Common use of Limited Condition Acquisitions Clause in Contracts

Limited Condition Acquisitions. Notwithstanding anything herein to the contrary, solely in the case of the incurrence of any Indebtedness or Liens or the making of any Investments or consolidations, mergers, divisions, or other fundamental changes, in each case in connection with a Limited Condition Acquisition, (a) for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall be deemed satisfied, so long as (x) no Event of Default exists on the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and (y) no Specified Event of Default exists at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and (b) for purposes of determining compliance with any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party set forth in this Agreement or in any other Loan Document be true and correct, such condition shall be deemed satisfied, so long as (x) the representations and warranties in this Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier therein) as of the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and (y) 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 correct in all material respects (without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and neither the Borrower nor any other Loan Party shall be required to bring down any other representation or warranty as a condition to the consummation of such Limited Condition Acquisition (or the incurrence of any Indebtedness and any other ancillary transaction consummated in connection with such Limited Condition Acquisition).

Limited Condition Acquisitions. Notwithstanding anything herein to the contrarycontrary contained herein, for purposes of (a)(i) measuring the relevant ratios and baskets, (ii) determining whether a Default or Event of Default (other than any Default under Section 7.01(a), (b), (h) or (i)) exists or would be caused thereby and (iii) determining the accuracy of any representation or warranty, in each case solely in the case of with respect to the incurrence of any Incremental Facility or Indebtedness under Section 6.01(a)(viii), Section 6.01(a)(ix) or Liens or Section 6.01(a)(xxii) for the making purpose of any Investments or consolidations, mergers, divisions, or other fundamental changes, in each case in connection with financing a Limited Condition Acquisition, or (ab) for purposes of determining whether the Limited Condition Acquisition is permitted under this Agreement, compliance with any provision such ratio, basket or other test hereunder on a Pro Forma Basis with respect to the incurrence 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 (x) no Event Indebtedness or the consummation of Default exists on the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and may be determined, at the option of the Borrower, either (yi) no Specified Event of Default exists at the time of, and immediately after giving effect to, of entry into the applicable acquisition agreement or (ii) at the time of incurrence of such Indebtedness or the consummation of such Limited Condition Acquisition; provided that if the Borrower elects to have such determination occur at the time of entry into the applicable acquisition agreement, such Indebtedness to be incurred shall be deemed incurred at the time of such determination and outstanding thereafter, and (b) such Limited Condition Acquisition will be deemed to have been consummated for four complete fiscal quarters, and be given pro forma effect, for purposes of determining compliance on a Pro Forma Basis with any provision applicable ratio, basket or other test with respect thereto and in connection with the incurrence 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 correctIndebtedness (other than under such Incremental Facility or Indebtedness under Section 6.01(a)(viii), such condition Section 6.01(a)(ix) or Section 6.01(a)(xxii), which shall be deemed satisfiedremain subject to the terms thereof with respect to the impact, so long as (xif any, of a Limited Condition Acquisition) or Liens, or the representations and warranties in this Agreement and the other Loan Documents are true and correct in all material respects (without duplication making of any materiality qualifier thereinother Investments, Dispositions or fundamental changes (A) until such time as of the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and (y) 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 correct in all material respects (acquisition agreement is terminated without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of actually consummating such Limited Condition Acquisition, in which case such Incremental Facility or other applicable Indebtedness will not be treated as having been incurred and neither the Borrower nor any other Loan Party shall be required to bring down any other representation or warranty as a condition to the consummation of such Limited Condition Acquisition will not be treated as having occurred or (or the incurrence of any Indebtedness and any other ancillary transaction consummated in connection with B) until such time as such Limited Condition Acquisition)Acquisition is consummated, in which case the actual Incremental Facility or other applicable Indebtedness shall be deemed incurred and outstanding and such acquisition will be deemed to be consummated for purposes of determining compliance on a Pro Forma Basis with any applicable ratio, test or other basket.

Limited Condition Acquisitions. Notwithstanding anything herein to the contrary, solely (a) Solely in the case of the incurrence consummation of any Indebtedness or Liens or the making of any Investments or consolidations, mergers, divisions, or other fundamental changes, in each case in connection with a Limited Condition Acquisition, if the Borrower has made an LCA Election, (ai) the Total Leverage Ratio, to the extent required to be tested in connection therewith, shall be calculated on a Pro Forma Basis and tested as of the date of execution of the definitive agreement(s) for such Limited Condition Acquisition (as if such transaction and other pro forma events in connection therewith were consummated on such date) (such date, the “LCA Test Date”), (ii) for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall be deemed satisfied, so long as (x) no Event of Default exists on the date of execution of the definitive agreement(s) for such Limited Condition Acquisition LCA Test Date and (y) no Specified Event of Default exists at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and (biii) for purposes of determining compliance with any provision of this Agreement which requires that any of the representations and warranties made by any Loan Credit Party set forth in this Agreement or in any other Loan Credit Document be true and correct, such condition shall be deemed satisfied, so long as (x) the representations and warranties in this Agreement and the other Loan Credit Documents are true and correct in all material respects (without duplication of any materiality qualifier therein) as of the date of execution of the definitive agreement(s) for such Limited Condition Acquisition LCA Test Date and (y) the Specified Representations “specified acquisition representations” (or such similar term as customarily defined in each case, modified solely to the extent necessary to reflect the applicable terms of definitive agreements entered into in connection with such Limited Condition Acquisition as set forth in the definitive agreement(s) governing such transactionAcquisitions) are true and correct in all material respects (without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and neither ; provided that if the Borrower nor has made an LCA Election, in connection with the calculation of any ratio, other Loan Party shall be required than for purposes of calculating compliance with (A) the Financial Performance Covenant or (B) any basket with respect to bring down any other representation or warranty as a condition to the consummation of such Limited Condition Acquisition (or the incurrence of any Indebtedness (including any Incremental Facility) or Liens, or the making of any Permitted Acquisitions or other Investments, Restricted Payments, Restricted Debt Payments or Disposition of assets on or following such LCA Test Date and any other ancillary transaction consummated in connection with prior to the earlier to occur of (x) the date on which such Limited Condition Acquisition)Acquisition is consummated or (y) the definitive agreement for such Limited Condition Acquisition is terminated, any such ratio or basket shall be required to be calculated on a Pro Forma Basis assuming (i) such Limited Condition Acquisition and other pro forma events in connection therewith (including, without limitation, the incurrence of any Indebtedness) have been consummated and (ii) such Limited Condition Acquisition and other pro forma events in connection therewith (including, without limitation, the incurrence of any Indebtedness) have not been consummated, and the Borrower shall be required to meet the applicable ratio or other basket in the case of each of clause (i) and (ii) herein.

Limited Condition Acquisitions. Notwithstanding anything herein to the contrary, solely in the case of In connection with the incurrence of any Indebtedness or Liens or the making of any Investments Investments, Restricted Payments, prepayments of Restricted Indebtedness, Dispositions or consolidations, mergers, divisions, fundamental changes or other fundamental changesthe designation of any Subsidiaries or Unrestricted Subsidiaries, in each case case, in connection with a Limited Condition AcquisitionAcquisition (any of the foregoing, (a) an “LCA Action” and collectively, the “LCA Actions”), for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, Default has occurred, is continuing or would result from any such actionLCA Action or that the representations and warranties shall be true and correct (or true and correct in all material respects), as applicable, such condition shall shall, at the option of the Company (the Company’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed satisfied, so long as (x) no Default or Event of Default exists and the representations and warranties are true and correct (or true and correct in all material respects, as applicable) on the date of execution of the definitive agreement(s) agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and (y) no Specified Event of Default exists at under clause (a), (b), (h) or (i) of Article VII shall have occurred and is continuing on the time ofeffective date of such LCA Action. For the avoidance of doubt, if the Company has exercised the LCA Election, and immediately after giving effect to, any Default or Event of Default occurs (including as a result of the representations and warranties not being true and correct) following the LCA Test Date and prior to the consummation of such Limited Condition Acquisition, and (b) any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining compliance with whether any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party set forth in this Agreement or in any other Loan Document be true and correct, such condition shall be deemed satisfied, so long as (x) the representations and warranties in this Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier therein) as of the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and (y) 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 correct in all material respects (without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and neither the Borrower nor any other Loan Party shall be required to bring down any other representation or warranty as a condition to the consummation of such Limited Condition Acquisition (or the incurrence of any Indebtedness and any other ancillary transaction consummated action being taken in connection with such Limited Condition Acquisition)Acquisition is permitted hereunder.

Limited Condition Acquisitions. Notwithstanding anything herein to the contrary, solely foregoing provisions of this Section 2.14 or in the case any other provision of the incurrence Loan Document, unless otherwise agreed by the Borrower, the Administrative Agent and the Lenders providing the applicable Incremental Term Loans, if the proceeds of any Indebtedness or Liens or Incremental Term Loans are intended to fund a Permitted Acquisition substantially concurrently with the making of any Investments or consolidationsreceipt thereof (a “Limited Condition Acquisition”), mergers, divisions, or other fundamental changes, in each case in connection with the conditions precedent to Borrower’s right to request such Incremental Facility for a Limited Condition Acquisition, Acquisition shall be limited to the following: (a) on the date of the signing of the definitive acquisition agreement for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall be deemed satisfied, so long as Limited Condition Acquisition (x) no Event of Default exists on the date of execution of the definitive agreement(s) for such Limited Condition Acquisition shall have occurred and be continuing (y) no Specified Event of Default exists at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and (b) for purposes of determining compliance with any provision of this Agreement which requires that any each of the representations and warranties made by any contained in the Loan Party set forth in this Agreement or in any other Loan Document be true and correct, such condition Documents shall be deemed satisfied, so long as (x) 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 thereinexcept (I) with respect to representations and warranties expressly made as of the date of execution of the definitive agreement(s) for an earlier date, in which case such Limited Condition Acquisition representations and (y) 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 warranties must be true and correct in all material respects (without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation as of such Limited Condition Acquisition, earlier date and neither the Borrower nor (II) if any other Loan Party shall be required to bring down any other such representation or warranty as a condition to contains any materiality qualifier, such representation or warranty shall be true and correct in all respects); and (b) at the consummation date of closing of such Limited Condition Acquisition and the funding of the applicable Incremental Facility, (A) no Event of Default under Section 7.01(a), (f) or (g) shall have occurred and be continuing and (B) the incurrence only representations and warranties the accuracy of which shall be a condition to funding such Incremental Facility shall be the Specified Representations and the representations and warranties contained in the purchase agreement relating to such Permitted Acquisition as are material to the interests of the Lenders but only to the extent that the Borrower or any Indebtedness of its Affiliates have the right to terminate its or their obligations under such purchase agreement as a result of a breach of such representations and any other ancillary transaction consummated warranties in connection with such Limited Condition Acquisition)purchase agreement.

