Common use of Limited Condition Transaction Clause in Contracts

Limited Condition Transaction. Solely for the purpose of (i) measuring the relevant ratios and baskets (including, for the avoidance of doubt, any basket measured as a percentage of Four Quarter Consolidated EBITDA and, for the avoidance of doubt including with respect to the incurrence of any Indebtedness (including any Incremental Loans), Liens, the making of any acquisitions or other Investments, Restricted Payments, prepayment of Subordinated Indebtedness or asset sales, in each case, in connection with a Limited Condition Transaction) or (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Transaction, if the Parent Borrower makes an election to deem such transaction a Limited Condition Transaction (each, an “LCT Election”), the Applicable Date of Determination in determining whether any such Limited Condition Transaction is permitted shall be deemed to be the date of the definitive documentation for such Limited Condition Transaction (the “LCT Test Date”), and if, after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred as of the Applicable Date of Determination, ending prior to the LCT Test Date on a Pro Forma Basis, the Borrowers could have taken such action on the relevant LCT Test Date in compliance with any such ratio or basket (other than for the purposes of calculating actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 7.08), such ratio or basket shall be deemed to have been complied with. If the Parent Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition Transaction and other pro forma events 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 Transaction has actually closed or the definitive agreement with respect thereto has been terminated; provided that the consummation of any Limited Condition Transaction shall be subject to the absence of any Specified Event of Default. For the avoidance of doubt, if the Parent Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of LCT Test Date (including with respect to the incurrence of any Indebtedness) are not satisfied as a result of fluctuations in any such ratio or basket (including due to fluctuations in Consolidated EBITDA calculated on a Pro Forma Basis, including the target of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been unsatisfied as a result of such fluctuations; however, if any ratios or baskets improve as a result of such fluctuations, such improved baskets or ratios may be utilized.

Limited Condition Transaction. Solely for (a) Notwithstanding anything to the purpose contrary herein (including in connection with any calculation made on a Pro Forma Basis), to the extent that the terms of this Agreement require (i) measuring the relevant ratios and baskets compliance with any financial ratio or test (including, for the avoidance of doubtincluding any Consolidated Leverage Ratio test, any basket measured Consolidated Secured Leverage Ratio and/or any First Lien Leverage Ratio test) and/or any cap expressed as a percentage of Four Quarter Consolidated EBITDA and, for the avoidance of doubt including with respect to the incurrence of any Indebtedness (including any Incremental Loans), Liens, the making of any acquisitions or other Investments, Restricted Payments, prepayment of Subordinated Indebtedness or asset sales, in each case, in connection with a Limited Condition Transaction) Consolidated Total Assets or (ii) determining compliance with the representations and warranties absence of a Default or the occurrence Event of Default (or any type of Default or Event of Default, in each case, ) as a condition to (A) the consummation of any transaction in connection with a any Limited Condition Transaction, if at the Parent election of the Borrower makes an election to deem such transaction a Limited Condition Transaction (each, an the “LCT Election”), the Applicable Date determination of Determination in determining whether any such Limited Condition Transaction the relevant condition is permitted shall satisfied may be deemed to be made at the date of the definitive documentation for such Limited Condition Transaction time (the “LCT Test DateTime”), and if, after giving effect ) of (or on the basis of the financial statements for the most recently ended Reference Period at the time of) the execution of the definitive agreement with respect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred as of the Applicable Date of Determination, ending prior to the LCT Test Date on a Pro Forma Basis, the Borrowers could have taken such action on the relevant LCT Test Date in compliance with any such ratio or basket (other than for the purposes of calculating actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 7.08), such ratio or basket shall be deemed to have been complied withTransaction. If the Parent Borrower has made an LCT Election for any Limited Condition TransactionElection, then in connection with any subsequent calculation of any financial ratio or basket on or availability following the relevant such LCT Test Date Time and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction with respect thereto is terminated or expires without consummation of such Limited Condition Transactionterminated, any such financial ratio or basket test and/or any cap shall be calculated (and tested tested), as applicable, on a Pro Forma Basis both (1) assuming such Limited Condition Transaction and other pro forma events transactions in connection therewith (including any incurrence of Indebtedness indebtedness and the use of proceeds thereof) have been consummated until and (2) assuming such time as the applicable Limited Condition Transaction has actually closed or and other transactions in connection therewith (including any incurrence of indebtedness and the definitive agreement with respect thereto has use of proceeds thereof) have not been terminated; provided that the consummation of any Limited Condition Transaction consummated. (b) Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one decimal place more than the number of decimal places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). (c) Notwithstanding anything to the contrary herein, but subject to the absence of any Specified Event of Default. For the avoidance of doubtthis Section 1.04, if the Parent Borrower has made an LCT Election all financial ratios and any of the ratios or baskets for which compliance was determined or tested as of LCT Test Date tests (including the Consolidated Leverage Ratio, the Consolidated Secured Leverage Ratio, the First Lien Leverage Ratio, the Consolidated Interest Coverage Ratio and the amount of Consolidated Total Assets and Consolidated EBITDA) contained in this Agreement that are calculated with respect to any Reference Period during which any Subject Transaction occurs shall be calculated with respect to such Reference Period and such Subject Transaction on a Pro Forma Basis. Further, if since the incurrence beginning of any Indebtedness) are not satisfied as a result such Reference Period and on or prior to the date of fluctuations in any such required calculation of any financial ratio or basket test (including due to fluctuations x) any Subject Transaction has occurred or (y) any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary since the beginning of such Reference Period has consummated any Subject Transaction, then, in Consolidated EBITDA each case, any applicable financial ratio or test shall be calculated on a Pro Forma BasisBasis for such Reference Period as if such Subject Transaction had occurred at the beginning of the applicable Reference Period (or, in the case of Consolidated Total Assets (or with respect to any determination pertaining to the balance sheet, including the target acquisition of cash and Cash Equivalents), as of the last day of such Reference Period). (d) For purposes of determining the permissibility of any Limited Condition Transaction) at or prior to the consummation of the relevant action, change, transaction or actionevent that requires a calculation of any financial ratio or test (including any First Lien Leverage Ratio test, any Consolidated Leverage Ratio test, any Consolidated Interest Coverage Ratio test and/or the amount of Consolidated EBITDA or Consolidated Total Assets), such baskets financial ratio or ratios will not test shall be calculated at the time (subject to clause (a) above) such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have been unsatisfied occurred solely as a result of a change in such fluctuations; however, if any ratios financial ratio or baskets improve as a result of test occurring after the time such fluctuationsaction is taken, such improved baskets change is made, such transaction is consummated or ratios such event occurs, as the case may be utilizedbe.

