basis as if such ratios action and other pro forma events in connection therewith were consummated or taken on the first day of the most recently ended period of 12 fiscal months which ended before the LCA Test Date and for which financial statements have been delivered in accordance with this Agreement, (b) determining compliance with any provisions are measured of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall be deemed satisfied so long as (i) no Event of Default exists on a Pro Forma Basis the LCA Test Date and (ii) no Event of Default under Sections 8.1, 8.4 or 8.5 exists immediately after giving effect to the consummation of such Limited Condition Acquisition, (c) 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 (i) the representations and warranties in this Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier therein) as of the LCA Test Date and (ii) the Specified Acquisition Agreement Representations and the Specified Representations (in each case, modified solely to the extent necessary to reflect the applicable terms of such Limited Condition Acquisition as set forth in the definitive agreement(s) governing such transaction) are true and the other Specified Transactions to be entered into correct in connection therewith all material respects (including without duplication of any incurrence of Indebtedness and the use of proceeds thereofmateriality qualifier therein) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior immediately after giving effect to the consummation of the relevant such 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 (d) determining whether the any condition or test (or any component of any condition or test) which is based on or derived from a calculation of Excess Availability is satisfied in connection with such Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at but only in cases where any of the time of consideration payable with respect to the consummation of such Limited Condition Acquisition will be funded with the proceeds of any borrowing of Loans or related Specified Transactionsthe issuance of any Letter of Credit), such condition or test (or such component thereof) shall be determined on the date on which such Limited Condition Acquisition is consummated and on a pro forma basis by giving effect to any such Loans or Letters of Credit; provided, however, that, in all cases, such Limited Condition Acquisition shall be consummated on or before the date which is 180 days after the LCA Test Date. If the Administrative Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio ratio, test or basket availability with respect to any other Specified Transaction on or transaction permitted hereunder (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction 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 ratio, test or basket shall be calculated 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 thereofthereof or the making of any Investment) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or For purposes of (a) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement the Loan Documents which requires that no the calculation of a financial ratio, (b) determining compliance with representations, warranties, Defaults or Events of Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent (c) testing availability under “baskets” set forth therein) in the Loan Documents, in each case, in connection with an acquisition by the Borrower or any of its Subsidiaries of any assets, business or Person permitted to be acquired by the Loan Documents, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such acquisition, a Specified Transaction undertaken in connection with the consummation of a “Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall”), at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), 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, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period 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 ratios and provisionsratio, “basket”, representation or warranty, then such provisions ratio, “basket”, representation or warranty shall be deemed to have been complied with; provided that no with for the purposes of determining whether such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Dateis permitted. For the avoidance of doubt, (x) if the Borrower has made an LCA Election and any of such the ratios or “baskets” for which compliance was determined or tested as of the LCA Test Date are subsequently exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiariestarget of any Limited Condition Acquisition) at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such “baskets” or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactionsfluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction “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 Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket “basket” shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have had been consummated.

Limited Condition Acquisitions. Notwithstanding anything to the contrary herein (including in connection with any calculation made on a pro forma basis), to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the Senior Unsecured Incurrence Test, the First Lien Leverage Ratio or the Leverage Ratio), (ii) determining compliance with representations or warranties, (iii) testing availability under baskets set forth in the covenants set forth in this Agreement or any Loan Document to (iv) the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination absence of compliance with any provision of this Agreement which requires that no a Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 as a condition to (A) the extent set forth therein) consummation of any transaction in connection with a Specified Transaction undertaken any Permitted Acquisition or other permitted Investment (including the assumption or incurrence of Indebtedness) or (B) the making of any Restricted Junior Payment, in each case in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, 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 election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the determination of whether the relevant condition is satisfied may be deemed to be made at the date the definitive agreements for such Limited Condition Acquisition are entered into time (the “LCA Test DateTime”) and if, after such ratios and other provisions are measured of (or on a Pro Forma Basis after giving effect the basis of the financial statements for the most recently ended four-Fiscal-Quarter period for which financial statements have been made available to Lenders at the time of) the execution of the definitive agreement with respect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied withAcquisition; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubtthat, (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) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition AcquisitionElection, then in connection with measuring compliance with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or covenant following the relevant such LCA Test Date Time and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction with respect thereto is terminated or expires expires, in each case, without consummation of such Limited Condition Acquisition, any such covenant (including any financial ratio or basket test or cap prescribed thereunder) shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness debt and the use of proceeds thereof) have been consummated. 