Limited Condition Acquisitions. Notwithstanding anything herein to the contrarycontrary herein, solely in to the case extent that the terms of the incurrence of any Indebtedness or Liens or the making of any Investments or consolidations, mergers, divisions, or other fundamental changes, in each case in connection with a Limited Condition Acquisition, this Agreement require (a) for purposes of determining compliance with any provision basket, financial ratio or test (including any Consolidated Net Leverage Ratio test or any Consolidated Interest Coverage Ratio test), (b) the absence of this Agreement which requires that no a Default or an Event of Default, or (c) a determination as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall be deemed satisfied, so long as (x) no Event of Default exists on the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and (y) no Specified Event of Default exists at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and (b) for purposes of determining compliance with any provision of this Agreement which requires that any of to whether the representations and warranties made by any Loan Party set forth contained in this Agreement or in any other Loan Document be true and correctDocument, such condition or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be deemed satisfied, so long as (x) the representations and warranties in this Agreement and the other Loan Documents are true and correct in all material respects (without duplication 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 any materiality qualifier thereina Limited Condition Acquisition, the determination of whether the relevant condition is satisfied may be made, at the election of the Parent, (A) as of on the date of the execution of the definitive agreement(s) for agreement with respect to such 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) any condition to such Limited Condition Acquisition requiring the absence of any Event of Default set forth in Section 7.8 shall be satisfied if (x) no Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, and (y) no Event of Default pursuant to Section 8.1(a) or 8.1(f) 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 solely with respect to such Incremental Term Loan (x) the conditions set forth in clause (4) of the proviso in Section 2.24(a) and Section 5.2(a) 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 Specified Representations conditions set forth in clause (1) of the proviso in each caseSection 2.24(a) and Section 5.2(b) shall, modified solely if and to the extent necessary to reflect the lenders providing such Incremental Term Facility so agree, be satisfied if (I) no Default or Event of Default shall have occurred and be continuing as of the applicable terms LCA Test Date, and (II) no Event of such Limited Condition Acquisition as set forth in the definitive agreement(sDefault pursuant to Section 8.1(a) governing such transactionor 8.1(f) are true shall have occurred and correct in all material respects (without duplication of any materiality qualifier therein), be continuing at the time of, and immediately after giving effect to, of the funding of such Incremental Term Facility in connection with the consummation of such Limited Condition Acquisition; and (3) in connection with any calculation of any ratio, test or basket availability with respect to any subsequent transaction following the relevant LCA Test Date and neither the Borrower nor any other Loan Party shall be required to bring down any other representation or warranty as a condition 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 Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis (i) assuming that such Limited Condition Acquisition and other transactions in connection therewith (or the including any incurrence of any 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 other ancillary transaction incurrence of Indebtedness and the use of proceeds thereof) have not been consummated. For the avoidance of doubt, 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), at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios 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 to be consummated or taken. Except as set forth in clause (2) in the proviso to the first sentence in this Section 1.4 in connection with such the use of the proceeds of an Incremental Term Loan to finance a Limited Condition AcquisitionAcquisition (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 (2)), it is understood and agreed that this Section 1.4 shall not limit the conditions set forth in Section 5.2 with respect to any proposed extension of credit hereunder, in connection with a Limited Condition Acquisition or otherwise.

Limited Condition Acquisitions. Notwithstanding anything herein to the contrarycontrary herein, solely in for purposes of determining (i) compliance on a pro forma basis with the case of Senior Secured Net Leverage Ratio or Total Net Leverage Ratio, (ii) the incurrence amount of any Indebtedness basket set forth in Article VI hereof or Liens (iii) whether a Default or the making Event of any Investments or consolidations, mergers, divisions, or Default has occurred (other fundamental changesthan a Specified Default) and is continuing, in each case case, in connection with the consummation of a Limited Condition Acquisition, (a) for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall be deemed satisfied, so long as (x) no Event of Default exists on the date of execution such determination shall, at the election of the Borrower, be the time the definitive agreement(s) agreements for such Limited Condition Acquisition are entered into after giving pro forma effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (y) no Specified Event including any incurrence of Default exists Indebtedness and the use of proceeds thereof), in each case, as if such transactions occurred at the time ofbeginning of the applicable test period, and immediately after giving effect toand, for the consummation avoidance of doubt, if any of such ratios or amounts are exceeded as a result of fluctuations in such ratio or amount including due to fluctuations in EBITDA of the Borrower or the Person subject to such Limited Condition Acquisition, and (b) at or prior to the consummation of the relevant transaction, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining compliance whether the relevant transaction is permitted to be consummated or taken; provided, that if the Borrower elects to have such determinations occur at the time of entry into the definitive agreement with respect to such Limited Condition Acquisition, the Indebtedness to be incurred (and 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 associated lien) shall be deemed satisfied, so long incurred at the time of such election (until such time as the Indebtedness is actually incurred or the applicable acquisition agreement is terminated without actually consummating the applicable Limited Condition Acquisition (x) 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 date of execution of the definitive agreement(s) for which case such Limited Condition Acquisition and 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 case may be (y) other than any ratios, tests or baskets relating to permitting Restricted Payments or prepayment of Junior Debt); provided, that, any applicable ratios, tests or other baskets with respect to permitting any Restricted Payments or prepayment of Junior Debt to be made during the Specified Representations (in each case, modified solely to period commencing from the extent necessary to reflect the applicable terms time of entry into such definitive agreement until such time as such Limited Condition Acquisition is consummated and any related Indebtedness is actually incurred or the applicable acquisition agreement is terminated without actually consummating the applicable acquisition (in which case the acquisition and related Indebtedness will not be treated as set forth in the definitive agreement(shaving occurred) governing such transaction) are true and correct in all material respects (without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and neither the Borrower nor any other Loan Party shall be required to bring down any other representation or warranty as a condition be complied with using calculations without giving pro forma effect to the consummation of such Limited Condition Acquisition (or the and any associated incurrence of any Indebtedness and any other ancillary transaction consummated in connection with such Limited Condition Acquisition)Indebtedness.

Limited Condition Acquisitions. Notwithstanding anything herein to the contrary, solely in the case of (a) In connection with the incurrence of any Indebtedness or Liens or the making of any Investments or consolidations, mergers, divisions, or other fundamental changes, in each case in connection with a Limited Condition AcquisitionAcquisition (any of the foregoing, (a) an “LCA Action” and collectively, the “LCA Actions”), for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, Default is continuing or would result from any such actionLCA Action, or that the representations and warranties shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), as applicable, such condition shall, at the election of the Borrower (the Borrower’s written election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”, which shall be provided to the Administrative Agent prior to entering into the definitive documentation governing such Limited Condition Acquisition), be deemed satisfied, so long as (xi) no Default or Event of Default exists on the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and exists, (y) no Specified Event of Default exists at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and (b) for purposes of determining compliance with any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party set forth in this Agreement or in any other Loan Document be true and correct, such condition shall be deemed satisfied, so long as (xii) 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 thereinother than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), in each case with respect to clauses (i) and (ii), on and as of the date of execution of the definitive agreement(s) agreements for such Limited Condition Acquisition and are entered into (y) the Specified Representations (in each case“LCA Test Date”), modified solely except to the extent necessary such representations and warranties expressly relate to reflect the applicable terms of an earlier date, in which case such Limited Condition Acquisition as set forth in the definitive agreement(s) governing such transaction) are representations and warranties shall be true and correct in all material respects (without duplication other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of any materiality qualifier thereinsuch earlier date, and (iii) no Event of Default under Section 8.1(a), at (g) (solely with respect to Holdings or the time ofBorrower) or (h) shall have occurred and is continuing on the effective date of such LCA Action. For the avoidance of doubt, if the Borrower has exercised the LCA Election and immediately after giving effect to, any Default or Event of Default occurs (including as a result of the representations and warranties not being true and correct) following the LCA Test Date and prior to the consummation of such Limited Condition Acquisition, and neither the Borrower nor any other Loan Party such Default or Event of Default shall be required deemed to bring down not have occurred or be continuing for purposes of determining whether any other representation or warranty as a condition to the consummation of such Limited Condition Acquisition (or the incurrence of any Indebtedness and any other ancillary transaction consummated LCA Action being taken in connection with such Limited Condition Acquisition)Acquisition is permitted hereunder.