Limited Condition Transaction. Solely Notwithstanding anything to the contrary herein, for the purpose of (i) measuring the relevant ratios (including the Total Leverage Ratio and the LQA Recurring Revenue Leverage Ratio (in each case)) and baskets (including, for the avoidance of doubt, any basket including baskets measured as a percentage of Four Quarter Consolidated EBITDA and, for the avoidance of doubt including or Consolidated Total Assets) with respect to the incurrence of any Indebtedness (including any Incremental Loans), Liens, Facilities) or Liens or the making of any acquisitions Permitted Acquisitions or other Investments, Dividends, Restricted Debt Payments, prepayment prepayments of Subordinated Indebtedness subordinated or asset salesjunior Indebtedness, in each caseAsset Sales or other sales or dispositions of assets or fundamental changes or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries, in connection with a Limited Condition Transaction) or (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of DefaultDefault or (iii) determining compliance with the Financial Covenants, in each casethe case of clauses (i), (ii) and (iii), in connection with a Limited Condition Transaction, if the Parent Borrower makes has made an election LCT Election with respect to deem such transaction a Limited Condition Transaction (each, an “LCT Election”)Transaction, the Applicable Date date of Determination in determining determination of whether any such Limited Condition Transaction action is permitted hereunder (including, in the case of calculating Consolidated EBITDA, the reference date for determining which Test Period shall be the most recently ended Test Period for purposes of making such calculation) shall be deemed to be the date of the definitive documentation agreements for such Limited Condition Transaction are entered into (and not, for the avoidance of doubt, the date of consummation of any Limited Condition Transaction) (the “LCT Test Date”), and if, after giving pro forma effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred as of (with respect to income statement items) at the Applicable Date of Determinationbeginning of, or (with respect to balance sheet items) on the last day of, the most recent Test Period ending prior to the LCT Test Date on a Pro Forma BasisDate, the Borrowers Group Members could have taken such action on the relevant LCT Test Date in compliance with any such ratio ratio, basket, representation and warranty or basket (other than for the purposes “Default” or “Event of calculating actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 7.08)Default” blocker, such ratio ratio, basket, covenant, representation and warranty or basket “Default” or “Event of Default” blocker shall be deemed to have been complied withwith (and no Default or Event of Default shall be deemed to have arisen thereafter with respect to such Limited Condition Transaction from any such failure to comply with such ratio, basket or representation and warranty). For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, baskets, representations and warranties or “Default” or “Event of Default” blocker for which compliance was determined or tested as of the LCT Test Date would thereafter have failed to have been satisfied as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA, Unrestricted Cash, Consolidated Total Funded Indebtedness or Consolidated Total Assets or otherwise, at or prior to the consummation of the relevant transaction or action, such baskets, ratios, representations and warranties or “Default” or “Event of Default” blocker will not be deemed to have failed to have been satisfied as a result of such fluctuations. If the Parent Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires, or the date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction expires or passes, in each case without consummation of such Limited Condition Transaction, any such ratio (other than any Financial Covenant under Section 6.08) or basket (x) shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition Transaction and other pro forma events transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (y) with respect to any Restricted Debt Payments or Dividends (and only until such time as the applicable Limited Condition Transaction has actually closed been consummated or the definitive agreement with respect thereto has been terminated; provided that the consummation of any documentation for such Limited Condition Transaction shall be subject to the absence of any Specified Event of Default. For the avoidance of doubtis terminated), if the Parent Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of LCT Test Date (including with respect to the incurrence of any Indebtedness) are not satisfied as a result of fluctuations in any such ratio or basket (including due to fluctuations in Consolidated EBITDA calculated also on a Pro Forma Basis, including the target of any standalone basis without giving effect to such Limited Condition Transaction) at or prior to Transaction and the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been unsatisfied as a result of such fluctuations; however, if any ratios or baskets improve as a result of such fluctuations, such improved baskets or ratios may be utilizedother transactions in connection therewith.

Limited Condition Transaction. Solely Notwithstanding anything to the contrary herein, for the purpose of (i) measuring the relevant ratios (including the Total Leverage Ratio and the LQA Recurring Revenue Leverage Ratio (in each case)) and baskets (including, for the avoidance of doubt, any basket including baskets measured as a percentage of Four Quarter Consolidated EBITDA and, for the avoidance of doubt including or Consolidated Total Assets) with respect to the incurrence of any Indebtedness (including any Incremental Loans), Liens, Facilities) or Liens or the making of any acquisitions Permitted Acquisitions or other Investments, Dividends, Restricted Debt Payments, prepayment prepayments of Subordinated Indebtedness subordinated or asset salesjunior Indebtedness, in each caseAsset Sales or other sales or dispositions of assets or fundamental changes or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries, in connection with a Limited Condition Transaction) or (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of DefaultDefault or (iii) determining compliance with the Financial Covenants, in each casethe case of clauses (i), (ii) and (iii), in connection with a Limited Condition Transaction, if the Parent Borrower makes has made an election LCT Election with respect to deem such transaction a Limited Condition Transaction (each, an “LCT Election”)Transaction, the Applicable Date date of Determination in determining determination of whether any such Limited Condition Transaction action is permitted hereunder (including, in the case of calculating Consolidated EBITDA, the reference date for determining which Test Period shall be the most recently ended Test Period for purposes of making such calculation) shall be deemed to be the date of the definitive documentation agreements for such Limited Condition Transaction are entered into (and not, for the avoidance of doubt, the date of consummation of any Limited Condition Transaction) (the “LCT Test Date”), and if, after giving pro forma effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred as of (with respect to income statement items) at the Applicable Date of Determinationbeginning of, or (with respect to balance sheet items) on the last day of, the most recent Test Period ending prior to the LCT Test Date on a Pro Forma BasisDate, the Borrowers Group Members could have taken such action on the relevant LCT Test Date in compliance with any such ratio ratio, basket, representation and warranty or basket (other than for the purposes “Default” or “Event of calculating actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 7.08)Default” blocker, such ratio ratio, basket, covenant, representation and warranty or basket “Default” or “Event of Default” blocker shall be deemed to have been complied withwith (and no Default or Event of Default shall be deemed to have arisen thereafter with respect to such Limited Condition Transaction from any such failure to comply with such ratio, basket or representation and warranty). For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, baskets, representations and warranties or “Default” or “Event of Default” blocker for which compliance was determined or tested as of the LCT Test Date would thereafter have failed to have been satisfied as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA, Unrestricted Cash, Consolidated Total Funded Indebtedness or Consolidated Total Assets or otherwise, at or prior to the consummation of the relevant transaction or action, such baskets, ratios, representations and warranties or “Default” or “Event of Default” blocker will not be deemed to have failed to have been satisfied as a result of such fluctuations. If the Parent Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires, or the date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction expires or passes, in each case without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition Transaction and (other pro forma events in connection therewith (including than any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated; provided that the consummation of any Limited Condition Transaction shall be subject to the absence of any Specified Event of Default. For the avoidance of doubt, if the Parent Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of LCT Test Date (including with respect to the incurrence of any Indebtedness) are not satisfied as a result of fluctuations in any such ratio or basket (including due to fluctuations in Consolidated EBITDA calculated on a Pro Forma Basis, including the target of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been unsatisfied as a result of such fluctuations; however, if any ratios or baskets improve as a result of such fluctuations, such improved baskets or ratios may be utilized.Financial Covenant under