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 Time are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of EBITDA of the target of any Limited Condition Acquisition) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios or baskets will not be deemed to have been exceeded as a result of such fluctuations.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or (a) For purposes of (i) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which that requires that no Default the calculation of the Total Net Leverage Ratio, (ii) determining compliance with representations and warranties or Event the occurrence of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred(other than an Event of Default under Section 8.1(a), 8.1(b), 8.1(h) or 8.1(i)) or (iii) testing availability under baskets set forth herein (including, in each case, with respect to the incurrence of Indebtedness under an Incremental Commitment incurred in connection therewith), in each case, in connection with a Permitted Acquisition whose consummation is continuing not conditioned on the availability of, or would result therefrom or other applicable covenant shallon obtaining, third party financing (any such Permitted Acquisition, a “Limited Condition Acquisition”), at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such Limited Condition Acquisition condition is satisfied shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into by the applicable purchaser(s) (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period 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 ratios and provisionsratio, basket or other requirement, such provisions ratio, basket or other requirement, as applicable, shall be deemed to have been complied with; provided that no with for such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and . (yb) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any (other Specified Transaction than maintenance testing of the Financial Covenant) on or following the relevant LCA Test Date and prior to the earlier of the date on which such all Limited Condition Acquisition is Acquisitions have either (i) been consummated or (ii) been terminated or expired in accordance with the date that terms of the definitive agreement for such Limited Condition Transaction is terminated or expires agreements applicable thereto without consummation of such Limited Condition Acquisitionconsummation, any such ratio or basket shall be (A) calculated (and tested) on a Pro Forma Basis pro forma basis assuming such all pending Limited Condition Acquisition Acquisitions and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated, (B) calculated (and tested) on a pro forma basis assuming each pending Limited Condition Acquisition (independent of, and without giving effect to, any other pending Limited Condition Acquisition) and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (C) calculated (and tested) assuming all pending Limited Condition Acquisitions have been terminated or expired in accordance with the terms of the definitive agreements applicable thereto without consummation. Notwithstanding anything set forth herein to the contrary, (x) in no event shall more than three Limited Condition Acquisitions be pending at any time and (y) any determination in connection with any Limited Condition Acquisition of compliance with representations and warranties or as to the occurrence or absence of any Default or Event of Default hereunder as of the date the definitive agreements for such Limited Condition Acquisition are entered into by the applicable purchaser(s) (rather than the date of consummation of the applicable Limited Condition Acquisition) shall not be deemed to constitute a waiver of or consent to any breach of representations and warranties hereunder or any Default or Event of Default hereunder that may exist at the time of consummation of such Limited Condition Acquisition.

Limited Condition Acquisitions. Notwithstanding anything In the case of the classification of an Acquisition as a Permitted Acquisition or the consummation of any other Specified Transactions in this Agreement or any Loan Document to connection with a Limited Condition Acquisition, at the contraryBorrower’s option, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assetsthe calculation of the relevant financial ratios, or determining other compliance with this Agreement (including tests and baskets and the determination of compliance with any provision of this Agreement which requires condition that there be no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with (other than a Specified Transaction undertaken in connection with the consummation Event of a Limited Condition AcquisitionDefault, which shall not exist on the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for that such Limited Condition Acquisition are entered into (the “LCA Test Date”is consummated) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to shall be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) determined as if they occurred at the beginning of the applicable Test Period ending prior to date 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; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation Agreement of such Limited Condition Acquisition or related Specified Transactions. If is entered into and calculated as if the Acquisition and other pro forma events in connection therewith were consummated on such date; provided that if Borrower has made such an LCA Election for any Limited Condition Acquisitionelection, then in connection with any subsequent the calculation of any ratio financial ratios, tests or basket availability baskets with respect to the classification of an Acquisition as a Permitted Acquisition or the consummation of any other Specified Transaction Transactions on or following the relevant LCA Test Date such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation Acquisition Agreement of such Limited Condition AcquisitionAcquisition is terminated, any such ratio financial ratio, test or basket shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions pro forma events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereofIndebtedness) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, but without in any way limiting the conditions to funding set forth in Section 4.02 with respect to Credit Extensions under the Revolving Facility, when (a) calculating any applicable ratio or financial metric in connection with incurrence of Indebtedness, the creation of Liens, the making of any basket based on Consolidated EBITDA Disposition, any fundamental changes, the making of an Investment, the designation of Subsidiary as restricted or total assetsunrestricted, the making of any Restricted Payment or the repayment of any Restricted Indebtedness or (b) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth thereinin each case of (a) and (b) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, financial metric and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured ). If on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) ), with such ratios or financial metrics and other provisions being calculated as if they such Limited Condition Acquisition or other transactions had occurred at the beginning of the applicable most recent Test Period ending prior to the LCA Test DateDate for which financial statements are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such the applicable ratios and or other provisions, such provisions shall be deemed to have been complied with; provided that no , unless a Specified Event of Default shall be continuing on the date such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Dateis consummated. For the avoidance of doubt, (xi) if any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its SubsidiariesEBITDA) or other provisions 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 or breached solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (yii) such ratios or financial metrics and other provisions compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions, unless on such date a Specified Event of Default shall be continuing. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated both (1) 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 and (2) 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 not been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary herein, when calculating any applicable ratio for purposes of determining (i) pro forma compliance with the Consolidated Secured Leverage Ratio or the Consolidated Leverage Ratio, (ii) the amount of any basket set forth in Section 7 which is based on a percentage of Consolidated EBITDA Total Assets or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no iii) whether a Default or Event of Default has occurredoccurred and is continuing, is continuing or would result therefromin each case, but excluding Section 4.02 required to the extent set forth therein) in connection with be satisfied under this Agreement as a Specified Transaction undertaken condition in connection with the consummation of a Limited Condition Acquisition, the date of such determination of such ratio or any basket based on Consolidated EBITDA or total assets, 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 written election of the Parent Borrower (the Borrower’s with such election to exercise be made on or prior to, or reasonably promptly following, the date on which the definitive agreements for such option in connection with any Limited Condition Acquisition, Acquisition are executed by the parent Borrower or its applicable Restricted Subsidiary) (an “LCA Election”), be deemed to be the date time the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) ), in each case, as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test DateReference Period, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsand, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For for the avoidance of doubt, (x) if any of such ratios or amounts are exceeded following the LCA Test Date as a result of fluctuations in such ratio (or amount including due to fluctuations in Consolidated EBITDA of the Parent Borrower and its Subsidiaries) or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, 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 relevant transaction or action is permitted hereunder to be consummated or taken and (y) if any of such ratios or amounts improve following the LCA Test Date as a result of the information in the financial statements delivered pursuant to Section 6.1, the Parent Borrower may provide a written election to have such ratios recalculated as of the end of the fiscal quarter related to such financial statements for purposes of determining whether other transactions or actions are permitted to be consummated or taken from and other provisions shall not after such date; provided, in connection with an LCA Election, the Indebtedness (including any Indebtedness incurred pursuant to Section 2.25 or 7.2(n)) to be tested at incurred in connection with the time of consummation of such applicable Limited Condition Acquisition or related Specified Transactions. If (and any associated Lien) shall be deemed incurred at the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to (until such time as the earlier of Indebtedness is actually incurred or the date on which such applicable acquisition agreement is terminated without actually consummating the applicable Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming (in which case such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence of related Indebtedness will not be treated as having occurred)) and outstanding thereafter for purposes of pro forma compliance with any applicable ratios, tests or other baskets, as the use case may be (other than any ratio contained in Section 7.1, any determination of proceeds thereofthe Applicable Margin, or any ratios, tests or baskets relating to permitting Restricted Payments). The conditions set forth in Section 5.1 may, at the election of Parent Borrower for any Limited Condition Acquisition be limited to, with respect to Section 5.1(a), those customary specified or certain funds representations and, with respect to Section 5.1(b), the absence of any Event of Default under Section 8(a) have been consummatedor Section 8(f), as are the limited conditions to the applicable Limited Condition Acquisition.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to (a) When calculating the contrary, when calculating any applicable ratio or availability under any basket based on Consolidated EBITDA or total assets, ratio under this Indenture or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) Indenture in connection with a Specified Transaction undertaken in connection with the consummation of a any Limited Condition AcquisitionTransaction and any actions or transactions related thereto (including acquisitions, Investments, the date incurrence or issuance of determination Indebtedness, Disqualified Stock or Preferred Stock and the use of such ratio or any basket based on Consolidated EBITDA or total assetsproceeds thereof, the incurrence of Liens, repayments, Restricted Payments and determination of whether any Default or Event of Default has occurredAsset Sales), is continuing or would result therefrom or other applicable covenant shallin each case, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisitionoption, an “LCA LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default)) under this Indenture shall be deemed to be the date (the “LCT Test Date”) the definitive agreements for such Limited Condition Acquisition Transaction are entered into (or, if applicable, the “LCA Test Date”) date of delivery of an irrevocable notice, declaration of a Restricted Payment or similar event), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition Transaction and the other Specified Transactions to be entered into in connection therewith any actions or transactions related thereto (including any acquisitions, Investments, the incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could incurrence of Liens, repayments, Restricted Payments and Asset Sales) and any related pro forma adjustments, the Company or any of its Restricted Subsidiaries would have taken been permitted to take such action actions or consummate such transactions on the relevant LCA LCT Test Date in compliance with such ratios ratio, test or basket (and provisionsany related requirements and conditions), such provisions ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied withwith (or satisfied) for all purposes (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued or incurred at the LCT Test Date or at any time thereafter); provided provided, however, that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Company may elect, in its sole discretion, to re-determine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, tests or baskets, (b) except as contemplated in the foregoing clause (a), compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or 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) and (c) 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 contained in any financing commitment documentation with respect to such Indebtedness or, if no such acquisition shall constitute a Limited Condition Acquisition unless indicative interest margin exists, as reasonably determined by the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. Company in good faith. (b) For the avoidance of doubt, the Company shall have made an LCT Election, (x1) if any of such ratios are the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio (ratio, test or basket, including due to fluctuations in EBITDA or Consolidated EBITDA Total Assets of the Borrower and its Subsidiaries) at Company or prior the Person subject to the consummation of the relevant such Limited Condition AcquisitionTransaction, such baskets, tests or ratios and other provisions will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations solely fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for purposes which compliance or satisfaction was determined or tested as of determining whether the Limited Condition Acquisition is permitted hereunder LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of a Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing); and (y3) such ratios and other provisions shall not be tested at in calculating the time of consummation of such Limited Condition Acquisition availability under any ratio, test or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then basket in connection with any subsequent calculation of any ratio action or basket availability with respect transaction unrelated to any other Specified such Limited Condition Transaction on or following the relevant LCA LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires passes, as applicable, without consummation of such Limited Condition AcquisitionTransaction, any such ratio ratio, test or basket shall be calculated determined or tested on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) have had been consummated.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken solely in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of (i) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement the Loan Documents which requires the calculation of the Total Leverage Ratio or the Interest Coverage Ratio; (ii) determining (A) the accuracy of representations and warranties in Article VI (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 no are material to the interests 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, notwithstanding anything herein to the contrary, shall be required to be accurate on the basis set forth in the acquisition agreement as of the date of the consummation of any Limited Condition Acquisition)), and/or (B) whether a Default or Event of Default (other than a Specified Event of Default (the absence of which, notwithstanding anything herein to the contrary, shall be required on the date of the consummation of such Limited Condition Acquisition)) has occurred, occurred and is continuing or would result therefrom, but excluding Section 4.02 to the extent ; or (iii) testing availability under baskets set forth therein) in connection with a Specified Transaction undertaken the Loan Documents; in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shalleach case, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted under the Loan Documents, shall be deemed to be the date the definitive agreements agreement for such Limited Condition Acquisition are is entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis pro forma basis after giving effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test most recent Measurement Period ending prior to the LCA Test Date, the Borrower Company could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if the Company has made an LCA Election for any Limited Condition Acquisition and any of such the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded or otherwise non-compliant as a result of fluctuations in any such ratio (or basket, including due to fluctuations in Consolidated EBITDA Adjusted Operating Income of the Borrower and its Subsidiaries) 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 Limited Condition Acquisitiontransaction or action, such ratios and other provisions baskets, ratios, metrics or thresholds will not be deemed to have been exceeded or non-compliant as a result of such fluctuations solely for purposes of determining whether compliance of the Limited Condition Acquisition is permitted hereunder and (y) relevant transaction or action with such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition provisions, baskets or related Specified Transactionsthresholds. If the Borrower Company has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction with, 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 Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on (A) 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 consummatedconsummated until such time as the Limited Condition Acquisition has been consummated or the definitive agreement with respect thereto has been terminated or expires and (B) on a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio if the Borrower notifies the Administrative Agent in writing prior to or any basket based on Consolidated EBITDA concurrently with the execution of the definitive purchase agreement, merger agreement or total assetsother acquisition agreement governing a Limited Condition Acquisition (the time of such execution, the “LCA Test Date”) that in connection with such Limited Condition Acquisition the Borrower wishes to test the conditions to such Limited Condition Acquisition and/or the availability of Incremental Term Loans that are to be used to finance all or determining other compliance part of such Limited Condition Acquisition in accordance with this Agreement Section 1.11, then, if agreed by the Incremental Lenders providing such Incremental Term Loan and the Borrower, the following provisions shall apply: (including the determination of compliance with a) any provision of this Agreement which condition to such Limited Condition Acquisition or such Incremental Term Loans that requires that no Default or Event of Default has occurred, is shall have occurred and be continuing or would result therefrom, but excluding Section 4.02 to at the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation time of a such Limited Condition Acquisition, Acquisition or the date of determination incurrence of such ratio or any basket based on Consolidated EBITDA or total assetsIncremental Term Loans, and determination of whether any shall be satisfied if (i) no Default or Event of Default has occurred, is shall have occurred and be continuing or would result therefrom or other applicable covenant shall, at the option time of the Borrower LCA Test Date and (the Borrower’s election to exercise such option in connection with ii) no Event of Default