Limited Condition Acquisitions. Notwithstanding anything herein in this Agreement or any Loan Document to the contrary, solely when (i) calculating any applicable ratio in the case of connection with the incurrence of any Indebtedness or Liens or Indebtedness, the creation of Liens, the making of any Investments Asset Sale, the making of an Investment, the making of a Restricted Payment, the prepayment of Permitted Junior Debt, the designation of a Subsidiary as restricted or consolidationsunrestricted or the repayment of Indebtedness (each of the foregoing, mergers, divisions, or other fundamental changes, in each case in connection with a Limited Condition Acquisition“Specified Transaction”), (aii) for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, Default has occurred, is continuing or would result from any such action, as applicable, such condition shall be deemed satisfied, so long as therefrom (x) no other than a Default or Event of Default exists on the date of execution of the definitive agreement(spursuant to Section 7.01(b), (c), (h) for such Limited Condition Acquisition and or (yi)), (iii) no Specified Event of Default exists at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and (b) for purposes of determining compliance with any provision of this Agreement which requires that compliance with any of the representations and warranties made by any Loan Party set forth in this Agreement herein and only to the extent that the failure of such representation or in any other Loan Document warranty to be true and correctcorrect would result in a failure of a condition precedent to the obligation of the Borrower or any Restricted Subsidiary to consummate such Specified Transaction, such condition shall be deemed satisfied, so long as or (xiv) the representations and warranties satisfaction of all other conditions precedent to any other Specified Transaction, in this Agreement and the other Loan Documents are true and correct each case, in all material respects (without duplication of any materiality qualifier therein) as of connection with a Limited Condition Acquisition, the date of execution determination of such ratio, determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom (other than a Default or Event of Default pursuant to Section 7.01(b), (c), (h) or (i)), determination of compliance with any representations or warranties or satisfaction of any other 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 the date the definitive agreement(s) agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”). If on a Pro Forma Basis after giving effect to such 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) such ratios and other provisions are calculated as if such Limited Condition Acquisition or other transactions had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date for which financial statements are available to the Administrative Agent, the Borrower could have taken such action on the relevant LCA Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with, unless an Event of Default pursuant to Section 7.01(b), (c), (h) or (i) shall be continuing on the date such Limited Condition Acquisition is consummated. For the avoidance of doubt, if an LCA Election is made, (i) 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 EBITDA) 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 solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (yii) such ratios and compliance with such conditions shall not be tested at the Specified Representations (in each case, modified solely to the extent necessary to reflect the applicable terms time of consummation of such Limited Condition Acquisition as set forth and 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(s) governing agreement for such transaction) are true and correct in all material respects (Limited Condition Acquisition is terminated or expires without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and neither the Borrower nor any other Loan Party such ratio or basket shall be required to bring down any other representation or warranty as calculated both (i) on a condition to the consummation of Pro Forma Basis assuming such Limited Condition Acquisition and other related Specified Transactions in connection therewith (or the including any incurrence of any Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Acquisition and other related Specified Transactions have not been consummated; provided that, for purposes of any other ancillary transaction consummated such calculation pursuant to the preceding clause (i), Consolidated Interest Expense will be calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such Limited Condition Acquisition)Acquisition based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith.

Limited Condition Acquisitions. Notwithstanding anything herein to In the contrary, solely event that the Borrower notifies the Administrative Agent in the case of the incurrence of writing that any Indebtedness or Liens or the making of any Investments or consolidations, mergers, divisions, or other fundamental changes, in each case in connection with proposed acquisition is a Limited Condition AcquisitionAcquisition and that the Borrower wishes to test the conditions to such acquisition and the Indebtedness that is to be used to finance such acquisition in accordance with this Section, then, the following provisions shall apply: (a) for purposes of determining compliance with any provision of this Agreement which condition to such acquisition or such Indebtedness that requires that no Default or Event of DefaultDefault shall have occurred and be continuing at the time of such acquisition or the incurrence of such Indebtedness, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall be deemed satisfiedsatisfied if (i) no Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, so long as merger agreement or other acquisition agreement governing such acquisition and (xii) no Event of Default exists on under any of Sections 9.1(a), 9.1(e) or 9.1(f) shall have occurred and be continuing both before and after giving effect to such acquisition and any Indebtedness incurred in connection therewith; (b) any condition to such acquisition or such Indebtedness that the date representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of execution such acquisition or the incurrence of such Indebtedness shall be subject to customary “certain funds” conditionality provisions (including, without limitation, a condition that the definitive agreement(s) for representations and warranties under the relevant agreements relating to such Limited Condition Acquisition and (y) no Specified Event of Default exists at as are material to the time of, and immediately after giving effect to, the consummation of lenders providing such Limited Condition Acquisition, and (b) for purposes of determining compliance with any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party set forth in this Agreement or in any other Loan Document 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 condition shall agreement as a result of a breach of such representations and warranties or the failure of those representations and warranties to be deemed satisfiedtrue and correct), so long as (x) the all representations and warranties in this Agreement and the other Loan Documents are true and correct at the time of execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such acquisition; (c) any financial ratio test or condition may be tested either (i) upon the execution of the definitive agreement with respect to such Limited Condition Acquisition or (ii) upon the consummation of the Limited Condition Acquisition and related incurrence of Indebtedness, in all material respects each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a pro forma basis; and (without duplication d) except as provided in the next sentence, if the Borrower has made an election with respect to any Limited Condition Acquisition 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 materiality qualifier therein) as of ratio or basket on or following the relevant date of execution of the definitive agreement(s) for agreement with respect to such Limited Condition Acquisition and prior to the earlier of (yi) the Specified Representations (in each case, modified solely to the extent necessary to reflect the applicable terms of date on which such Limited Condition Acquisition as set forth in is consummated or (ii) the date that the definitive agreement(s) governing such transaction) are true and correct in all material respects (without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and neither the Borrower nor any other Loan Party shall be required to bring down any other representation or warranty as a condition to the consummation of such Limited Condition Acquisition (or the incurrence of any Indebtedness and any other ancillary transaction consummated in connection with such Limited Condition Acquisition).38

Limited Condition Acquisitions. Notwithstanding anything herein Solely for the purpose of determining pro forma compliance with (i) the relevant ratios, tests and baskets with respect to the contrary, solely in the case of the incurrence of any Indebtedness (including any Incremental Facilities) or Liens or the making of any Investments or consolidations, mergers, divisions, acquisitions or other Investments, Restricted Payments, sales or dispositions of assets or fundamental changeschanges or (ii) (other than with respect to any drawing under the Revolving Commitments or the issuance of any Letter of Credit) the representations and warranties or the occurrence of any Default or Event of Default, in each case case, in connection with a Limited Condition Acquisition, (a) for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall be deemed satisfied, so long as (x) no Event of Default exists on the date of execution determination of whether any such action is 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”), to the extent that the applicable transaction closes within one hundred twenty (120) days after the Borrower’s entry into definitive agreement(s) documentation with respect thereto (and, for the avoidance of doubt, to the extent such transaction does not close within such period, then such date shall instead be the date of consummation of the relevant transaction or action), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, if after giving pro forma effect to the Limited Condition Acquisition and (y) no Specified Event of Default exists the other transactions to be entered into in connection therewith as if they had occurred at the time of, and immediately after giving effect tobeginning of the most recent test period ending prior to the LCA Test Date, the consummation of Borrower could have taken such Limited Condition Acquisition, and (b) for purposes of determining action on the relevant LCA Test Date in pro forma 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 such ratio, test, basket, representation or in any other Loan Document be true and correctwarranty, such condition ratio, test, basket, representation or warranty shall be deemed satisfiedto have been complied with; provided that, so long as (x) in any event, on the representations and warranties in this Agreement and date of consummation of any such transaction or action, the other Loan Documents are Specified Representations shall be true and correct in all material respects (without duplication or, in the case of any representation or warranty qualified by materiality qualifier thereinor Material Adverse Effect, in all respects) on and as of the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and consummation (y) the Specified Representations (in each case, modified solely except to the extent necessary to reflect the applicable terms that any such representations and warranties are made as of an earlier date, in which case such Limited Condition Acquisition as set forth in the definitive agreement(s) governing such transaction) are representations and warranties shall have been true and correct in all material respects (without duplication or, in the case of any representation or warranty qualified by materiality qualifier thereinor Material Adverse Effect, in all respects) on and as of such earlier date) and no Event of Default under Section 7.01(a), (b), (h) or (i) shall have occurred. For the avoidance of doubt, (x) if any of such ratios or amounts are exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of Ultimate Parent and its Subsidiaries or the Person subject to such Limited Condition Acquisition), at or prior to the time ofconsummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test or basket availability with respect to any transaction on or following the relevant LCA Test Date and immediately after giving effect to, prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, and neither for purposes of determining whether such subsequent transaction is permitted under the Borrower nor Loan Documents, any other Loan Party such ratio, test or basket shall be required to bring down any other representation or warranty as calculated both on an actual basis and on a condition to the consummation of 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 until such time as the applicable Limited Condition Acquisition has actually been consummated or the incurrence of any Indebtedness and any other ancillary transaction consummated in connection definitive agreement with such Limited Condition Acquisition)respect thereto has been terminated or expires without consummation thereof.