Limited Condition Transaction. Solely for the purpose of (i) measuring the relevant ratios and baskets (including, for the avoidance of doubt, any basket measured as a percentage of Four Quarter Consolidated EBITDA and, for the avoidance of doubt including with respect to the incurrence of any Indebtedness (including any Incremental Loans), Liens, the making of any acquisitions or other Investments, Restricted Payments, prepayment of Subordinated Indebtedness or asset sales, in each case, in connection with a Limited Condition Transaction) or (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Transaction, if the Parent Borrower makes an election to deem such transaction a Limited Condition Transaction (each, an “LCT Election”), the Applicable Date of Determination in determining whether any such Limited Condition Transaction is permitted shall be deemed to be the date of the definitive documentation for such Limited Condition Transaction (the “LCT Test Date”), and if, after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred as of the Applicable Date of Determination, ending prior to the LCT Test Date on a Pro Forma Basis, the Borrowers could have taken such action on the relevant LCT Test Date in compliance with any such ratio or basket (other than for the purposes of calculating actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 7.08), such ratio or basket shall be deemed to have been complied with. If the Parent Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition Transaction and other pro forma events 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 Transaction has actually closed or the definitive agreement with respect thereto has been terminated; provided that the consummation of any Limited Condition Transaction shall be subject to the absence of any Specified Event of Default. For the avoidance of doubt, if the Parent Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of LCT Test Date (including with respect to the incurrence of any Indebtedness) are not satisfied as a result of fluctuations in any such ratio or basket (including due to fluctuations in Consolidated EBITDA calculated on a Pro Forma Basis, including the target of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been unsatisfied as a result of such fluctuations; however, if any ratios or baskets improve as a result of such fluctuations, such improved baskets or ratios may be utilized.

Limited Condition Transaction. Solely for (a) When calculating the purpose of (i) measuring the relevant ratios and baskets (including, for the avoidance of doubt, availability under any basket measured as a percentage or ratio under this Indenture or compliance with any provision of Four Quarter Consolidated EBITDA and, for the avoidance of doubt including this Indenture in connection with respect to the incurrence of any Indebtedness Limited Condition Transaction and any actions or transactions related thereto (including any Incremental Loans)acquisitions, Investments, the Incurrence or issuance of Indebtedness and the use of the proceeds thereof, the Incurrence of Liens, the making of any acquisitions or other Investmentsrepayments, Restricted Payments, prepayment of Subordinated Indebtedness or asset salesPayments and Asset Dispositions), in each case, in connection with a Limited Condition Transaction) or at the option of the Company (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Transaction, if the Parent Borrower makes an Company’s election to deem exercise such transaction a Limited Condition Transaction (eachoption, an “LCT Election”), the Applicable Date date of Determination in determining determination for availability under any such basket or ratio and whether any such Limited Condition Transaction action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or Event of Default)) under this Indenture shall be deemed to be the date of the definitive documentation for such Limited Condition Transaction (the “LCT Test Date”)) the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, the date of delivery of an irrevocable notice, declaration of a dividend or similar event) and if, after giving pro forma effect to the Limited Condition Transaction and the other any actions or transactions to be entered into in connection therewith as if they had occurred as of the Applicable Date of Determinationrelated thereto (including acquisitions, ending prior to the LCT Test Date on a Pro Forma BasisInvestments, the Borrowers could Incurrence or issuance of Indebtedness and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) and any related pro forma adjustments, the Company or any of its Restricted Subsidiaries would have taken been permitted to take such action actions or consummate such transactions on the relevant LCT Test Date in compliance with any such ratio ratio, test or basket (other than for the purposes of calculating actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 7.08any related requirements and conditions), such ratio ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with. If with (or satisfied) for all purposes; provided that (a) compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the Parent Borrower applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Indebtedness and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) and (b) Consolidated EBITDA for purposes of the Consolidated Coverage Ratio, Secured Net Leverage Ratio and Net Leverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Company in good faith. (b) For the avoidance of doubt, if the Company has made an LCT Election Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any Limited Condition Transactiontime after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, then test or basket, including due to fluctuations in Consolidated EBITDA of the Company, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any subsequent calculation of any ratio action or basket on or transaction unrelated to such Limited Conditional Transaction following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) and the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio ratio, test or basket shall be calculated and determined or tested on a Pro Forma Basis assuming giving pro forma effect to such Limited Condition Transaction and other pro forma events 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 Transaction has actually closed or the definitive agreement with respect thereto has been terminated; provided that the consummation of any Limited Condition Transaction shall be subject to the absence of any Specified Event of Default. For the avoidance of doubt, if the Parent Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of LCT Test Date (including with respect to the incurrence of any Indebtedness) are not satisfied as a result of fluctuations in any such ratio or basket (including due to fluctuations in Consolidated EBITDA calculated on a Pro Forma Basis, including the target of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been unsatisfied as a result of such fluctuations; however, if any ratios or baskets improve as a result of such fluctuations, such improved baskets or ratios may be utilized.