under any Limited Condition Acquisition, an “LCA Election”of Section 10.1(a), 10.1(b), 10.1(i) or 10.1(j) would occur and be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and ifcontinuing, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into any Indebtedness incurred in connection therewith (including any incurrence of Indebtedness such Incremental Term Loans) and the use of proceeds thereof) thereof as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time date of consummation of such Limited Condition Acquisition Acquisition; (b) any financial ratio test or related Specified Transactions. If the Borrower has made an LCA Election for any condition to be tested in connection with such Limited Condition AcquisitionAcquisition and the availability of such Incremental Term Loans will be tested as of the LCA Test 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 (c) in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or and the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated required to be satisfied (i) on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness and use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness and use of proceeds thereof) have not been consummated; provided that, notwithstanding the foregoing, any calculation (x) in connection with determining the Applicable Margin or the ECF Percentage and (y) determining whether or not the Borrower is in compliance with the Financial Covenant shall, in each case be calculated 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 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 tested separately. Notwithstanding anything to the contrary herein, in no event shall there be more than two Limited Condition Acquisitions at any time outstanding.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event the calculation of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionConsolidated Senior Secured Leverage Ratio, the date of determination of such Consolidated Total Leverage Ratio, the Consolidated Interest Coverage Ratio or any other financial ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallmetric, 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, 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, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending most recent period of four fiscal quarters then ended prior to the LCA Test DateDate for which consolidated financial statements of Holdings are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness, the grant of Liens, or the making of Investments, Restricted Payments, Dispositions, mergers and consolidations or other transfer of all or substantially all of the assets of any other Specified Transaction Loan Party or any Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming both that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and have not been consummated.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in connection with a Limited Condition Acquisition for purposes of determining: (a) whether any Indebtedness that is being incurred in connection with such Limited Condition Acquisition is permitted to be incurred in compliance with Section 9.3 or Section 2.15; (b) whether any Lien being incurred in connection with such Limited Condition Acquisition is permitted to be incurred in accordance with Section 9.1; (c) whether any other transaction undertaken or proposed to be undertaken in connection with such Limited Condition Acquisition complies with the covenants or agreements contained in this Agreement Agreement; and (d) any calculation of the ratios or any Loan Document baskets, including the Net Leverage Ratio, Consolidated Fixed Charge Coverage Ratio, Consolidated Net Income, Consolidated EBITDA and/or pro forma cost savings and baskets determined by reference to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Total Assets and whether a Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken exists in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, foregoing; at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date that the definitive agreements agreement for such Limited Condition Acquisition are is entered into (the “LCA Test Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and if, after such ratios and other consistent with the pro forma adjustment provisions are measured on a set forth in the definition of “Pro Forma Basis Basis” or “Consolidated EBITDA.” For the avoidance of doubt, if the Borrower elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in the Net Leverage Ratio, Consolidated Fixed Charge Coverage Ratio, Consolidated Net Income, Consolidated EBITDA and/or Total Assets of the Borrower from the Transaction Agreement Date to the date of consummation of such Limited Condition Acquisition will not be taken into account for purposes of determining whether any Indebtedness or Lien that is being incurred in connection with such Limited Condition Acquisition is permitted to be incurred, or whether any other transaction undertaken in connection with such Limited Condition Acquisition by the Borrower or any of the Restricted Subsidiaries complies with the Loan Documents and (b) after giving effect to the Transaction Agreement Date and until such Limited Condition Acquisition is consummated or the definitive agreements in respect thereof are terminated or expire, such Limited Condition Acquisition and the other Specified Transactions all transactions proposed to be entered into undertaken in connection therewith (including without limitation the incurrence of Indebtedness and Liens) will be given Pro Forma Effect when determining compliance of other transactions (including without limitation the incurrence of Indebtedness and Liens unrelated to such Limited Condition Acquisition) that are consummated after the Transaction Agreement Date and on or prior to the date of consummation of such Limited Condition Acquisition and any such transactions (including without limitation any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall will be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis occurred on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower Transaction Agreement Date and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely outstanding thereafter for purposes of determining whether calculating any baskets or ratios under the Limited Condition Acquisition is permitted hereunder Loan Documents after the Transaction Agreement Date and (y) such ratios and other provisions shall not be tested at before the time date of consummation of such Limited Condition Acquisition (or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then date the definitive agreements in connection with any subsequent calculation of any ratio respect thereof are terminated or basket availability expire); provided that solely with respect to any other Specified Transaction on Restricted Payments only (and only until such time as the applicable Limited Condition Acquisition has been consummated or following the relevant LCA Test Date and prior to the earlier of the date on which definitive documentation for such Limited Condition Acquisition is consummated or the date that the definitive agreement for terminated), such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket calculation shall also be calculated made on a Pro Forma Basis assuming standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedtherewith.