Limited Condition Acquisitions. Notwithstanding anything herein the foregoing provisions of this Section 2.22 or in any other provision of any Loan Document: (i) if the proceeds of any Incremental Facility are intended to be applied to finance a Limited Condition Acquisition, the conditions precedent to Lead Borrower’s right to request such Incremental Facility for a Limited Condition Acquisition shall be limited to the contraryfollowing: (a) on the date of the signing of the definitive acquisition agreement for such Limited Condition Acquisition, solely (x) no Event of Default shall have occurred and be continuing (y) each of the representations and warranties contained in the Loan Documents shall be true and correct in all material respects (except (I) with respect to representations and warranties expressly made as of an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date and (II) that if any such representation or warranty contains any materiality qualifier, such representation or warranty shall be true and correct in all respects); and (b) at the date of closing of such Limited Condition Acquisition and the funding of the applicable Incremental Facility, (A) no Event of Default under Section 7.01(a), (f) or (g) shall have occurred and be continuing, (B) the only representations and warranties the accuracy of which shall be a condition to funding such advance shall be the customary specified representations and the customary specified acquisition agreement representations agreed between the Lead Borrower and the Lenders providing such Incremental Facility; and (ii) in the case of the incurrence of any Indebtedness indebtedness or Liens liens or the making of any Investments investments, restricted payments, prepayments of subordinated or consolidationsjunior debt, mergers, divisions, asset sales or other fundamental changes, in each case changes or the designation of any restricted subsidiaries or unrestricted subsidiaries in connection with a Limited Condition Acquisition, (a) for purposes at the Lead Borrower’s option, the relevant ratios and baskets shall be determined, and any default or event of determining compliance with any provision of this Agreement which requires that no Default or Event of Defaultdefault blocker shall be tested, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall be deemed satisfied, so long as (x) no Event of Default exists on the date of execution of the definitive agreement(s) acquisition agreements for such Limited Condition Acquisition and (y) no Specified Event of Default exists at are entered into and, subject to the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and (b) for purposes of determining compliance with any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party set forth second proviso contained in this Agreement or clause (ii), calculated as if the acquisition and other pro forma events in any other Loan Document be true and correctconnection therewith were consummated on such date; provided that if the Lead Borrower has made such an election, such condition shall be deemed satisfied, so long as (x) in connection with the representations and warranties in this Agreement and the other Loan Documents are true and correct in all material respects (without duplication calculation of any materiality qualifier therein) as of the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and (y) the Specified Representations (in each case, modified solely ratio or basket with respect 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 correct in all material respects (without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and neither the Borrower nor any other Loan Party shall be required to bring down any other representation or warranty as a condition to the consummation of such Limited Condition Acquisition (or the incurrence of any Indebtedness and debt or liens, or the making of any other ancillary transaction consummated in connection with such Limited Condition Acquisition).investments, restricted payments, prepayments of subordinated, junior or unsecured debt, -136- #96942867v160458181 #96942867v1

Limited Condition Acquisitions. Notwithstanding anything herein to the contrary, solely in the case of In connection with the incurrence of any Indebtedness or Liens or the making of any Investments Investments, Restricted Payments, prepayments of Restricted Indebtedness, Dispositions or consolidations, mergers, divisions, fundamental changes or other fundamental changesthe designation of any Subsidiaries or Unrestricted Subsidiaries, in each case case, in connection with a Limited Condition AcquisitionAcquisition (any of the foregoing, (a) an “LCA Action” and collectively, the “LCA Actions”), for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, Default has occurred, is continuing or would result from any such actionLCA Action or that the representations and warranties shall be true and correct (or true and correct in all material respects), as applicable, such condition shall 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 satisfied, so long as (x) no Default or Event of Default exists and the representations and warranties are true and correct (or true and correct in all material respects, as applicable) on the date of execution of the definitive agreement(s) 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 (y) no Specified any Default or Event of Default exists at occurs (including as a result of the time of, representations and immediately after giving effect to, warranties not being true and correct) following the LCA Test Date and prior to the consummation of such Limited Condition Acquisition, and (b) any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining compliance with whether any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party set forth in this Agreement or in any other Loan Document be true and correct, such condition shall be deemed satisfied, so long as (x) the representations and warranties in this Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier therein) as of the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and (y) 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 correct in all material respects (without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and neither the Borrower nor any other Loan Party shall be required to bring down any other representation or warranty as a condition to the consummation of such Limited Condition Acquisition (or the incurrence of any Indebtedness and any other ancillary transaction consummated action being taken in connection with such Limited Condition Acquisition)Acquisition is permitted hereunder.

Limited Condition Acquisitions. Notwithstanding anything herein to the contrary, solely in the case of (a) In connection with the incurrence of any Indebtedness or Liens or the making of any Investments or consolidations, mergers, divisions, or other fundamental changesInvestments, in each case case, in connection with a Limited Condition AcquisitionAcquisition (any of the foregoing, (a) an “LCA Action” and collectively, the “LCA Actions”), for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such actionLCA Action or that the representations and warranties shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects), as applicable, such condition shall 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 satisfied, so long as (x) no Event of Default exists on the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and (y) no Specified Event of Default exists at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and (b) for purposes of determining compliance with any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party set forth in this Agreement or in any other Loan Document be true and correct, such condition shall be deemed satisfied, so long as (x) the representations and warranties in this Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any or, if qualified by materiality qualifier thereinor Material Adverse Effect, in all respects) on and as of the date of execution of the definitive agreement(s) agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and no Event of Default under Section 8.01(a), (yf) or (g) shall have occurred and is continuing on the Specified Representations (in each case, modified solely to the extent necessary to reflect the applicable terms effective date of such Limited Condition Acquisition LCA Action. For the avoidance of doubt, if the Borrower has exercised the LCA Election, and any Default occurs (including as set forth in a result of the definitive agreement(s) governing such transaction) are representations and warranties not being true and correct in all material respects (without duplication of any materiality qualifier therein), at correct) following the time of, LCA Test Date and immediately after giving effect to, prior to the consummation of such Limited Condition Acquisition, and neither the Borrower nor any other Loan Party such Default shall be required deemed to bring down not have occurred or be continuing for purposes of determining whether any other representation or warranty as a condition to the consummation of such Limited Condition Acquisition (or the incurrence of any Indebtedness and any other ancillary transaction consummated action being taken in connection with such Limited Condition Acquisition)Acquisition is permitted hereunder.

Limited Condition Acquisitions. Notwithstanding anything herein any other provision of this Agreement to the contrary, solely in the case of the incurrence of any Indebtedness Debt (other than under Revolving Loans, the Delayed Draw Term Loans, any Incremental Facility and any Permitted Ratio Debt, which shall remain subject to the terms thereof with respect to the impact, if any, of a Limited Condition Acquisition) or Liens or the making of any Investments or any consolidations, mergersamalgamations, divisions, mergers or other fundamental changes, in each case changes in connection with a Limited Condition Acquisition, (a) for purposes at the Borrower’s option, the accuracy of determining compliance with any provision representations and warranties, the existence of this Agreement which requires that no any Default or Event of Default, as applicable, has occurred, is continuing or would result from and any such action, as applicable, such condition relevant ratios and baskets shall be deemed satisfied, so long determined as (x) no Event of Default exists on the date of execution of the definitive agreement(s) Limited Condition Acquisition Agreement for such Limited Condition Acquisition is entered into and, as applicable, calculated as if the acquisition and other pro forma events in connection therewith were consummated on such date; provided that (ya) no Specified Limited Condition Acquisition (or related transactions to be effected in reliance on the Limited Condition Acquisition Provisions) shall be permitted if a Default or Event of Default exists under Section 8.1(a), 8.1(f) or 8.1(g) shall exist at the time of, and immediately after giving effect to, the of its consummation of such Limited Condition Acquisition(or would be caused thereby), and (b) for purposes of determining compliance with any provision of this Agreement which requires that any of if the representations and warranties Borrower has made by any Loan Party set forth in this Agreement or in any other Loan Document be true and correctsuch an election, such condition shall be deemed satisfied, so long as (x) 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 after the date of execution of that the definitive agreement(s) for such applicable Limited Condition Acquisition Agreement is executed and (y) effective until the Specified Representations (in each case, modified solely to the extent necessary to reflect the applicable terms earlier of such Limited Condition Acquisition as set forth in the definitive agreement(s) governing such transaction) are true and correct in all material respects (without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and neither the Borrower nor any other Loan Party shall be required to bring down any other representation or warranty as a condition to the consummation of such Limited Condition Acquisition (or the LCA Termination Date with respect thereto, in connection with the calculation of any ratio or basket with respect to the incurrence of any Indebtedness and other Debt or Liens, or the making of any other ancillary transaction consummated Investments, Restricted Distributions, payments in respect of Junior Debt, Asset Disposition or any consolidations, amalgamations, mergers or fundamental changes, any such ratio or basket shall be calculated both (i) on a Pro Forma Basis assuming such Permitted Acquisition or other permitted Investment and other pro forma events in connection with therewith (including any incurrence of Debt and Liens) have been consummated and (ii) without giving effect to such Permitted Acquisition or other permitted Investment and such other pro forma events. Notwithstanding anything to the contrary, the Acquired EBITDA, acquired assets and Consolidated Net Income of any Acquired Entity or Business shall only be used in the determination of any relevant baskets (such as “growth” baskets) under the Credit Documents if and when such Permitted Acquisition or other permitted Investment has been consummated (the provisions of this paragraph and the definition of “Limited Condition Acquisition” are referred to in this Agreement as the “Limited Condition Acquisition Provisions”).

Limited Condition Acquisitions. Notwithstanding anything herein the foregoing provisions of this Section 2.22 or in any other provision of any Loan Document: (i) if the proceeds of any Incremental Facility are intended to be applied to finance a Limited Condition Acquisition, the conditions precedent to Lead Borrower’s right to request such Incremental Facility for a Limited Condition Acquisition shall be limited to the contraryfollowing: (a) on the date of the signing of the definitive acquisition agreement for such Limited Condition Acquisition, solely (x) no Event of Default shall have occurred and be continuing (y) each of the representations and warranties contained in the Loan Documents shall be true and correct in all material respects (except (I) with respect to representations and warranties expressly made as of an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date and (II) that if any such representation or warranty contains any materiality qualifier, such representation or warranty shall be true and correct in all respects); and (b) at the date of closing of such Limited Condition Acquisition and the funding of the applicable Incremental Facility, (A) no Event of Default under Section 7.01(a), (f) or (g) shall have occurred and be continuing, (B) the only representations and warranties the accuracy of which shall be a condition to funding such advance shall be the customary specified representations and the customary specified acquisition agreement representations agreed between the Lead Borrower and the Lenders providing such Incremental Facility; and (ii) in the case of the incurrence of any Indebtedness indebtedness or Liens liens or the making of any Investments investments, restricted payments, prepayments of subordinated or consolidationsjunior debt, mergers, divisions, asset sales or other fundamental changes, in each case changes or the designation of any restricted subsidiaries or unrestricted subsidiaries in connection with a Limited Condition Acquisition, (a) for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Defaultat the Lead Borrower’s option, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition the relevant ratios and baskets shall be deemed satisfied, so long as (x) no Event of Default exists on the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and (y) no Specified Event of Default exists at the time ofdetermined, and immediately after giving effect to, the consummation any default or event of such Limited Condition Acquisition, and (b) for purposes of determining compliance with any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party set forth in this Agreement or in any other Loan Document be true and correct, such condition default blocker shall be deemed satisfied, so long as (x) 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 date of execution of the definitive agreement(s) for such Limited Condition Acquisition and (y) 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 correct in all material respects (without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and neither the Borrower nor any other Loan Party shall be required to bring down any other representation or warranty as a condition to the consummation of such Limited Condition Acquisition (or the incurrence of any Indebtedness and any other ancillary transaction consummated in connection with such Limited Condition Acquisition).tested,