Limited Condition Transaction. Solely for Notwithstanding anything in this Agreement or any First Lien Loan Document to the purpose contrary, when (a) calculating any applicable ratio, the amount or availability of (i) measuring the relevant ratios and baskets (including, for the avoidance of doubt, Available Amount or any other basket measured as a percentage of Four Quarter based on Consolidated EBITDA andor total assets, for or determining other compliance with this Agreement, (b) determining compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom), (c) determining compliance with any provision of this Agreement which requires compliance with any representations and warranties set forth herein or (d) the avoidance satisfaction of doubt including with respect all other conditions precedent to the incurrence of any Indebtedness (including any Incremental Loans)Indebtedness, the creation of Liens, the making of any acquisitions disposition, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as restricted or other Investments, Restricted Payments, prepayment unrestricted or the repayment of Subordinated Indebtedness or asset salesIndebtedness, in each case, in connection with a Limited Condition Transaction) or (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of Default, in each case, case in connection with a Limited Condition Transaction, if the Parent date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom, determination of compliance with any representations or warranties or the satisfaction of any other conditions shall, at the option of the Borrower makes an (the Borrower’s election to deem exercise such transaction a option in connection with any Limited Condition Transaction (eachTransaction, an “LCT Election”), the Applicable Date of Determination in determining whether any such Limited Condition Transaction is permitted shall be deemed to be the date of the definitive documentation agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), and if, . If on a pro forma basis after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred as of the Applicable Date of Determination, ending prior to the LCT Test Date on a Pro Forma Basis, the Borrowers could have taken such action on the relevant LCT Test Date in compliance with any such ratio or basket (other than for the purposes of calculating actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 7.08), such ratio or basket shall be deemed to have been complied with. If the Parent Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition Transaction and other pro forma events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time ratios and other provisions are calculated as the applicable if such Limited Condition Transaction has actually closed or other transactions had occurred at the definitive agreement beginning of the most recent Test Period ending prior to the LCT Test Date for which financial statements of the Borrower have been delivered pursuant to Section 5.01(a) or (b), as applicable, the Borrower could have taken such action on the relevant LCT Test Date in compliance with respect thereto has been terminated; provided that the consummation of any Limited Condition Transaction applicable ratios or other provisions, such provisions shall be subject deemed to the absence of any Specified Event of Defaulthave been complied with. For the avoidance of doubt, (i) if the Parent Borrower has made an LCT Election and any of the such ratios or baskets for which compliance was determined other provisions are exceeded or tested as of LCT Test Date (including with respect to the incurrence of any Indebtedness) are not satisfied breached as a result of fluctuations in any such ratio or basket (including due to fluctuations in Consolidated EBITDA calculated on a Pro Forma Basis, including the target or other components of any Limited Condition Transactionsuch ratio) or other provisions at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets or ratios and other provisions will not be deemed to have been unsatisfied exceeded as a result of such fluctuations; howeverfluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction. Notwithstanding anything in this Agreement or any First Lien Loan Document to the contrary, if the Borrower or the Restricted Subsidiaries (x) incurs Indebtedness, creates Liens, makes asset sales, makes Investments, makes Restricted Payments, designates any ratios Subsidiary as restricted or baskets improve unrestricted or repays any Indebtedness in connection with any Limited Condition Transaction under a ratio-based Basket and (y) incurs Indebtedness, creates Liens, makes asset sales, Investments or Restricted Payments, designates any Subsidiary as restricted or unrestricted or repays any Indebtedness in connection with such Limited Condition Transaction under a result non-ratio-based Basket (which shall occur within five Business Days of the events in clause (x) above), then the applicable ratio will be calculated with respect to any such fluctuations, action under the applicable ratio-based Basket without regard to any such improved baskets or ratios may be utilizedaction under such non-ratio-based basket made in connection with such Limited Condition Transaction.

Limited Condition Transaction. Solely for the purpose of (i) measuring the relevant ratios and baskets (including, for the avoidance of doubt, any basket measured as a percentage of Four Quarter Consolidated EBITDA and, for the avoidance of doubt including with respect to the incurrence of any Indebtedness (including any Incremental LoansCredit Facilities), Liens, the making of any acquisitions or other Investments, Restricted Payments, prepayment of Subordinated Indebtedness or asset sales, in each case, in connection with a Limited Condition Transaction) or (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Transaction, if the Parent Borrower makes an election to deem such transaction a Limited Condition Transaction (each, an “LCT Election”), the Applicable Date applicable date of Determination determination in determining whether any such Limited Condition Transaction is permitted shall be deemed to be the date of the definitive documentation for such Limited Condition Transaction (the “LCT Test Date”), and if, after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred as of the Applicable Date such applicable date of Determinationdetermination, ending prior to the LCT Test Date on a Pro Forma Basis, the Borrowers Borrower could have taken such action on the relevant LCT Test Date in compliance with any such ratio or basket (other than for the purposes of calculating actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 7.08), such ratio or basket shall be deemed to have been complied with. If the Parent Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition Transaction and other pro forma events 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 Transaction has actually closed or the definitive agreement with respect thereto has been terminated; provided that the consummation of any Limited Condition Transaction shall be subject to the absence of any Specified Event of Default. For the avoidance of doubt, if the Parent Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date (including with respect to the incurrence of any Indebtedness) are not satisfied as a result of fluctuations in any such ratio or basket (including due to fluctuations in Consolidated EBITDA calculated on a Pro Forma Basis, including the target of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been unsatisfied as a result of such fluctuations; however, if any ratios or baskets improve as a result of such fluctuations, such improved baskets or ratios may be utilized.

Limited Condition Transaction. Solely for Notwithstanding anything in this Agreement or any Loan Document to the purpose of contrary, when (ia) measuring the relevant ratios and baskets calculating any applicable ratio or basket (including, for the avoidance of doubt, including any basket measured as a percentage of Four Quarter based on ACNTA, Total Net Indebtedness, Consolidated EBITDA andEBITDAX, for the avoidance of doubt including PV-9 or Total PDP PV-10) in connection with respect to the incurrence of any Indebtedness (including any Incremental Loans)Indebtedness, the creation of Liens, the making of any acquisitions Disposition, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as a Restricted Subsidiary or other InvestmentsUnrestricted Subsidiary or the repayment of Indebtedness, Restricted Payments, prepayment of Subordinated Indebtedness or asset sales, in each case, in connection with a Limited Condition Transaction) or (iib) determining compliance with the representations and warranties accuracy of any representation or the occurrence of warranty, (c) determining whether any Default or Event of Default (other than a Specified Event of Default) has occurred, is continuing or would result from any action, or (d) determining compliance with any other condition to any action or transaction, in each case, case of clauses (a) through (d) in connection with a Limited Condition Transaction, if the Parent date of determination of such ratio or basket, the accuracy of such representation or warranty (but taking into account any earlier date specified therein), whether any Default or Event of Default (other than a Specified Event of Default to the extent expressly set forth herein to the contrary) has occurred, is continuing or would result therefrom, or the satisfaction of any other condition shall, at the election of the Borrower, which election may be revoked by the Borrower makes an election at any time prior to deem such transaction a the consummation of the Limited Condition Transaction (eachthe Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the Applicable Date of Determination in determining whether any such Limited Condition Transaction is permitted shall be deemed to be (i) the date of the definitive documentation agreements for such Limited Condition Transaction are entered into or, in case of a takeover offer, the date on which such offer is announced or (ii) the date an irrevocable notice for prepayment or redemption or declaration of a Restricted Payment (as applicable) is delivered, as applicable (the “LCT Test Date”), and if, ; provided that the consummation of any Limited Condition Transaction constituting a Disposition shall occur not more than sixty (60) days after the execution of the definitive agreement with respect thereto. If on a pro forma basis after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) such ratios, amounts, representations and warranties, absence of defaults, satisfaction of conditions and other provisions are calculated as if they such Limited Condition Transaction or other transactions had occurred as at the beginning of the Applicable Date of Determination, applicable Fiscal Quarter ending prior to the LCT Test Date on a Pro Forma BasisDate, the Borrowers Borrower could have taken such action on the relevant LCT Test Date in compliance with any such ratio the applicable ratios, amounts or basket (other than for the purposes of calculating actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 7.08)provisions, such ratio or basket provisions shall be deemed to have been complied with, unless a Specified Event of Default shall be continuing on the date such Limited Condition Transaction is consummated. For the avoidance of doubt, (i) if any of such ratios, amounts, representations and warranties, absence of defaults, satisfaction of conditions or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in ACNTA, Total Net Indebtedness, Consolidated EBITDAX, PV-9 or Total PDP PV-10), a change in facts and circumstances or other provisions at or prior to the consummation of the relevant Limited Condition Transaction, such ratios, representations and warranties, absence of defaults, satisfaction of conditions precedent and other provisions will not be deemed to have been exceeded, breached, or otherwise failed as a result of such fluctuations or changed circumstances solely for purposes of determining whether the Limited Condition Transaction and any related transactions is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction (other than the occurrence of a Specified Event of Default). If the Parent Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) consummated, the date that the definitive agreement for such Limited Condition Transaction is terminated or expires or the date on which the irrevocable notice has expired, without consummation of such Limited Condition TransactionTransaction (as applicable), any such ratio or basket shall be calculated and tested on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other pro forma events 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 Transaction has actually closed or the definitive agreement with respect thereto has been terminated; provided that the consummation of any Limited Condition Transaction shall be subject to the absence of any Specified Event of Default. For the avoidance of doubt, if the Parent Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of LCT Test Date (including with respect to the incurrence of any Indebtedness) are not satisfied as a result of fluctuations in any such ratio or basket (including due to fluctuations in Consolidated EBITDA calculated on a Pro Forma Basis, including the target of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been unsatisfied as a result of such fluctuations; however, if any ratios or baskets improve as a result of such fluctuations, such improved baskets or ratios may be utilizedconsummated.