Limited Condition Acquisitions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (a) compliance with any basket, financial ratio or test (including any Consolidated Total Leverage Ratio, Consolidated First Lien Leverage Ratio or Consolidated Senior Secured Leverage Ratio test), (b) the absence of a Default or an Event of Default, or (c) a determination as to whether the representations and warranties contained in this Agreement or any other Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assetsDocument, or determining other compliance with this Agreement (including the determination of compliance with which are contained in any provision of this Agreement which requires that no Default document furnished at any time under or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken herewith or therewith, shall be true and correct in all material respects (or, in all respects, if already qualified by materiality), in each case, in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, the relevant condition is continuing or would result therefrom or other applicable covenant shallsatisfied may be made, at the option election of the Borrower Borrower, (A) on the Borrower’s election date of the execution of the definitive agreement with respect to exercise such option Limited Condition Acquisition (such date, the “LCA Test Date”), or (B) on the date on which such Limited Condition Acquisition is consummated, in either case, after giving effect to the relevant Limited Condition Acquisition and any related incurrence of Indebtedness (other than Revolving Loans), on a Pro Forma Basis; provided that, notwithstanding the foregoing, in connection with any Limited Condition Acquisition: (1) (A) the condition set forth in clause (iv)(C) of the proviso to the definition of “Permitted Acquisition” shall be satisfied if (x) no Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, an “LCA Election”), and (y) no Specified Event of Default shall have occurred and be deemed to be continuing at the date the definitive agreements for time of consummation of such Limited Condition Acquisition, and (B) the condition set forth in clause (v) of the proviso to the definition of “Permitted Acquisition” shall be required to be satisfied at the time of closing of the Limited Condition Acquisition but the representations and warranties which must be accurate at the time of closing of the Limited Condition Acquisition may be limited to customary “specified representations”; (2) if the proceeds of an Incremental Term Loan established under Section 2.1(d)(iii) are entered into being used to finance such Limited Condition Acquisition, then (x) the conditions set forth in clause (F)(1) of the proviso to Section 2.1(d)(iii) shall be required to be satisfied at the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Loan but, if the lenders providing such Incremental Term Loan so agree, the representations and warranties which must be accurate at the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Loan may be limited to customary “specified representations” and such other representations and warranties as may be required by the lenders providing such Incremental Term Loan, and (y) the conditions set forth in clauses (B) and (F)(2) of the proviso to Section 2.1(d)(iii) shall, if and to the extent the lenders providing such Incremental Term Loan so agree, be satisfied if (I) no Event of Default shall have occurred and be continuing as of the applicable LCA Test Date”, and (II) no Specified Event of Default shall have occurred and ifbe continuing at the time of the funding of such Incremental Term Loan in connection with the consummation of such Limited Condition Acquisition; (3) if the proceeds of any Incremental Equivalent Debt are being used to finance such Limited Condition Acquisition, after then (x) the conditions set forth in clause (i) of the proviso to the definition of “Incremental Equivalent Debt” shall be required to be satisfied at the time of closing of the Limited Condition Acquisition and funding of such ratios Incremental Equivalent Debt but, if the lenders providing such Incremental Equivalent Debt so agree, the representations and warranties which must be accurate at the time of closing of the Limited Condition Acquisition and funding of such Incremental Equivalent Debt may be limited to customary “specified representations” and such other provisions are measured on a Pro Forma Basis after giving effect representations and warranties as may be required by the lenders providing such Incremental Equivalent Debt, and (y) the conditions set forth in clause (b) of the proviso to the definition of “Incremental Equivalent Debt” shall, if and to the extent the lenders providing such Incremental Equivalent Debt so agree, be satisfied if (I) no Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, and (II) no Specified Event of Default shall have occurred and be continuing at the time of the funding of such Incremental Equivalent Debt in connection with the consummation of such Limited Condition Acquisition; and (4) such Limited Condition Acquisition and the other Specified Transactions related Indebtedness to be entered into incurred in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred thereof shall be deemed incurred and/or applied at the beginning of the applicable Test Period ending prior to the LCA Test Date, Date (until such time as the Borrower could have taken such action on Indebtedness is actually incurred or the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition unless Acquisition) and outstanding thereafter for purposes of determining compliance (other than in connection with the Payment Conditions are satisfied making of any Restricted Payment) with any financial ratio or test on a Pro Forma Basis (including any Consolidated Total Leverage Ratio, Consolidated First Lien Leverage Ratio or Consolidated Senior Secured Leverage Ratio test, or any calculation of the financial covenants set forth in