Limited Condition Acquisitions. Notwithstanding anything herein to the contrarycontrary herein, solely (i) when calculating any financial ratio or test (including any First Lien Leverage Ratio test, any Consolidated Secured Leverage Ratio test, any Consolidated Leverage Ratio test and the amount of Consolidated Assets or the amount of Consolidated Net Income or Consolidated EBITDA) in the case of connection with the incurrence of any Indebtedness or Indebtedness, the creation of Liens or the making of any Investments or consolidations, mergers, divisions, or other fundamental changes, in each case in connection with a Limited Condition Acquisitionan Investment, (aii) for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default (or any type of Default or Event of Default, as applicable, ) has occurred, is continuing or would result from any such actiontherefrom, as applicable, such condition shall be deemed satisfied, so long as (xiii) no Event of Default exists on the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and (y) no Specified Event of Default exists at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and (b) for purposes of determining compliance with any provision of this Agreement which requires that compliance with any of the representations and representation or warranties made by any Loan Party set forth herein or (iv) determining the satisfaction of all other conditions precedent to the incurrence of Indebtedness, the creation of Liens or the making of an Investment, in this Agreement or each case with respect to clauses (i)-(iv) in any other Loan Document be true and correctconnection with a Limited Condition Acquisition, such condition shall be deemed satisfied, so long as (x) 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 date of execution 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, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election,” which LCA Election may be in respect of all or none of (i), (ii), (iii) or (iv)), be deemed to be the date the definitive agreement(sagreements (or other relevant definitive documentation) for such Limited Condition Acquisition are entered into (the “LCA Test Date”). If on a pro forma basis after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness, and the use of proceeds thereof), with such ratios and other provisions calculated as if such Limited Condition Acquisition or other transactions had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date for which financial statements have been (or are required to be) delivered pursuant to Section 5.1, the Borrower could have taken such action on the relevant LCA Test Date in compliance with the #96545445v8 applicable ratios or other provisions, such provisions shall be deemed to have been complied with, unless an Event of Default pursuant to Section 8.1(a) or (f) shall be continuing on the date such Limited Condition Acquisition is consummated. For the avoidance of doubt, (i) if, following the LCA Test Date, 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 or other components of such ratio) or other provisions at or prior to the consummation of the relevant Limited Condition Acquisitions, such ratios and other provisions will not be deemed to have been exceeded or failed to have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (yii) such ratios and compliance with such conditions shall not be tested at the Specified Representations (in each case, modified solely to the extent necessary to reflect the applicable terms time of consummation of such Limited Condition Acquisition as Acquisition. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, basket availability or compliance with any other provision hereunder (other than actual compliance with the financial covenants set forth in Article VI) on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated and the date that the definitive agreement(s) governing agreement for such transaction) are true and correct in all material respects (Limited Condition Acquisition is terminated or expires without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and neither the Borrower nor any such ratio, basket or compliance with any other Loan Party provision hereunder shall be required to bring down any other representation or warranty as calculated on a condition to the consummation of pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence or the incurrence issuance of any Indebtedness and any other ancillary transaction the use of proceeds thereof) had been consummated in connection with such Limited Condition Acquisition)on the LCA Test Date.

Limited Condition Acquisitions. Notwithstanding anything herein to the contrary, solely foregoing provisions of this Section 2.15 or in the case any other provision of the incurrence Credit Document, unless otherwise agreed by the Borrower, the Administrative Agent, at the direction of Required Lenders, and the Lenders providing the applicable Incremental Term Loans, if the proceeds of any Indebtedness or Liens or Incremental Term Loans are intended to fund a Permitted Acquisition substantially concurrently with the making of any Investments or consolidationsreceipt thereof (a “Limited Condition Acquisition”), mergers, divisions, or other fundamental changes, in each case in connection with the conditions precedent to Xxxxxxxx’s right to request such Incremental Term Loans for a Limited Condition Acquisition, Acquisition shall be limited to the following: (a) on the date of the signing of the definitive acquisition agreement for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall be deemed satisfied, so long as Limited Condition Acquisition (x) no Event of Default exists on the date of execution of the definitive agreement(s) for such Limited Condition Acquisition shall have occurred and be continuing, (y) no Specified Event of Default exists at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and (b) for purposes of determining compliance with any provision of this Agreement which requires that any each of the representations and warranties made by any Loan Party set forth contained in this Agreement or in any other Loan Document be true and correct, such condition the Credit Documents shall be deemed satisfied, so long as (x) 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 thereinexcept (I) with respect to representations and warranties expressly made as of the date of execution of the definitive agreement(s) for an earlier date, in which case such Limited Condition Acquisition representations and (y) 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 warranties must be true and correct in all material respects (without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation as of such Limited Condition Acquisition, earlier date and neither the Borrower nor (II) if any other Loan Party shall be required to bring down any other such representation or warranty as a condition to contains 68 any materiality qualifier, such representation or warranty shall be true and correct in all respects); and (b) at the consummation date of closing of such Limited Condition Acquisition and the funding of the applicable Incremental Term Loans, (A) no Event of Default under Section 7.01(a), (f) or (g) shall have occurred and be continuing and (B) the incurrence only representations and warranties the accuracy of which shall be a condition to funding such Incremental Term Loans shall be the Specified Representations and the representations and warranties contained in the purchase agreement relating to such Permitted Acquisition as are material to the interests of the Lenders but only to the extent that the Borrower or any Indebtedness of its Affiliates have the right to terminate its or their obligations under such purchase agreement as a result of a breach of such representations and any other ancillary transaction consummated warranties in connection with such Limited Condition Acquisition)purchase agreement.

Limited Condition Acquisitions. Notwithstanding anything herein to the contrary, solely in the case of In connection with the incurrence of any Indebtedness or Liens or the making of any Investments Investments, Restricted Payments, prepayments of unsecured Indebtedness or consolidationsSubordinated Indebtedness, mergers, divisions, Dispositions or other fundamental changeschanges or the designation of any Subsidiaries or Unrestricted Subsidiaries, in each case case, in connection with a Limited Condition AcquisitionAcquisition (any of the foregoing, (a) an “LCA Action” and collectively, the “LCA Actions”), for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, Default has occurred, is continuing or would result from any such actionLCA Action, as applicable, such condition shall shall, at the option of the Company (the Company’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed satisfied, so long as (x) no Default or Event of Default exists on the date of execution of the definitive agreement(s) agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”). For the avoidance of doubt, if the Company has exercised the LCA Election, and (y) no Specified any Default or Event of Default exists at occurs following the time of, LCA Test Date and immediately after giving effect to, prior to the consummation of such Limited Condition Acquisition, and (b) any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining compliance with whether any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party set forth in this Agreement or in any other Loan Document be true and correct, such condition shall be deemed satisfied, so long as (x) the representations and warranties in this Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier therein) as of the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and (y) 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 correct in all material respects (without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and neither the Borrower nor any other Loan Party shall be required to bring down any other representation or warranty as a condition to the consummation of such Limited Condition Acquisition (or the incurrence of any Indebtedness and any other ancillary transaction consummated action being taken in connection with such Limited Condition Acquisition)Acquisition is permitted hereunder.

Limited Condition Acquisitions. Notwithstanding anything herein to In the contrary, solely event that the Parent Borrower notifies the Administrative Agent in the case of the incurrence of writing that any Indebtedness or Liens or the making of any Investments or consolidations, mergers, divisions, proposed Acquisition or other fundamental changes, in each case in connection with Investment is a Limited Condition AcquisitionAcquisition and that the Parent Borrower wishes to test the conditions to such Acquisition or other Investment and any Indebtedness that is to be used to finance such Acquisition or other Investment in accordance with this Section 1.10, then (with respect to any borrowing of Incremental Term Loans, so long as agreed to by the Administrative Agent and the lenders providing such Indebtedness), the following provisions shall apply: (a) for purposes of determining compliance with any provision of this Agreement which condition to such Limited Condition Acquisition or such Indebtedness that requires that no Default or Event of DefaultDefault shall have occurred and be continuing at the time of such Limited Condition Acquisition or the incurrence of such Indebtedness, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall be deemed satisfiedsatisfied if (i) no Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, so long as merger agreement or other acquisition agreement governing such Limited Condition Acquisition (xthe “LCA Test Date”) and (ii) no Event of Default exists on the date under any of execution of the definitive agreement(sSection 7.01(a) for or 7.01(f) shall have occurred and be continuing both immediately before and immediately after giving effect to such Limited Condition Acquisition and any Indebtedness incurred in connection therewith (yincluding any such additional Indebtedness); (b) no Specified Event of Default exists 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, and immediately after giving effect to, the of consummation of such Limited Condition Acquisition, and (b) for purposes Acquisition or the incurrence of determining compliance with any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party set forth in this Agreement or in any other Loan Document be true and correct, such condition Indebtedness shall be deemed satisfied, so long as satisfied if (xi) the all representations and warranties in this Agreement and the other Loan Documents are true and correct in all material respects (without duplication except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects) as of any materiality qualifier thereinthe LCA Test Date, or if such representation speaks as of an earlier date, as of such earlier date and (ii) as of the date of execution consummation of the definitive agreement(s) for such Limited Condition Acquisition and Acquisition, (yA) the Specified Representations (in each case, modified solely to representations and warranties under the extent necessary to reflect the applicable terms of relevant definitive agreement governing such Limited Condition Acquisition as set forth are material to the lenders providing such Indebtedness shall be true and correct, but only to the extent that the Parent 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 definitive agreement(s) governing other Loan Documents which are customary for similar “funds certain” financings and required by the lenders providing such transaction) are Indebtedness shall be true and correct in all material respects (without duplication of except for any representation and warranty that is qualified by materiality qualifier therein)or reference to Material Adverse Effect, at the time of, which such representation and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and neither the Borrower nor any other Loan Party warranty shall be required to bring down any other representation or warranty as a condition to the consummation of such Limited Condition Acquisition (or the incurrence of any Indebtedness true and any other ancillary transaction consummated correct in connection with such Limited Condition Acquisitionall respects).;