Limited Condition Transaction. Solely Notwithstanding anything to the contrary herein, for the purpose purposes of (i) measuring the relevant ratios (including the First Lien Leverage Ratio (including, without limitation, for purposes of determining pro forma compliance with the Financial Covenant as a condition to effecting any such transaction), the Senior Secured Leverage Ratio, the Total Leverage Ratio, the Consolidated Interest Coverage Ratio, the amount of cash or Cash Equivalents or Consolidated Interest Expense) and baskets (including, for the avoidance of doubt, any basket including baskets measured as a percentage of Four Quarter Consolidated EBITDA and, for the avoidance of doubt including or Consolidated Total Assets) with respect to the incurrence of any Indebtedness (including any Incremental Loans), Liens, Facilities and Permitted Incremental Equivalent Debt or Liens or the making of any acquisitions Permitted Acquisitions or other similar Investments, Dividends, Restricted Debt Payments, prepayment Asset Sales or other sales or dispositions of Subordinated Indebtedness assets or asset salesfundamental changes, in each casethe designation of any Restricted Subsidiaries or Unrestricted Subsidiaries, in connection with a Limited Condition Transaction) or (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of Default, in each casethe case of clauses (i) and (ii), in connection with a Limited Condition Transaction, if the Parent Borrower makes has made an election LCT Election with respect to deem such transaction a Limited Condition Transaction (each, an “LCT Election”)Transaction, the Applicable Date date of Determination in determining determination of whether any such Limited Condition Transaction action is permitted hereunder (including, in the case of calculating Consolidated EBITDA, the reference date for determining which Test Period shall be the most recently ended Test Period for purposes of making such calculation) shall be deemed to be the date of the definitive documentation agreements for (or letter of intent, or in the case of an Limited Condition Transaction that involves some other manner of establishing a binding obligation (including, without limitation under local law), such other obligations or commitment to consummate) such Limited Condition Transaction are entered into or the date the applicable Limited Condition Transaction is declared (including through public announcement) (the “LCT Test Date”), and if, after giving pro forma effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred as of (with respect to income statement items) at the Applicable Date of Determinationbeginning of, or (with respect to balance sheet items) on the last day of, the most recent Test Period ending prior to the LCT Test Date on a Pro Forma BasisDate, the Borrowers Group Members could have taken such action on the relevant LCT Test Date in compliance with any such ratio ratio, basket, representation and warranty, or basket (other than for the purposes Event of calculating actual compliance (Default “blocker” such ratio, basket, or representation and not pro forma compliance warranty or compliance on a Pro Forma Basis) with Section 7.08), such ratio or basket Event of Default “blocker” shall be deemed to have been complied withwith (and no Default or Event of Default shall be deemed to have arisen thereafter with respect to such Limited Condition Transaction from any such failure to comply with such ratio, basket, or representation and warranty). For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, baskets, Default or Event of Default “blockers” or representations and warranties for which compliance was determined or tested as of the LCT Test Date would thereafter have failed to have been satisfied as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA, Unrestricted Cash, Consolidated Total Funded Indebtedness or Consolidated Total Assets or otherwise, at or prior to the consummation of the relevant transaction or action, such baskets, ratios or representations and warranties will not be deemed to have failed to have been satisfied as a result of such fluctuations or otherwise. If the Parent Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement (or letter of intent, declaration or other obligation or commitment) for such Limited Condition Transaction is terminated or expires, or the date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction expires or passes, in each case without consummation of such Limited Condition Transaction, any such ratio (other than the Financial Covenant under Section 6.08) or basket shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition Transaction and other pro forma events transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such consummated. Notwithstanding the foregoing provisions of this paragraph or any other provision of this Agreement, any unfunded Commitments outstanding at any time as the applicable in respect of any individual Incremental Facility pursuant to Section 2.20 established to finance an Limited Condition Transaction has actually closed may be terminated only by the lenders holding more than 50% of the aggregate amount of the Commitments in respect of such Incremental Facility (or by the definitive agreement with respect thereto has been terminated; provided that Administrative Agent acting at the consummation request of any Limited Condition Transaction shall be subject to the absence of any Specified Event of Default. For such Lenders), and not, for the avoidance of doubt, if automatically or by the Parent Borrower has made an LCT Election and Required Lenders or any other Lenders (or by the Administrative Agent acting at the request of the ratios Required Lenders or baskets for which compliance was determined or tested as of LCT Test Date (including with respect to the incurrence of any Indebtedness) are not satisfied as a result of fluctuations in any such ratio or basket (including due to fluctuations in Consolidated EBITDA calculated on a Pro Forma Basis, including the target of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been unsatisfied as a result of such fluctuations; however, if any ratios or baskets improve as a result of such fluctuations, such improved baskets or ratios may be utilizedother Lenders).