Section 8.8) (it being understood and agreed that for purposes of determining compliance with any financial ratio or test on a Pro Forma Basis in connection with the making of any Restricted Payment, the Borrower shall demonstrate compliance with the applicable LCA Test Datetest both after giving effect to the applicable Limited Condition Acquisition and assuming that such acquisition had not occurred). For the avoidance of doubt, (x) if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter exceeded or otherwise failed to have been complied with as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) EBITDA), at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions or amounts will not be deemed to have been exceeded or failed to be complied with as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Acquisition is permitted hereunder to be consummated or taken. Except as set forth in clauses (2) and (y3) in the proviso to the first sentence in this Section 1.4 in connection with the use of the proceeds of an Incremental Term Loan or Incremental Equivalent Debt to finance a Limited Condition Acquisition (and, in the case of such ratios clauses (2) and other provisions (3), only if and to the extent the lenders providing such Incremental Term Loan or such Incremental Equivalent Debt, as applicable, so agree as provided in such clause (2) or clause (3), as applicable), it is understood and agreed that this Section 1.4 shall not be tested at limit the time of consummation of such conditions set forth in Section 5.2 with respect to any proposed Credit Extension, in connection with a Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedotherwise.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any other basket based on Consolidated EBITDA or total assetsEBITDA, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding determination of compliance with Section 4.02 to 5.02 in accordance with the extent set forth thereinterms thereof) in connection with a Specified LCA Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or the amount or availability of any basket based on Consolidated EBITDA or total assetsEBITDA, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified LCA Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiariesor the target of such Limited Condition Acquisition) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition 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 LCA Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified LCA Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such prior Limited Condition Acquisition is consummated or the date that the definitive agreement for such prior Limited Condition Transaction Acquisition is terminated or expires without consummation of such prior Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such prior Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. Notwithstanding the foregoing, nothing contained in this Section 1.07 shall modify the requirements contained in Section 5.02, except as stated explicitly therein.

Limited Condition Acquisitions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (a) compliance with any basket, financial ratio or test (including any Consolidated Net Leverage Ratio test or any Consolidated Interest Coverage Ratio test), (b) the absence of a Default or an Event of Default, or (c) a determination as to whether the representations and warranties contained in this Agreement or any other Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assetsDocument, or determining other compliance with this Agreement (including the determination of compliance with which are contained in any provision of this Agreement which requires that no Default document furnished at any time under or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers), in each case in connection with the consummation of a Limited Condition AcquisitionAcquisition and any related incurrence of an Incremental Term Loan, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, (A) on the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, 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 execution of the Borrower definitive agreement with respect to such Limited Condition Acquisition (such date, the Borrower’s election “LCA Test Date”), or (B) on the date on which such Limited Condition Acquisition is consummated, in either case, after giving effect to exercise such option the relevant Limited Condition Acquisition and any related incurrence of an Incremental Term Loan, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, in connection with any Limited Condition Acquisition: (1) the condition set forth in clause (b)(i) of the definition of “Permitted Acquisition” shall be satisfied if (x) no Default or Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, and (y) no Specified Event of Default shall have occurred and be continuing at the time of consummation of such Limited Condition Acquisition; (2) if the proceeds of an Incremental Term Loan are being used to finance such Limited Condition Acquisition, then (x) the conditions set forth in clause (b)(v) of the definition “LCA ElectionPermitted Acquisition”), Section 2.23(d) and Section 3.2(b) shall be deemed required to be satisfied at the date time of closing of the definitive agreements for Limited Condition Acquisition and funding of such Incremental Term Loan but, if the lenders providing such Incremental Term Loan so agree, the representations and warranties which must be accurate at the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Loan may be limited to customary “specified representations” and such other representations and warranties as may be required by the lenders providing such Incremental Term Loan, and (y) the conditions set forth in Section 2.23(c) shall, if and to the extent the lenders providing such Incremental Term Loan so agree, be satisfied if (I) no Default or Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, and (II) no Specified Event of Default