Limited Condition Acquisitions. Notwithstanding It is understood and agreed that, notwithstanding anything herein to the contrarycontrary in this Agreement, solely in if the case of the incurrence proceeds of any Indebtedness or Liens or the making of any Investments or consolidations, mergers, divisions, or other fundamental changes, in each case in connection with Incremental Term Facility are being used to finance a Limited Condition Acquisition, and the Borrower has obtained commitments of Lenders to fund such Incremental Term Facility (a“Incremental Financing Commitments”), then (i) the conditions set forth in Section 2.16(b), Section 2.16(d), Section 4.02(a), Section 4.02(b), and clauses (c)(i) and (c)(ii) in the definition of “Permitted Acquisition” shall be limited as follows, if and to the extent such Lenders so agree in their Incremental Financing Commitments: (A) the conditions set forth in Section 2.16(d), Section 4.02(a) and clause (c)(ii) 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 availability of such Incremental Term Facility shall be (1) customary “specified representations”, and (2) such representations and warranties under the definitive agreement governing such Limited Condition Acquisition (the “Limited Condition Acquisition Agreement”) as entitle the applicable Loan Party (or the applicable Subsidiary) to terminate its obligations under such Limited Condition Acquisition Agreement or decline to consummate such Limited Condition Acquisition, in each case, without paying any penalty or compensation to the other party or incurring liability for purposes breach if such representations and warranties fail to be true and correct, and (B) the reference in Section 2.16(b), Section 4.02(b) and clause (c)(i) in the definition of determining compliance with any provision of this Agreement which requires that “Permitted Acquisition” to no Default or no Event of Default, as applicable, has occurred, is continuing means (1) no Default or would result from any such actionno Event of Default, as applicable, such condition shall have occurred and be deemed satisfiedcontinuing at the time of the execution of the Limited Condition Acquisition Agreement, so long as and (x2) no Event of Default exists on the date of execution of the definitive agreement(sunder Section 8.01(a), 8.01(b), 8.01(g), 8.01(h) for such Limited Condition Acquisition or 8.01(i) shall have occurred and (y) no Specified Event of Default exists be continuing at the time of, and immediately after giving effect to, of the funding of such Incremental Term Facility in connection with the consummation of such Limited Condition Acquisition, and (bii) for purposes of determining compliance with any provision of this Agreement which requires that any of whether the representations and warranties made by any Loan Party conditions set forth in this Agreement Section 2.16(c) or clause (c)(iii) in the definition of “Permitted Acquisition” have been satisfied in connection with such Limited Condition Acquisition, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any other Loan Document be true and correctLimited Condition Acquisition, a “LCA Election”), the date of determination of whether any such condition has been satisfied shall be deemed satisfied, so long as (x) 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 to be the date of execution of the definitive agreement(s) for agreement governing such Limited Condition Acquisition is executed (the “LCA Test Date”), and (y) if, for 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 and the funding of such Incremental Term Facility in the definitive agreement(s) governing such transaction) are true and correct in all material respects (without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, connection with the consummation of such Limited Condition Acquisition, and neither the Loan Party or the applicable Subsidiary would have satisfied such condition on the relevant LCA Test Date, such condition shall be deemed to have been satisfied. If the Borrower nor has made a LCA Election for any other Loan Party shall be required Limited Condition Acquisition, then in connection with any calculation of any ratio, test or basket availability with respect to bring down any other representation or warranty as Specified Transaction (each, a condition “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated and the date that the definitive agreement governing such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be calculated and tested both on (x) a Pro Forma Basis assuming such Limited Condition Acquisition (and the other transactions in connection therewith have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the incurrence applicable Limited Condition Acquisition Agreement has been terminated or expires without consummation of such Limited Condition Acquisition, and (y) 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 1.08 shall not limit the conditions set forth in Section 4.02 or in the definition of “Permitted Acquisition” with respect to any Indebtedness and proposed Borrowing of Revolving Loans or Swingline Loans or any other ancillary transaction consummated issuance of Letters of Credit, in each case, in connection with such Limited Condition Acquisition)Acquisition or otherwise.

Limited Condition Acquisitions. ‌ Notwithstanding anything herein in this Agreement to the contrary, solely when (i) calculating any applicable ratio in the case of the connection with incurrence of any Indebtedness Debt (other than Debt incurred under the Revolving Loan Commitment or Liens or the Delayed Draw Term Loan Commitment which shall remain subject to the terms thereof with respect to the impact, if any, of a Limited Condition Acquisition), the creation of Liens, the making of any Investments disposition, the making of an Investment, the making of a Restricted Payment or consolidationsthe repayment of Debt, mergers(ii) determining compliance with any provision of the Loan Documents which requires that no Default or Event of Default has occurred (other than an Event of Default under Section 8.1.1 or 8.1.3), divisionsis continuing or would result therefrom, (iii) determining compliance with any provision of the Loan Documents which requires compliance with any representations and warranties set forth herein, or (iv) the satisfaction of all other fundamental changesconditions precedent to the incurrence of Debt (other than Debt incurred under the Revolving Loan Commitment or the Delayed Draw Term Loan Commitment which shall remain subject to the terms thereof with respect to the impact, if any, of a Limited Condition Acquisition), the creation of Liens, the making of any disposition, the making of an Investment, the making of a Restricted Payment or the repayment of Debt, in each case case, in connection with a Limited Condition Acquisition, (a) for purposes the date of determining compliance with determination of such ratio, determination of whether any provision of this Agreement which requires that no Default or Event of Default, as applicable, Default has occurred, is continuing or would result from therefrom, determination of compliance with any representations or warranties or satisfaction of any other condition shall, at the option of the Borrower Representative (the Borrower Representative’s election to exercise such actionoption in connection with any Limited Condition Acquisition, as applicablean “LCA Election”), such condition shall be deemed satisfied, so long as (x) no Event of Default exists on to be the date of execution of the definitive agreement(s) agreements for such Limited Condition Acquisition and are entered into (y) no Specified Event of Default exists at the time of, and immediately “LCA Test Date”). If on a pro forma basis after giving effect to, the consummation of such Limited Condition Acquisition, and (b) for purposes of determining compliance with any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party set forth in this Agreement or in any other Loan Document be true and correct, such condition shall be deemed satisfied, so long as (x) the representations and warranties in this Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier therein) as of the date of execution of the definitive agreement(s) for to such Limited Condition Acquisition and the other related transactions to be entered into in connection therewith (yincluding any incurrence of Debt and the use of proceeds thereof) the Specified Representations (in each case, modified solely to the extent necessary to reflect the applicable terms of such ratios and other provisions are calculated as if such Limited Condition Acquisition as set forth in the definitive agreement(s) governing such transaction) are true and correct in all material respects (without duplication of any materiality qualifier therein), or other transactions had occurred at the time ofbeginning of the most recent computation period ending prior to the LCA Test Date for which financial statements are available, and immediately after giving effect tothe Borrowers could have taken such action on the relevant LCA Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with, unless an Event of Default under Section 8.1.1 or 8.1.3 shall be continuing on the date such Limited Condition Acquisition is consummated. For the avoidance of doubt, (i) 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 TTM Adjusted EBITDA) or other provisions at or prior to the consummation of such the relevant Limited Condition Acquisition, such ratios and neither the Borrower nor any other Loan Party shall provisions will not be required deemed to bring down any other representation or warranty have been exceeded as a condition to result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted under this Agreement and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions in connection therewith, unless on such date an Event of Default under Section 8.1.1 or 8.1.3 shall have occurred and be continuing. Notwithstanding anything herein to the contrary, in the event that the Borrower Representative makes an LCA Election as described above, (x) following such election and until the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, subject to the proviso below, all subsequent calculations of any ratios under this Agreement in connection with incurrence of Debt, the creation of Liens, the making of any Indebtedness disposition, the making of an Investment, the making of a Restricted Payment or the repayment of Debt (and for the avoidance of doubt, excluding with respect to the calculation of any financial covenant set forth in Section 7.14 hereof) shall be calculated on a pro forma basis (1) assuming such Limited Condition Acquisition and other pro forma events in connection therewith (including any incurrence of indebtedness) have been consummated and (2) assuming such Limited Condition Acquisition and other pro forma events in connection therewith (including any incurrence of indebtedness) have not been consummated and (y) except with respect to pro forma incurrence tests described in the foregoing clause (x)(1), Consolidated Net Income (and any other ancillary transaction consummated in connection financial term derived therefrom) shall not include any Consolidated Net Income of or attributable to the Target associated with any such Limited Condition Acquisition)Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred.

Limited Condition Acquisitions. Notwithstanding anything herein to the contrarycontrary herein, solely in to the case extent that the terms of the incurrence of any Indebtedness or Liens or the making of any Investments or consolidations, mergers, divisions, or other fundamental changes, in each case in connection with a Limited Condition Acquisition, this Agreement require (a) for purposes of determining compliance with any provision basket, financial ratio or test (including any Consolidated Net Leverage Ratio test or any Consolidated Interest Coverage Ratio test), (b) the absence of this Agreement which requires that no a Default or an Event of Default, or (c) a determination as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall be deemed satisfied, so long as (x) no Event of Default exists on the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and (y) no Specified Event of Default exists at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and (b) for purposes of determining compliance with any provision of this Agreement which requires that any of to whether the representations and warranties made by any Loan Party set forth contained in this Agreement or in any other Loan Document be true and correctDocument, such condition or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be deemed satisfied, so long as (x) the representations and warranties in this Agreement and the other Loan Documents are true and correct in all material respects (without duplication 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 any materiality qualifier thereina Limited Condition Acquisition, the determination of whether the relevant condition is satisfied may be CHAR1\1969725v1CHAR1\1969725v3 made, at the election of the Parent, (A) as of on the date of the execution of the definitive agreement(s) for agreement with respect to such 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) any condition to such Limited Condition Acquisition requiring the absence of any Event of Default set forth in Section 7.8 shall be satisfied if (x) no Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, and (y) no Event of Default pursuant to Section 8.1(a) or 8.1(f) 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 solely with respect to such Incremental Term Loan (x) the conditions set forth in clause (4) of the proviso in Section 2.24(a) and Section 5.2(a) 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 Specified Representations conditions set forth in clause (1) of the proviso in each caseSection 2.24(a) and Section 5.2(b) shall, modified solely if and to the extent necessary to reflect the lenders providing such Incremental Term Facility so agree, be satisfied if (I) no Default or Event of Default shall have occurred and be continuing as of the applicable terms LCA Test Date, and (II) no Event of such Limited Condition Acquisition as set forth in the definitive agreement(sDefault pursuant to Section 8.1(a) governing such transactionor 8.1(f) are true shall have occurred and correct in all material respects (without duplication of any materiality qualifier therein), be continuing at the time of, and immediately after giving effect to, of the funding of such Incremental Term Facility in connection with the consummation of such Limited Condition Acquisition; and (3) in connection with any calculation of any ratio, test or basket availability with respect to any subsequent transaction following the relevant LCA Test Date and neither the Borrower nor any other Loan Party shall be required to bring down any other representation or warranty as a condition 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 Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis (i) assuming that such Limited Condition Acquisition and other transactions in connection therewith (or the including any incurrence of any 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 other ancillary transaction incurrence of Indebtedness and the use of proceeds thereof) have not been consummated. For the avoidance of doubt, 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), at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios 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 to be consummated or taken. Except as set forth in clause (2) in the proviso to the first sentence in this Section 1.4 in connection with such the use of the proceeds of an Incremental Term Loan to finance a Limited Condition AcquisitionAcquisition (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 (2)), it is understood and agreed that this Section 1.4 shall not limit the conditions set forth in Section 5.2 with respect to any proposed extension of credit hereunder, in connection with a Limited Condition Acquisition or otherwise.

Limited Condition Acquisitions. Notwithstanding anything herein to the contrary, solely in the case of In connection with the incurrence of any Indebtedness or Liens or the making of any Investments Investments, Restricted Payments, prepayments of Restricted Indebtedness, Dispositions or consolidations, mergers, divisions, fundamental changes or other fundamental changesthe designation of any Subsidiaries or Unrestricted Subsidiaries, in each case case, in connection with a Limited Condition AcquisitionAcquisition (any of the foregoing, (a) an "LCA Action" and collectively, the "LCA Actions"), for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, Default has occurred, is continuing or would result from any such actionLCA Action or that the representations and warranties shall be true and correct (or true and correct in all material respects), as applicable, such condition shall 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 satisfied, so long as (x) no Default or Event of Default exists and the representations and warranties are true and correct (or true and correct in all material respects, as applicable) on the date of execution of the definitive agreement(s) 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 (y) no Specified any Default or Event of Default exists at occurs (including as a result of the time of, representations and immediately after giving effect to, warranties not being true and correct) following the LCA Test Date and prior to the consummation of such Limited Condition Acquisition, and (b) any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining compliance with whether any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party set forth in this Agreement or in any other Loan Document be true and correct, such condition shall be deemed satisfied, so long as (x) the representations and warranties in this Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier therein) as of the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and (y) 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 correct in all material respects (without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and neither the Borrower nor any other Loan Party shall be required to bring down any other representation or warranty as a condition to the consummation of such Limited Condition Acquisition (or the incurrence of any Indebtedness and any other ancillary transaction consummated action being taken in connection with such Limited Condition Acquisition)Acquisition is permitted hereunder.

Limited Condition Acquisitions. Notwithstanding anything herein to the contrary, solely in the case of (a) In connection with the incurrence of any Indebtedness or Liens or the making of any Investments or consolidations, mergers, divisions, or other fundamental changesInvestments, in each case case, in connection with a Limited Condition AcquisitionAcquisition (any of the foregoing, (a) an “LCA Action” and collectively, the “LCA Actions”), for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, Default has occurred, is continuing or would result from any such actionLCA Action or that the representations and warranties shall be true and correct (or true and correct in all material respects), as applicable, such condition shall 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 satisfied, so long as (x) no Default or Event of Default exists on the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and (y) no Specified Event of Default exists at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and (b) for purposes of determining compliance with any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party set forth in this Agreement or in any other Loan Document be true and correct, such condition shall be deemed satisfied, so long as (x) the representations and warranties in this Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any or, if qualified by materiality qualifier thereinor Material Adverse Effect, in all respects) as of on the date of execution of the definitive agreement(s) agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and no Event of Default under Section 8.01(a), (yf) or (g) shall have occurred and is continuing on the Specified Representations (in each case, modified solely to the extent necessary to reflect the applicable terms effective date of such Limited Condition Acquisition LCA Action. For the avoidance of doubt, if the Borrower has exercised the LCA Election, and any Default or Event of Default occurs (including as set forth in a result of the definitive agreement(s) governing such transaction) are representations and warranties not being true and correct in all material respects (without duplication of any materiality qualifier therein), at correct) following the time of, LCA Test Date and immediately after giving effect to, prior to the consummation of such Limited Condition Acquisition, and neither the Borrower nor any other Loan Party such Default or Event of Default shall be required deemed to bring down not have occurred or be continuing for purposes of determining whether any other representation or warranty as a condition to the consummation of such Limited Condition Acquisition (or the incurrence of any Indebtedness and any other ancillary transaction consummated action being taken in connection with such Limited Condition Acquisition)Acquisition is permitted hereunder.

Limited Condition Acquisitions. Notwithstanding anything herein As it relates to the contrary, any action beingtaken solely in the case of the incurrence of any Indebtedness or Liens or the making of any Investments or consolidations, mergers, divisions, or other fundamental changes, in each case in connection with a Limited Condition Acquisition, (a) for purposes of of:(i) determining compliance with any provision of this Agreement which requires that no requiresthe calculation of any financial ratio or financial test,(i) testing availability under baskets set forth in this Agreement (including basketsdetermined by reference to EBITDA or Total Assets), or(ii) testing whether a Default or Event of DefaultDefault has occurred and, with respect toany New Term Loan to finance such Limited Condition Acquisition, testing whether anyrepresentation or warranty in any Loan Document is correct as applicableof such date,in each case, has occurredat the option of the Borrower (the Borrower’s election to exercise such option in connectionwith any Limited Condition Acquisition, an “LCT Election”), the date of determination of whether anysuch action is continuing or would result from permitted hereunder, any such action, as applicable, such condition shall be deemed satisfied, so long as (x) no Default or Event of Default exists and any suchrepresentation or warranty is correct shall be deemed to be the date the definitive agreements for suchLimited Condition Acquisition are entered into (the “LCT Test Date”), and if, after giving pro formaeffect to the Limited Condition Acquisition (and the other transactions to be entered into in connectiontherewith, including any incurrence of Indebtedness and the use of proceeds thereof, as if they hadoccurred on the first day of the most recently ended Test Period prior to the LCT Test Date), theBorrower or the applicable Restricted Subsidiary would have been permitted to take such action on therelevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall bedeemed to have been complied with or if no such Default or Event of Default shall exist on such LCTTest Date or such representation or warranty is correct as of such LCT Test Date then such conditionshall be deemed satisfied on the date of execution consummation of such LCT Test Date for purposes of clause (iii)above; provided that if financial statements for one or more subsequent fiscal periods shall have becomeavailable, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets onthe basis of such financial statements, in which case, such date of redetermination shall thereafter bedeemed to be the applicable LCT Test Date. For the avoidance of doubt, if the Borrower has made anLCT Election and any of the definitive agreement(s) ratios, tests or baskets for which compliance was determined or tested as ofthe LCT Test Date would have failed to have been complied with as a result of fluctuations in any suchratio, test or basket, including due to fluctuations in EBITDA or Total Assets of the Borrower or thePerson subject to such Limited Condition Acquisition and (y) no Specified Acquisition, at or prior to the consummation of the relevanttransaction or any Default or Event of Default exists at has occurred and is continuing or any such representationor warranty in any Loan Document is not correct on the time of, and immediately after giving effect to, the consummation date of such Limited Condition Acquisition,such baskets, tests or ratios or requirement will not be deemed to have failed to have been complied withas a result of such circumstance; however, if any ratios improve or baskets increase as a result of suchfluctuations, such improved ratios or baskets may be utilized. If the Borrower has made an LCTElection for any Limited Condition Acquisition, then in connection with any calculation of any ratio, testor basket availability with respect to any transaction permitted hereunder (each, a “SubsequentTransaction”) following the relevant LCT Test Date and (b) prior to the earlier of the date on which suchLimited Condition Acquisition is consummated or the date that the definitive agreement for such Limited-54- Condition Acquisition is terminated or expires without consummation of such Limited ConditionAcquisition, for purposes of determining compliance with whether such Subsequent Transaction is permitted under thisAgreement, any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party set forth in this Agreement such ratio, test or in any other Loan Document be true and correct, such condition basket shall be deemed satisfied, so long as (x) 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 date of execution of the definitive agreement(s) for such required to be satisfied on a pro forma basis assumingsuch Limited Condition Acquisition and other transactions in connection therewith (y) the Specified Representations (in each case, modified solely to the extent necessary to reflect the applicable terms including anyincurrence of such Limited Condition Acquisition as set forth in the definitive agreement(s) governing such transaction) are true and correct in all material respects (without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and neither the Borrower nor any other Loan Party shall be required to bring down any other representation or warranty as a condition to the consummation of such Limited Condition Acquisition (or the incurrence of any Indebtedness and any other ancillary transaction consummated in connection with such Limited Condition Acquisition).the use of proceeds thereof) have been consummated.-55-

Limited Condition Acquisitions. Notwithstanding anything herein to In the contrary, solely event that the Borrower notifies the Administrative Agent in the case of the incurrence of writing that any Indebtedness or Liens or the making of any Investments or consolidations, mergers, divisions, or other fundamental changes, in each case in connection with proposed acquisition is a Limited Condition AcquisitionAcquisition and that the Borrower wishes to test the conditions to such acquisition and the Indebtedness that is to be used to finance such acquisition in accordance with this Section, then, the following provisions shall apply: (a) for purposes of determining compliance with any provision of this Agreement which condition to such acquisition or such Indebtedness that requires that no Default or Event of DefaultDefault shall have occurred and be continuing at the time of such acquisition or the incurrence of such Indebtedness, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall be deemed satisfiedsatisfied if (i) no Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, so long as merger agreement or other acquisition agreement governing such acquisition and (xii) no Event of Default exists on under any of Sections 9.1(a), 9.1(e) or 9.1(f) shall have occurred and be continuing both before and after giving effect to such acquisition and any Indebtedness incurred in connection therewith; (b) any condition to such acquisition or such Indebtedness that the date representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of execution such acquisition or the incurrence of such Indebtedness shall be subject to customary “certain funds” conditionality provisions (including, without limitation, a condition that the definitive agreement(s) for representations and warranties under the relevant agreements relating to such Limited Condition Acquisition and (y) no Specified Event of Default exists at as are material to the time of, and immediately after giving effect to, the consummation of lenders providing such Limited Condition Acquisition, and (b) for purposes of determining compliance with any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party set forth in this Agreement or in any other Loan Document 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 condition shall agreement as a result of a breach of such representations and warranties or the failure of those representations and warranties to be deemed satisfiedtrue and correct), so long as (x) the all 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 at the date time of execution of the definitive agreement(spurchase agreement, merger agreement or other acquisition agreement governing such acquisition; (c) for any financial ratio test or condition may 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 (y) the Specified Representations (related incurrence of Indebtedness, in each case, modified solely after giving effect to the extent necessary to reflect the applicable terms of such relevant Limited Condition Acquisition as set forth in the definitive agreement(s) governing such transaction) are true and correct in all material respects (without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and neither the Borrower nor any other Loan Party shall be required to bring down any other representation or warranty as a condition to the consummation of such Limited Condition Acquisition (or the related incurrence of any Indebtedness Indebtedness, on a pro forma basis; and any other ancillary transaction consummated in connection with such Limited Condition Acquisition).35

Limited Condition Acquisitions. Notwithstanding anything herein to the contrarycontrary herein, solely (i) when calculating any financial ratio or test (including any First Lien Leverage Ratio test, any Consolidated Secured Leverage Ratio test, any Consolidated Leverage Ratio test and the amount of Consolidated Assets or the amount of Consolidated Net Income or Consolidated EBITDA) in the case of connection with the incurrence of any Indebtedness or Indebtedness, the creation of Liens or the making of any Investments or consolidations, mergers, divisions, or other fundamental changes, in each case in connection with a Limited Condition Acquisitionan Investment, (aii) for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default (or any type of Default or Event of Default, as applicable, ) has occurred, is continuing or would result from any such actiontherefrom, as applicable, such condition shall be deemed satisfied, so long as (xiii) no Event of Default exists on the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and (y) no Specified Event of Default exists at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and (b) for purposes of determining compliance with any provision of this Agreement which requires that compliance with any of the representations and representation or warranties made by any Loan Party set forth herein or (iv) determining the satisfaction of all other conditions precedent to the incurrence of Indebtedness, the creation of Liens or the making of an Investment, in this Agreement or each case with respect to clauses (i)-(iv) in any other Loan Document be true and correctconnection with a Limited Condition Acquisition, such condition shall be deemed satisfied, so long as (x) 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 date of execution 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, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election,” which LCA Election may be in respect of all or none of (i), (ii), (iii) or (iv)), be deemed to be the date the definitive agreement(sagreements (or other relevant definitive documentation) for such Limited Condition Acquisition are entered into (the “LCA Test Date”). If on a pro forma basis after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness, and the use of proceeds thereof), with such ratios and other provisions calculated as if such Limited Condition Acquisition or other transactions had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date for which financial statements have been (or are required to be) delivered pursuant to Section 5.1, the Borrower could have taken such action on the relevant LCA Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with, unless an Event of Default pursuant to Section 8.1(a) or (f) shall be continuing on the date such Limited Condition Acquisition is consummated. For the avoidance of doubt, (i) if, following the LCA Test Date, 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 or other components of such ratio) or other provisions at or prior to the consummation of the relevant Limited Condition Acquisitions, such ratios and other provisions will not be deemed to have been exceeded or failed to have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (yii) such ratios and compliance with such conditions shall not be tested at the Specified Representations (in each case, modified solely to the extent necessary to reflect the applicable terms time of consummation of such Limited Condition Acquisition as Acquisition. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, basket availability or compliance with any other provision hereunder (other than actual compliance with the financial covenants set forth in Article VI) on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated and the date that the definitive agreement(s) governing agreement for such transaction) are true and correct in all material respects (Limited Condition Acquisition is terminated or expires without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and neither the Borrower nor any such ratio, basket or compliance with any other Loan Party provision hereunder shall be required to bring down any other representation or warranty as calculated on a condition to the consummation of pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence or the incurrence issuance of any Indebtedness and any other ancillary transaction the use of proceeds thereof) had been consummated in connection with such Limited Condition Acquisition)on the LCA Test Date.

Limited Condition Acquisitions. Notwithstanding anything herein to the contrary, solely Solely in the case of the incurrence consummation of any Indebtedness or Liens or the making of any Investments or consolidations, mergers, divisions, or other fundamental changes, in each case in connection with a Limited Condition Acquisition, if the Borrower has made an LCA Election (other than in the case of Indebtedness under the Revolving Credit Commitment or any Incremental Facility or the Delayed Draw Term Loan Commitment incurred in connection therewith, which shall remain subject to the terms and conditions thereof with respect to the impact, if any, of any Limited Condition Acquisition), (a) the Total Net Leverage Ratio, to the extent required to be tested in connection therewith, shall be calculated on a Pro Forma Basis and tested as of the date of execution of the definitive agreement(s) for such Limited Condition Acquisition (as if such transaction and other pro forma events in connection therewith were consummated on such date) (such date, the “LCA Test Date”), (b) for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall be deemed satisfied, so long as (x) no Event of Default exists on the date of execution of the definitive agreement(s) for such Limited Condition Acquisition LCA Test Date and (y) no Specified Event of Default exists at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and (bc) for purposes of determining compliance with any provision of this Agreement which requires that any of the representations and warranties made by any Loan Credit Party set forth in this Agreement or in any other Loan Credit Document be true and correct, such condition shall be deemed satisfied, so long as (x) the representations and warranties in this Agreement and the other Loan Credit Documents are true and correct in all material respects (without duplication of any materiality qualifier therein) as of the date of execution of the definitive agreement(s) for such Limited Condition Acquisition LCA Test Date and (y) the “specified acquisition representations” (or such similar term as customarily defined in the definitive agreements entered into in connection with such Limited Condition Acquisitions) 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 correct in all material respects (without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and neither . If the Borrower nor has made an LCA Election for any other Loan Party shall Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket in connection with any subsequent Limited Condition Acquisition to be required to bring down entered into on or following such LCA Test Date for any other representation or warranty as a condition such original acquisition and prior to the earlier of (i) the date on which such original Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such original Limited Condition 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 (x) assuming that such Limited Condition Acquisition (or the has been consummated, including any incurrence of any Indebtedness and any other ancillary transaction consummated in connection with the use of the proceeds thereof and the Consolidated Adjusted EBITDA and Consolidated Net Income of the target of such Limited Condition Acquisition), and (y) assuming that such original Limited Condition Acquisition has not been consummated, excluding Consolidated Adjusted EBITDA and Consolidated Net Income of the target and any Indebtedness to be incurred.

Limited Condition Acquisitions. Notwithstanding anything herein to the contrary, In connection with any action being taken solely in the case of the incurrence of any Indebtedness or Liens or the making of any Investments or consolidations, mergers, divisions, or other fundamental changes, in each case in connection with a Limited Condition Acquisition, (a) for purposes of (i) determining 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, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall be deemed satisfied, so long as Default (x) no other than a Specified Event of Default exists (the absence of which, notwithstanding anything herein to the contrary, shall be required on the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and (y) no Specified Event of Default exists at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, )) has occurred and is continuing or would result therefrom; or (biii) for purposes of determining compliance with any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party testing availability under baskets set forth in this Agreement or in any other the Loan Document be true and correct, such condition shall be deemed satisfied, so long as (x) the representations and warranties in this Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier therein) as of the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and (y) the Specified Representations (Documents; 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 correct in all material respects (without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, option of the consummation of Company (the Company’s election to exercise such option in connection with any Limited Condition Acquisition, and neither an “LCA Election”), the Borrower nor date of determination of whether any other such action is permitted under the Loan Party Documents, shall be required deemed to bring down any other representation or warranty as a condition to be the consummation of date the definitive agreement for such Limited Condition Acquisition MSGN – A&R Credit Agreement (or the incurrence of any Indebtedness and any other ancillary transaction consummated in connection with such Limited Condition Acquisition2019).