Limited Condition Transaction. Solely Notwithstanding anything to the contrary herein, for the purpose purposes of (i) measuring the relevant ratios and the component amounts thereof (including the First Lien Leverage Ratio, the Senior Secured Leverage Ratio, the Total Leverage Ratio, the Consolidated Interest Coverage Ratio, Consolidated EBITDA and the amount of cash and Cash Equivalents (including for the purpose of any “netting” calculation on any LCT Test Date) and the Consolidated Interest Expense) and baskets (including, for the avoidance of doubt, any basket including baskets measured as a percentage of Four Quarter Consolidated EBITDA and, for the avoidance of doubt including or Consolidated Total Assets) with respect to the incurrence of any Indebtedness (including any Incremental Facilities and Permitted Incremental Equivalent Debt but excluding Revolving Loans (provided that, for the avoidance of doubt, the term “Revolving Loans” shall not, for purposes of this sentence, include loans made pursuant to any Additional Revolving Commitment), Liens, ) or Liens or the making of any acquisitions Permitted Acquisitions or other Investments, Dividends, Restricted Debt Payments, prepayment Asset Sales or other sales or dispositions of Subordinated Indebtedness assets or asset salesfundamental changes or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries, in each case, in connection with a Limited Condition Transaction) or (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of Default, in each casethe case of clauses (i) and (ii), in connection with a Limited Condition Transaction, if the Parent Borrower makes has made an election LCT Election with respect to deem such transaction a Limited Condition Transaction (each, an “LCT Election”)Transaction, the Applicable Date date of Determination in determining determination of whether any such Limited Condition Transaction action is permitted hereunder (including, in the case of calculating Consolidated EBITDA, the reference date for determining which Test Period shall be the most recently ended Test Period for purposes of making such calculation) shall be deemed to be the date of the definitive documentation agreement(s) for (or letter of intent or declaration or, in the case of an Limited Condition Transaction that involves some other manner of establishing an obligation (including, without limitation under local law), such other binding obligation or binding commitment to consummate) such Limited Condition Transaction are entered into or the date the applicable Limited Condition Transaction is declared (including through public announcement) (the “LCT Test Date”) (and not, for the avoidance of doubt, the date of consummation of such Limited Condition Transaction), and if, after giving pro forma effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred as of (with respect to income statement items) at the Applicable Date of Determinationbeginning of, or (with respect to balance sheet items) on the last day of, the most recent Test Period ending prior to the LCT Test Date on a Pro Forma BasisDate, the Borrowers Group Members could have taken such action on the relevant LCT Test Date in compliance with any such ratio ratio, basket, representation and warranty, or basket (other than for the purposes Default or Event of calculating actual compliance (Default “blocker” such ratio, basket, covenant, or representation and not pro forma compliance warranty or compliance on a Pro Forma Basis) with Section 7.08), such ratio Default or basket Event of Default “blocker” shall be deemed to have been complied withwith (and no Default or Event of Default shall be deemed to have arisen thereafter with respect to such Limited Condition Transaction from any such failure to comply with such ratio, basket, covenant, or representation and warranty). For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, baskets, covenants, Default or Event of Default “blockers” or representations and warranties for which compliance was determined or tested as of the LCT Test Date would thereafter have failed to have been satisfied as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA, Unrestricted Cash, Consolidated Total Funded Indebtedness or Consolidated Total Assets or otherwise, at or prior to the consummation of the relevant transaction or action, such baskets, ratios, covenants, Default or Event of Default “blockers” or representations and warranties will not be deemed to have failed to have been satisfied as a result of such fluctuations or otherwise. If the Parent Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement (or letter of intent, declaration or other binding obligation or binding commitment) (or in the case of any Limited Condition Transaction that involves some other manner of establishing an obligation under local law, such other binding obligation or binding commitment to consummate) for such Limited Condition Transaction is terminated or expires, or the date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction expires or passes, in each case without consummation of such Limited Condition Transaction, any such ratio (other than the Financial Covenant under Section 6.08) or basket shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition Transaction and other pro forma events transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as consummated. Notwithstanding anything to the applicable Limited Condition Transaction has actually closed or the definitive agreement contrary, in connection with respect thereto has been terminated; provided that the consummation of any Limited Condition Transaction that constitutes a “certain funds” transaction (including a UK “certain funds” transaction), the provisions of this Section 1.06 shall be subject deemed modified as necessary to reflect customary “certain funds” (including UK “certain funds”) conditionality. Notwithstanding the absence foregoing provisions of this paragraph or any other provision of this Agreement, any unfunded Commitments outstanding at any time in respect of any Specified Event individual Incremental Facility pursuant to Section 2.29 established to finance a Limited Condition Transaction may be terminated only by the lenders holding more than 50% of Default. For the aggregate amount of the Commitments in respect of such Incremental Facility (or by the Administrative Agent acting at the request of such lenders), and not, for the avoidance of doubt, if automatically or by the Parent Borrower has made an LCT Election and Required Lenders or any other Lenders (or by the Administrative Agent acting at the request of the ratios Required Lenders or baskets for which compliance was determined or tested as of LCT Test Date (including with respect to the incurrence of any Indebtedness) are not satisfied as a result of fluctuations in any such ratio or basket (including due to fluctuations in Consolidated EBITDA calculated on a Pro Forma Basis, including the target of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been unsatisfied as a result of such fluctuations; however, if any ratios or baskets improve as a result of such fluctuations, such improved baskets or ratios may be utilizedother Lenders).

Limited Condition Transaction. Solely Notwithstanding anything to the contrary herein, for the purpose purposes of (i) measuring the relevant ratios (including the First Lien Leverage Ratio, the Senior Secured Leverage Ratio, and the Total Leverage Ratio (including, without limitation, for purposes of determining pro forma compliance with the Financial Covenant as a condition to effecting any such transaction but not for determining actual compliance with the Financial Covenant)) and baskets (including, for the avoidance of doubt, any basket including baskets measured as a percentage of Four Quarter Consolidated EBITDA and, for the avoidance of doubt including or Consolidated Total Assets) with respect to the incurrence of any Indebtedness (including any Incremental Facilities and Permitted Incremental Equivalent Debt but excluding Revolving Loans), Liens, ) or Liens or the making of any acquisitions Permitted Acquisitions or other similar Investments, Dividends, Restricted Debt Payments, prepayment Asset Sales or other sales or dispositions of Subordinated Indebtedness assets or asset salesfundamental changes or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries, in each case, in connection with a Limited Condition Transaction) or (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of DefaultDefault (other than for purposes of Section 4.02 with respect to Borrowings of Revolving Loans), in each casethe case of clauses (i) and (ii), in connection with a Limited Condition Transaction, if the Parent Borrower makes Borrowers have made an election LCT Election with respect to deem such transaction a Limited Condition Transaction (each, an “LCT Election”)Transaction, the Applicable Date date of Determination in determining determination of whether any such Limited Condition Transaction action is permitted hereunder (including, in the case of calculating Consolidated EBITDA, the reference date for determining which Test Period shall be the most recently ended Test Period for purposes of making such calculation) shall be deemed to be the date of the definitive documentation agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), and if, after giving pro forma effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred as of (with respect to income statement items) at the Applicable Date of Determinationbeginning of, or (with respect to balance sheet items) on the last day of, the most recent Test Period ending prior to the LCT Test Date on a Pro Forma BasisDate, the Borrowers could have taken such action on the relevant LCT Test Date in compliance with any such ratio ratio, basket, representation and warranty, or basket (other than for the purposes Event of calculating actual compliance (Default “blocker” such ratio, basket, or representation and not pro forma compliance warranty or compliance on a Pro Forma Basis) with Section 7.08), such ratio or basket Event of Default “blocker” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrowers have made an LCT Election and any of the ratios, baskets, Default or Event of Default “blockers” or representations and warranties for which compliance was determined or tested as of the LCT Test Date would thereafter have failed to have been satisfied as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA, Unrestricted Cash, Consolidated Total Funded Indebtedness or Consolidated Total Assets or otherwise, at or prior to the consummation of the relevant transaction or action, such baskets, ratios or representations and warranties will not be deemed to have failed to have been satisfied as a result of such fluctuations or otherwise. If the Parent Borrower has Borrowers have made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires, or the date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction expires or passes, in each case without consummation of such Limited Condition Transaction, any such ratio (other than the Financial Covenant under Section 6.08) or basket (x) shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition Transaction and other pro forma events transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (y) with respect to Dividends and Restricted Debt Payments only (and only until such time as the applicable Limited Condition Transaction has actually closed been consummated or the definitive agreement with respect thereto has been terminated; provided that the consummation of any documentation for such Limited Condition Transaction shall be subject to the absence of any Specified Event of Default. For the avoidance of doubtis terminated), if the Parent Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of LCT Test Date (including with respect to the incurrence of any Indebtedness) are not satisfied as a result of fluctuations in any such ratio or basket (including due to fluctuations in Consolidated EBITDA calculated also on a Pro Forma Basis, including the target of any standalone basis without giving effect to such Limited Condition Transaction) at or prior to Transaction and the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been unsatisfied as a result of such fluctuations; however, if any ratios or baskets improve as a result of such fluctuations, such improved baskets or ratios may be utilizedother transactions in connection therewith.

Limited Condition Transaction. Solely for the purpose of (i) measuring the relevant ratios and baskets (including, for the avoidance of doubt, any basket measured as a percentage of Four Quarter Consolidated EBITDA and, for the avoidance of doubt including with respect to the incurrence of any Indebtedness (including any Incremental Loans), Liens, the making of any acquisitions or other Investments, Restricted Payments, prepayment of Subordinated Indebtedness or asset sales, in each case, in connection with a Limited Condition Transaction) or (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Transaction, if the Parent Borrower makes an election to deem such transaction a Limited Condition Transaction (each, an “LCT Election”), the Applicable Date of Determination in determining whether any such Limited Condition Transaction is permitted shall be deemed to be the date of the definitive documentation for such Limited Condition Transaction (the “LCT Test Date”), and if, after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred as of the Applicable Date of Determination, ending prior to the LCT Test Date on a Pro Forma Basis, the Borrowers could have taken such action on the relevant LCT Test Date in compliance with any such ratio or basket (other than for the purposes of calculating actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 7.08), such ratio or basket shall be deemed to have been complied with. If the Parent Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition Transaction and other pro forma events 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 Transaction has actually closed or the definitive agreement with respect thereto has been terminated; provided that the consummation of any Limited Condition Transaction shall be subject to the absence of any Specified Event of Default. For the avoidance of doubt, if the Parent Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of LCT Test Date (including with respect to the incurrence of any Indebtedness) are not satisfied as a result of fluctuations in any such ratio or basket (including due to fluctuations in Consolidated EBITDA calculated on a Pro Forma Basis, including the target of any Limited Condition Transaction) at or prior to the consummation 117 of the relevant transaction or action, such baskets or ratios will not be deemed to have been unsatisfied as a result of such fluctuations; however, if any ratios or baskets improve as a result of such fluctuations, such improved baskets or ratios may be utilized.

Limited Condition Transaction. Solely for the purpose of (ia) measuring the relevant ratios and baskets (including, for the avoidance of doubt, any basket measured as a percentage of Four Quarter Consolidated EBITDA and, for the avoidance of doubt including with respect Notwithstanding anything to the incurrence of any Indebtedness contrary herein (including any Incremental Loans), Liens, the making of any acquisitions or other Investments, Restricted Payments, prepayment of Subordinated Indebtedness or asset sales, in each case, in connection with a Limited Condition Transaction) or (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Transaction, if the Parent Borrower makes an election to deem such transaction a Limited Condition Transaction (each, an “LCT Election”), the Applicable Date of Determination in determining whether any such Limited Condition Transaction is permitted shall be deemed to be the date of the definitive documentation for such Limited Condition Transaction (the “LCT Test Date”), and if, after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred as of the Applicable Date of Determination, ending prior to the LCT Test Date calculation made on a Pro Forma Basis), to the extent that the terms of this Agreement require (i) compliance with any financial ratio or financial test (including Section 7.09 hereof, any Consolidated Secured Leverage Ratio, any Consolidated Total Leverage Ratio and/or any Interest Coverage Ratio test) and/or any cap expressed as a percentage of Total Assets, Consolidated Net Income or Consolidated EBITDA, (ii) other than for purposes of the availability of extensions of credit under the Revolving Credit Facility, accuracy of any representation or warranty and/or the absence of a Default or Event of Default (or any type of default or event of default) or (iii) compliance with any basket or other condition, as a condition to (A) the consummation of any transaction (including in connection with any acquisition, consolidation, business combination or similar Investment or the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment pursuant to clauses (i) and (ii) of the definition thereof and/or (C) the making of any Restricted Payment pursuant to clauses (iii) of the definition thereof (a “Restricted Debt Payment”), the Borrowers could have taken such action determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, (1) in the case of any acquisition, consolidation, business combination or similar Investment, any Disposition and any incurrence of Indebtedness or any transaction relating thereto, at the time of (or on the relevant LCT basis of the financial statements for the most recently ended Test Date Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition, (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including pro forma compliance with Section 7.09 hereof, any Consolidated Secured Leverage Ratio, any Consolidated Total Leverage Ratio and/or any Interest Coverage Ratio test) (such amounts and any cap expressed as a percentage of Total Assets, Consolidated Net Income or Consolidated EBITDA, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or basket test (other than for any such amounts, the purposes of calculating actual compliance “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts (and not pro forma compliance or compliance on a Pro Forma Basisany cash proceeds thereof) with Section 7.08), such shall be disregarded in the calculation of the financial ratio or basket test applicable to the Incurrence-Based Amounts in connection with such substantially concurrent incurrence. Unless the Borrower elects otherwise, the Borrower shall be deemed to have been complied with. If the Parent Borrower has made used amounts under an LCT Election for any Limited Condition Transaction, Incurrence-Based Amount then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCT Test Date and prior available to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition Transaction and other pro forma events 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 Transaction has actually closed or the definitive agreement with respect thereto has been terminated; provided that the consummation of any Limited Condition Transaction shall be subject to the absence of any Specified Event of Default. For the avoidance of doubt, if the Parent Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of LCT Test Date (including with respect to the incurrence of any Indebtedness) are not satisfied as a result of fluctuations in any such ratio or basket (including due to fluctuations in Consolidated EBITDA calculated on a Pro Forma Basis, including the target of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been unsatisfied as a result of such fluctuations; however, if any ratios or baskets improve as a result of such fluctuations, such improved baskets or ratios may be utilized.to

Limited Condition Transaction. Solely for Notwithstanding anything in this Agreement or any Loan Document to the purpose of contrary when (i) measuring the relevant ratios and baskets (including, for the avoidance of doubt, calculating any basket measured as a percentage of Four Quarter Consolidated EBITDA and, for the avoidance of doubt including applicable ratio or financial test in connection with respect to the incurrence of any Indebtedness (including any Incremental Loans)Indebtedness, the creation of Liens, the making of any acquisitions Disposition, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as restricted or other Investmentsunrestricted or the repayment of Indebtedness (each, Restricted Paymentsa “Specified Transaction”), prepayment of Subordinated Indebtedness or asset sales, in each case, in connection with a Limited Condition Transaction) or (ii) determining compliance the accuracy of any representation or warranty (other than in connection with the representations and warranties an Incremental Limited Condition Term Facility) or the occurrence of (iii) determining whether any Default or Event of DefaultDefault has occurred, is continuing or would result from any action (other than in connection with an Incremental Limited Condition Term Facility), in each case, case of clauses (i) through (iii) in connection with a Limited Condition Transaction, if the Parent date of determination of such ratio or financial test, the accuracy of such representation or warranty (but taking into account any earlier date specified therein) or whether any Default or Event of Default has occurred, is continuing or would result therefrom shall, at the option of the Borrower makes an (the Borrower’s election to deem exercise such transaction a option in connection with any Limited Condition Transaction (eachAcquisition, an “LCT Election”), the Applicable Date of Determination in determining whether any such Limited Condition Transaction is permitted shall be deemed to be the date of the definitive documentation agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), and if, . If on a Pro Forma Basis after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness, Liens, Restricted Payments or other transactions and the use of proceeds thereof) such ratios, financial tests, representations and warranties and absence of defaults are calculated as if they such Limited Condition Transaction or other transactions had occurred as at the beginning of the Applicable Date of Determination, most recent Reference Period ending prior to the LCT Test Date on a Pro Forma Basisfor which financial statements are available, the Borrowers Borrower could have taken such action on the relevant LCT Test Date in compliance with any such ratio the applicable ratios or basket (other than for the purposes of calculating actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 7.08)provisions, such ratio or basket provisions shall be deemed to have been complied with. If the Parent Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition Transaction and other pro forma events 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 Transaction has actually closed or the definitive agreement with respect thereto has been terminated; provided that the consummation of any Limited Condition Transaction shall be subject to the absence of any Specified Event of Default. For the avoidance of doubt, (i) if the Parent Borrower has made an LCT Election and any of the ratios such ratios, financial tests, representations and warranties or baskets for which compliance was determined absence of defaults are exceeded or tested as of LCT Test Date (including with respect to the incurrence of any Indebtedness) are not satisfied breached as a result of fluctuations in any such ratio or basket financial test (including due to fluctuations in Consolidated EBITDA calculated on EBITDA), a Pro Forma Basis, including the target of any Limited Condition Transaction) change in facts or circumstances or other provisions at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets or ratios ratios, financial tests, representations and warranties and absence of defaults will not be deemed to have been unsatisfied exceeded, breached, or otherwise failed as a result of such fluctuations; howeverfluctuations or changed circumstances solely for purposes of determining whether the Limited Condition Transaction and any related transactions is permitted hereunder and (ii) such ratios, if any ratios or baskets improve as a result financial tests and compliance with such conditions shall not be tested at the time of consummation of such fluctuations, such improved baskets or ratios may be utilized.Limited Condition 38 509265-2041-Active.31278172.28

Limited Condition Transaction. Solely for Notwithstanding anything in this Agreement or any Loan Document to the purpose of contrary when (i) measuring the relevant ratios and baskets (including, for the avoidance of doubt, calculating any applicable ratio or financial test or basket measured as a percentage of Four Quarter Consolidated EBITDA and, for the avoidance of doubt including or exception in connection with respect to the incurrence of any Indebtedness (including any Incremental Loans)Indebtedness, the creation of Liens, the making of any acquisitions Disposition, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as restricted or other Investmentsunrestricted or the repayment of Indebtedness (each, Restricted Paymentsa “Specified Transaction”), prepayment of Subordinated Indebtedness or asset sales, in each case, in connection with a Limited Condition Transaction) or (ii) determining compliance the accuracy of any representation or warranty (other than in connection with the representations and warranties an Incremental Limited Condition Term Facility) or the occurrence of (iii) determining whether any Default or Event of DefaultDefault has occurred, is continuing or would result from any action (other than in connection with an Incremental Limited Condition Term Facility), in each case, case of clauses (i) through (iii) in connection with a Limited Condition Transaction, if the Parent date of determination of such ratio or financial test or basket or exception, the accuracy of such representation or warranty (but taking into account any earlier date specified therein) or whether any Default or Event of Default has occurred, is continuing or would result therefrom shall, at the option of the Borrower makes an (the Borrower’s election to deem exercise such transaction a option in connection with any Limited Condition Transaction (eachAcquisition, an “LCT Election”), the Applicable Date of Determination in determining whether any such Limited Condition Transaction is permitted shall be deemed to be the date of the definitive documentation agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), and if, . If on a Pro Forma Basis after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness, Liens, Restricted Payments or other transactions and the use of proceeds thereof) such ratios, financial tests, baskets, exceptions, representations and warranties and absence of defaults are calculated as if they such Limited Condition Transaction or other transactions had occurred as at the beginning of the Applicable Date of Determination, most recent Reference Period ending prior to the LCT Test Date on a Pro Forma Basisfor which financial statements are available, the Borrowers Borrower could have taken such action on the relevant LCT Test Date in compliance with any such ratio the applicable ratios or basket (other than for the purposes of calculating actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 7.08)provisions, such ratio or basket provisions shall be deemed to have been complied with. If the Parent Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition Transaction and other pro forma events 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 Transaction has actually closed or the definitive agreement with respect thereto has been terminated; provided that the consummation of any Limited Condition Transaction shall be subject to the absence of any Specified Event of Default. For the avoidance of doubt, (i) if the Parent Borrower has made an LCT Election and any of the ratios such ratios, financial tests, baskets, exceptions, representations and warranties or baskets for which compliance was determined absence of defaults are exceeded or tested as of LCT Test Date (including with respect to the incurrence of any Indebtedness) are not satisfied breached as a result of fluctuations in any such ratio or basket financial test (including due to fluctuations in Consolidated EBITDA calculated on EBITDA), a Pro Forma Basis, including the target of any Limited Condition Transaction) at change in facts or prior to the consummation of the relevant transaction circumstances or action, such baskets or ratios will not be deemed to have been unsatisfied as a result of such fluctuations; however, if any ratios or baskets improve as a result of such fluctuations, such improved baskets or ratios may be utilized.other 52 0000-0000-0000 v.2