shall have occurred and be continuing at the time of the funding of such Incremental Term Loan in connection with the consummation of such Limited Condition Acquisition are entered into Acquisition; and (the “LCA Test Date”3) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions related Incremental Term Loan to be entered into incurred in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred thereof shall be deemed incurred and/or applied at the beginning of the applicable Test Period ending prior to the LCA Test Date, Date (until such time as such Incremental Term Loan is actually incurred or the Borrower could have taken such action on applicable definitive agreement is terminated without actually consummating the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a applicable Limited Condition Acquisition unless the Payment Conditions are satisfied Acquisition) and outstanding thereafter for purposes of determining compliance on a Pro Forma Basis (other than for purposes of determining compliance on a Pro Forma Basis in connection with the making of any Restricted Payment or the prepayment of any Indebtedness) with any financial ratio or test (including any Consolidated Net Leverage Ratio test or any Consolidated Interest Coverage Ratio test, or any calculation of the financial covenants set forth in Article VI) (it being understood and agreed that for purposes of determining compliance on a Pro Forma Basis in connection with the making of any Restricted Payment or prepayment of any Indebtedness, the Borrower shall demonstrate compliance with the applicable LCA Test Datetest both after giving effect to the applicable Limited Condition Acquisition and assuming that such transaction had not occurred). For the avoidance of doubt, (x) if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter exceeded or otherwise failed to have been complied with as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) Adjusted EBITDA), at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions or amounts will not be deemed to have been exceeded or failed to be complied with as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Acquisition is permitted hereunder to be consummated or taken. Except as set forth in clause (2) in the proviso to the first sentence in this Section 1.8 in connection with the use of the proceeds of an Incremental Term Loan to finance a Limited Condition Acquisition (and, in the case of such clause (2), only if and to the extent the lenders providing such Incremental Term Loan so agree as provided in such clause (y) such ratios 2)), it is understood and other provisions agreed that this Section 1.8 shall not be tested at limit the time of consummation of such conditions set forth in Section 3.2 with respect to any proposed Borrowing, in connection with a Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedotherwise.

Limited Condition Acquisitions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any basket, financial ratio or test, (ii) the absence of a Default or an Event of Default or (iii) a determination as to whether the representations and warranties contained in this Agreement or any other Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assetsDocument, or determining other compliance with this Agreement (including the determination of compliance with which are contained in any provision of this Agreement which requires that no Default document furnished at any time under or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect), in each case in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, the relevant condition is continuing or would result therefrom or other applicable covenant shallsatisfied may be made, at the option election of the Borrower Borrower, (A) on the Borrower’s election date of the execution of the definitive agreement with respect to exercise such option Limited Condition Acquisition (such date, the “LCA Test Date”), or (B) on the date on which such Limited Condition Acquisition is consummated, in either case, after giving effect to the relevant Limited Condition Acquisition and any related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions related Indebtedness to be entered into incurred in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred thereof shall be deemed incurred and/or applied at the beginning of the applicable Test Period ending prior to the LCA Test DateDate (until such time as the Indebtedness is actually incurred or the applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition) and outstanding thereafter for purposes of determining Pro Forma Compliance with any financial ratio or test (it being understood and agreed that for purposes of determining Pro Forma Compliance in connection with the making of any Restricted Payment, the Borrower could have taken such action on the relevant LCA Test Date in shall demonstrate compliance with such ratios and provisions, such provisions shall be deemed the applicable test both after giving effect to have been complied with; provided that no such acquisition shall constitute a the applicable Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Dateand assuming that such transaction had not occurred). For the avoidance of doubt, (x) if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter exceeded or otherwise failed to have been complied with as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) EBITDA), at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions or amounts will not be deemed to have been exceeded or failed to be complied with as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Acquisition is permitted hereunder to be consummated or taken. It is understood and (yagreed that this Section 1.03(e) such ratios and other provisions shall not be tested at limit the time of consummation of such conditions set forth in Section 4.02 with respect to any proposed Credit Extension in connection with a Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedotherwise.