Common use of Limited Condition Transactions Clause in Contracts

Limited Condition Transactions. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the 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) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) For the avoidance of doubt, if the 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 are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with When calculating any action being taken applicable ratio, Consolidated Net Income or EBITDA or determining the satisfaction of all other conditions precedent in connection with a Limited Condition Transaction, for purposes the date of (i) determining determination of such ratio, Consolidated Net Income or EBITDA or compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratiocondition precedent, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each caseshall, at the option of the Borrower Issuer (the BorrowerIssuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (orand, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, if after giving pro forma effect to the 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) as if they had occurred at the beginning of the most recent test period Test Period ending prior to the LCT Test Date, the Borrower Issuer could have taken consummated such action Limited Condition Transaction on the relevant LCT Test Date in compliance with such ratio or basketother provision, such ratio or basket other provision shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of (i) if, following the LCT Test Date Date, any of such ratios or other provisions are exceeded or breached as a result of fluctuations in any such ratio or basket, (including due to fluctuations in Consolidated Total Assets EBITDA or Consolidated EBITDA on a consolidated basis other components of such ratio) or the Person subject to such Limited Condition Transaction, other provision 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 failed to have been exceeded or satisfied, respectively, as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is Limited Condition Transaction and related transactions are permitted to be consummated or taken; provided that if hereunder and (ii) such ratios or baskets improve as a result and other provisions shall not be tested at the time of consummation of such fluctuationsLimited Condition Transaction, unless (x) on such improved date an Event of Default under clause (1) or (2) of Section 6.01 hereof or, solely with respect to the Issuer, an Event of Default under clause (6) or (7) of Section 6.01 hereof shall be continuing or (y) the Issuer subsequently elects, in its sole discretion, to test such ratios and/or and baskets may be utilizedon the date such Limited Condition Transaction and related transactions are consummated. If the Borrower Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary provision 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, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket other provision shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to ) have been consummated until such Indebtedness or, if no such indicative interest margin exists, time as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to has actually closed or the consummation of such Limited Condition Transaction, any such Default, Event of Default definitive agreement with respect thereto has been terminated or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunderexpired.

Limited Condition Transactions. (a) In connection with any action being taken solely in connection with a Limited Condition TransactionTransaction (including any contemplated incurrence or assumption of Indebtedness in connection therewith), for purposes of of: (ia) determining compliance with any provision of this Agreement which (other than Section 6.12(a)) that requires the calculation of the First Lien Leverage Interest Coverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage First Lien Leverage Ratio or the Secured Leverage Ratio; (b) determining the accuracy of representations and warranties and/or whether a Default or Event of Default shall have occurred and be continuing (or any other financial ratiosubset of Defaults or Events of Default); or or (iic) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets Adjusted EBITDA or Consolidated EBITDA, if anyAdjusted EBITDA or by reference to the Available Amount or the Available Excluded Contribution Amount), ; in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), with such option to be exercised on or prior to the date of execution of the definitive agreements, submission of notice or the making of a definitive declaration, as applicable, with respect to such Limited Condition Transaction, the date of determination of whether any such transaction action is permitted hereunder hereunder, shall be deemed to be (a) the date (the “LCT Test Date”), (x) the definitive agreement for agreements, notice or declaration with respect to such Limited Condition Transaction is are entered into (orinto, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable noticeprovided or made, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction as applicable or (yb) solely with respect to sales in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law or practice in another jurisdictionother jurisdictions), the date on which a “Rule 2.7 announcement” of a firm intention intent to make an offer (or equivalent similar announcement or determination in another jurisdiction) jurisdiction subject to laws similar to the United Kingdom City Code on Takeovers and Mergers (a the “Public OfferLCT Test Date”) in respect of a target of such acquisition), and if, after giving pro forma effect Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the 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 are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated Adjusted EBITDA on a consolidated basis of the Borrower or the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or takenfluctuations; provided that however, if such any ratios improve or baskets improve increase as a result of such fluctuations, such improved ratios and/or or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then then, in connection with any subsequent calculation of any ratio the ratios or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary baskets 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 agreement, notice or declaration for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien or Liens and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)) have been consummated. (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, when (a) In connection with testing availability under any action being taken basket set forth in connection with a Limited Condition Transactionthis Agreement, for purposes of (ib) determining compliance with any provision of this Agreement which (other than pursuant to Section 7.11) that requires the calculation of any financial ratio or test (including the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage RatioRatio and Consolidated Total Net Leverage Ratio (and, for the avoidance of doubt, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets ratios set forth in Sections 2.14(d) and 7.03(v))) or (c) determining compliance with any provision of this Agreement (including baskets measured as a percentage that requires that no Default or Event of Consolidated Total Assets Default has occurred, is continuing or Consolidated EBITDA, if anywould result therefrom), in each case, in connection with any Limited Condition Transaction or any Related Transactions with respect thereto, the date of determination shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma 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) Related Transactions with respect thereto, on a Pro Forma Basis as if they had occurred at the beginning of the most recent test period Test Period for which financial statements were (or were required to be) delivered pursuant to Section 6.01(a) or (b) ending prior to the LCT Test DateDate (for income statement purposes) or at the end of such most recent Test Period (for balance sheet purposes), the Borrower could would have taken been permitted to consummate such action Limited Condition Transaction and such Related Transactions with respect thereto on the relevant LCT Test Date in compliance with such ratio ratio, test, basket or basketdefault provision, such ratio ratio, test, basket or basket default provision shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios ratios, tests, baskets or baskets default provisions for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio ratio, test or basketbasket or otherwise, including due to fluctuations in Consolidated EBITDA or Total Assets or Consolidated EBITDA on a consolidated basis of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets baskets, tests or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or ratio, test, basket availability or default provision with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergersDispositions, the conveyancePermitted Acquisitions, lease other Investments or prepayments, repurchases, redemptions, defeasances or other transfer satisfactions of all any Junior Financing, any merger, dissolution, liquidation or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance consolidation or other satisfaction of Indebtedness, or the any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary on or (each of the foregoing, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test, basket or basket default provision shall be tested by calculating the availability under such ratio or basket required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith any Related Transactions with respect thereto have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereofconsummated; provided provided, that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such actionSubsequent Transaction that is a Restricted Payment, as applicableany such ratio, such condition shalltest, at the option of the Borrower, basket or default provision shall also be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists calculated on the date the definitive agreements for a Pro Forma Basis assuming such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to Related Transactions with respect thereto have not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunderbeen consummated.

Limited Condition Transactions. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio any financial ratio or any other financial ratio; test or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets EBITDA or Consolidated EBITDA, if anyTotal Assets), in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction action is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar eventLCT Test Date”), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect Pro Forma Effect to the 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) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test DateTransaction, the Borrower could or any of its Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the Borrower has made an LCT Election and and, following the LCT Test Date, any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded would have failed to have been satisfied as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in Consolidated EBITDA, Consolidated Interest Expense or Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or following the Person subject to such Limited Condition Transaction, LCT Test Date but at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets baskets, tests or ratios will not be deemed to have failed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve satisfied as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio event or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following transaction occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires orpasses, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving Pro Forma Effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio ratio, test or basket shall be tested by calculating the availability under such ratio or basket required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)consummated. (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. Notwithstanding anything to the contrary in this Agreement, in the case of the incurrence of any Indebtedness (aincluding any Incremental Term Facilities) In connection with or Liens or the making of any action being taken Permitted Acquisitions or other Investments, Restricted Payments, prepayments of specified indebtedness or asset sales, in each case, in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each case, at the Parent Borrower’s option of the Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date relevant ratios and baskets (including baskets measured as a percentage of determination of whether any such transaction is permitted hereunder Consolidated EBITDA) shall be deemed to determined, and any Default or Event of Default blocker or bring-down of representations and warranties shall be tested, as of the date the definitive acquisition agreements for such Limited Condition Transaction are entered into and calculated as if the acquisition and other pro forma events in connection therewith were consummated on such date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the 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) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Parent Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio representation, warranty, ratio, basket or basketdefault provision, such ratio representation, warranty, ratio, basket or basket default provision shall be deemed to have been complied with. ; provided that if the Parent Borrower has made an LCT Election, in connection with the calculation of any ratio (bother than for purposes of calculating compliance with the financial covenants) or basket with respect to the compliance with this Agreement of any other Permitted Acquisitions or other Investments, Restricted Payments, prepayments of specified indebtedness or asset sales on or following the LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such basket or ratio (other than any basket measured as a percentage of Consolidated EBITDA) shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of debt and the use of proceeds thereof) have been consummated on the LCT Test Date. 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 are exceeded as a result of fluctuations in any such ratio or basket, basket (including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or of the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with Notwithstanding anything in this Agreement or any action being taken in connection with a Limited Condition Transactionother Loan Document to the contrary, for purposes of of: (i) determining compliance with any provision of this Agreement (other than Section 6.10) which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Interest Coverage Ratio, the Total Leverage Ratio, the Interest Coverage Secured Leverage Ratio or any other financial ratio; or the First Lien Leverage Ratio; (ii) determining the accuracy of representations and warranties and/or whether a Default or Event of Default (or any subset of Defaults or Events of Default) shall have occurred and be continuing or would result from an action; or (iii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets or Consolidated EBITDA, if anyby reference to the Available Amount or the Available Equity Amount) (including the incurrence of any Incremental Facility), ; in each case, in connection with a Limited Condition Transaction, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any with such transaction is permitted hereunder shall be deemed LCT Election to be made on or prior to (a) in the date (the “LCT Test Date”), (x) the definitive agreement for such case of any Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (iia) of the definition of “Limited Condition Transaction,” the date of execution of, at the option of the Borrower, the definitive agreement or a letter of intent related to such Limited Condition Transaction, or (b) with respect to any Limited Condition Transaction described in clause (b) or (c) of the definition of “Limited Condition Transaction,” the date of delivery of irrevocable noticenotice with respect thereto (provided that, declaration of dividend or similar eventin each case, the Borrower may subsequently elect to rescind such LCT Election), and not at the time date of consummation determination of whether any such Limited Condition Transaction (including any Specified Transaction or (y) solely other action in connection with an acquisition therewith) is permitted hereunder shall be deemed to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), be the date on which the definitive agreement or a letter of intent for such Limited Condition Transaction are entered into or the date of delivery of irrevocable notice with respect to such Limited Condition Transaction, as applicable (the “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public OfferLCT Test Date”) in respect of a target of such acquisition), and if, after giving pro forma effect Pro Forma Effect to the Limited Condition Transaction Transaction, the Specified Transactions and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the 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 Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis of the Borrower or the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or takenfluctuations; provided that however, if such any ratios improve or baskets improve increase as a result of such fluctuations, such improved ratios and/or or increased baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect the incurrence ratios subject to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary LCT Election 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 agreement, letter of intent or notice, as applicable, for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien or Liens and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)) have been consummated. (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for For purposes of (ia) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio or the Fixed Charge Coverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (iib) testing availability under baskets set forth in this Agreement any basket (including baskets any basket measured as a percentage of Consolidated Total Assets EBITDA or Consolidated EBITDA, if any)Total Assets) or (c) determining compliance with the accuracy of any representations and warranties or the absence of any Default or Event of Default, in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any a Limited Condition Transaction, if ESI makes an “LCT LCA Election”), the date of determination for calculation of whether any such transaction is permitted hereunder ratios or baskets shall be deemed to be the date (the “LCT LCA Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, Date and if, after giving pro forma effect to the 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) as if they had occurred at the beginning of the most recent test period ending prior to the LCT LCA Test Date, the Borrower ESI or any Restricted Subsidiary could have taken such action on the relevant LCT LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the Borrower ESI has made an LCT LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets or Consolidated EBITDA on a consolidated basis of ESI or the Person target Person(s) subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower ESI has made an LCT LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness any other Permitted Acquisition or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary Investment on or following the relevant LCT LCA 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, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket (other than, in the period prior to funding of a Permitted Acquisition or Investment financed with any Incremental Facilities, any basket measured as a percentage of Consolidated EBITDA) shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)) have been consummated. (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of of: (i) determining compliance with any provision of this Agreement (other than Section 6.10) which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Interest Coverage Ratio, the Total Leverage Ratio, the Interest Coverage Secured Leverage Ratio or any other financial ratio; or the First Lien Leverage Ratio; (ii) determining the accuracy of representations and warranties and/or whether a Default or Event of Default shall have occurred and be continuing (or any subset of Defaults or Events of Default); or (iii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets or Consolidated EBITDA, if anyby reference to the Available Amount or the Available Equity Amount), ; in each case, at the option of the Borrower Holdings (the Borrower’s Holdings’ election to exercise such option in connection with any Limited Condition Transaction, an “LCT LCA Election”), with such option to be exercised on or prior to the date of execution of the definitive agreements related to such Limited Condition Transaction, the date of determination of whether any such transaction action is permitted hereunder hereunder, shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar eventLCA Test Date”), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period Test Period ending prior to the LCT LCA Test Date, the Borrower Holdings could have taken such action on the relevant LCT LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the Borrower Holdings has made an LCT LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis of Holdings or the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or takenfluctuations; provided that however, if such any ratios improve or baskets improve increase as a result of such fluctuations, such improved ratios and/or or baskets may be utilized. If the Borrower Holdings has made an LCT LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect the incurrence ratios subject to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary LCA Election on or following the relevant LCT LCA 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, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien or Liens and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)) have been consummated. (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for For purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Net Leverage Ratio, the Secured Total Net Leverage Ratio or Interest Coverage Ratio, (ii) determining compliance with representations, warranties, defaults or events of default (other than with respect to Events of Default under Section 7.1(g) or 7.1(f), which condition shall in any event be satisfied at the Total Leverage Ratio, the Interest Coverage Ratio or time any other financial ratio; such Limited Condition Transaction is consummated) or (iiiii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets EBITDA) (excluding with respect to the incurrence of Revolving Loans, but including with respect to the incurrence of debt under the Incremental Facilities or Consolidated EBITDAIncremental Equivalent Indebtedness pursuant to Section 1.1(e), if anysubject to the conditions applicable thereto), in each case, in connection with a Limited Condition Transaction and any Limited Condition Financing and the related use of baskets in connection therewith, that may be consummated thereafter, at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction Limited Condition Transaction is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the Limited Condition Transaction Transaction, any Limited Condition Financing and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period recently ended Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) ; provided that, notwithstanding anything to the contrary herein and other than solely with respect to the incurrence test under which such Limited Condition Transaction is being made, the Consolidated EBITDA, assets and consolidated net income of any target of such Limited Condition Transaction can only be used in the determination of the relevant ratios and baskets for usages other than in connection with the applicable transaction pertaining to such Limited Condition Transaction if and when such acquisition has closed. The Borrower shall make the LCT Election on or prior to the LCT Test Date. For the avoidance of doubt, if the 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 exceeded as a result of fluctuations in any such ratio or basket, basket (including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or of the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for For purposes of (ia) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio or the Fixed Charge Coverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (iib) testing availability under baskets set forth in this Agreement any basket (including baskets any basket measured as a percentage of Consolidated Total Assets EBITDA or Consolidated EBITDA, if any)Total Assets) or (c) determining compliance with the accuracy of any representations and warranties or the absence of any Default or Event of Default, in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any a Limited Condition Transaction, if Holdings makes an “LCT LCA Election”), the date of determination for calculation of whether any such transaction is permitted hereunder ratios or baskets shall be deemed to be the date (the “LCT LCA Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, Date and if, after giving pro forma effect to the 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) as if they had occurred at the beginning of the most recent test period ending prior to the LCT LCA Test Date, the Borrower Holdings or any Restricted Subsidiary could have taken such action on the relevant LCT LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the Borrower Holdings has made an LCT LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets or Consolidated EBITDA on a consolidated basis of Holdings or the Person target Person(s) subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower Holdings has made an LCT LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness any other Permitted Acquisition or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary Investment on or following the relevant LCT LCA 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, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket (other than, in the period prior to funding of a Permitted Acquisition or Investment financed with any Incremental Facilities, any basket measured as a percentage of Consolidated EBITDA) shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)) have been consummated. (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio any financial ratio or any other financial ratio; test or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets EBITDA or Consolidated EBITDA, if anyTotal Assets), in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”; provided that such election may be revoked by the Borrower at any time prior to the consummation or abandonment of the Limited Condition Transaction in question), the date of determination of whether any such transaction action is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar eventLCT Test Date”), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect Pro Forma Effect to the 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) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test DateTransaction, the Borrower could or any of its Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the Borrower has made an LCT Election and and, following the LCT Test Date, any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded would have failed to have been satisfied as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in Consolidated EBITDA, Consolidated Interest Expense or Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or following the Person subject to such Limited Condition Transaction, LCT Test Date but at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets baskets, tests or ratios will not be deemed to have failed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve satisfied as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio event or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following transaction occurring after the relevant LCT Test Date and prior to the earlier earliest of the date on which (i) such Limited Condition Transaction is consummated or consummated, (ii) the LCT Election is revoked by the Borrower and (iii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires orpasses, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving Pro Forma Effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio ratio, test or basket shall be tested by calculating the availability under such ratio or basket required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)consummated. (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of of: (i) determining compliance with any provision of this Agreement Indenture which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio any financial ratio; (ii) determining whether a Default or Event of Default shall have occurred and be continuing (or any other financial ratiosubset of Defaults or Events of Default); or or (iiiii) testing availability under baskets set forth in this Agreement Indenture (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets or Consolidated EBITDA, if anyby reference to Section 4.06(a)(B) or the Excluded Contribution Amount), ; in each case, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), with such option to be exercised on or prior to the date of execution of the definitive agreements related to such Limited Condition Transaction, the date of determination of whether any such transaction action is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period Test Period ending prior to the LCT Test Date, the Borrower Company could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the Borrower Company has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis of the Company or the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or takenfluctuations; provided that however, if such any ratios improve or baskets improve increase as a result of such fluctuations, such improved ratios and/or or baskets may be utilized. If the Borrower Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect the incurrence ratios subject to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary LCT Election 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, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien or Liens and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)) have been consummated. (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio, the amount or availability of the Incremental Cap, the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes including the determination of (i) 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) in connection with the calculation consummation of a Limited Condition Transaction, the date of determination of such ratio, the amount or availability of the First Lien Leverage RatioIncremental Cap, the Secured Leverage Ratio, amount or availability of the Total Leverage Ratio, the Interest Coverage Ratio Available Amount or any other financial ratio; basket based on Consolidated EBITDA or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage total assets, and determination of Consolidated Total Assets whether any Default or Consolidated EBITDAEvent of Default has occurred, if any), in each caseis continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower Bidco (the BorrowerBidco’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be either (i) the date (the “LCT Test Date”), (x) the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, in respect of any transaction described in clause (iib) of the definition of “Limited Condition Transaction,” ”, delivery of irrevocable notice, declaration of dividend notice or similar event), and not at the time of consummation of such Limited Condition Transaction ) or (yii) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction)applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, company is made in compliance with the City Code (the “LCT Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to the such Limited Condition Transaction and the other transactions Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period applicable Test Period ending prior to the LCT Test Date, the Borrower Bidco could have taken such action on the relevant LCT Test Date in compliance with such ratio or basketratios and provisions, such ratio or basket provisions shall be deemed to have been complied with. (b) ; provided that at the option of Bidco, the relevant ratios and baskets may be recalculated at the time of consummation of such Limited Condition Transaction. For the avoidance of doubt, (x) if the Borrower has made an LCT Election and any of the such ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or basket, basket (including due to fluctuations in Consolidated Total Assets EBITDA of Bidco and its Subsidiaries or Consolidated EBITDA on a consolidated basis or fluctuations of the Person subject to such target of any Limited Condition Transaction, ) 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 exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action Limited Condition Transaction is permitted to be consummated or taken; provided that if hereunder and (y) such ratios or baskets improve as a result and other provisions shall not be tested at the time of consummation of such fluctuations, such improved ratios and/or baskets may be utilizedLimited Condition Transaction or related Specified Transactions. If the Borrower Bidco has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or any other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary Specified Transaction on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for for, or “Rule 2.7 announcement” in respect of, as applicable, such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction (or, if applicable, the irrevocable notice, declaration of dividend notice or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisitionexpires), any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to ) have been consummated until such Indebtedness or, if no such indicative interest margin exists, time as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to has actually closed or the consummation of such Limited Condition Transactiondefinitive agreement with respect thereto has been terminated or expires (or, any such Defaultif applicable, Event of Default the irrevocable notice or specified Event of Default shall be deemed to not have occurred similar event is terminated or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunderexpires).

Limited Condition Transactions. (a) In Notwithstanding anything to the contrary in this Agreement or any other Loan Document, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of of: (i1) determining compliance with any provision of this Agreement which requires the calculation of any financial ratio or test, including the First Lien Consolidated Leverage Ratio, the Consolidated Secured Leverage Ratio, and the Total Leverage Consolidated Interest Coverage Ratio, including, but not limited to, in connection with incurrence of Indebtedness, the Interest Coverage Ratio creation of Liens, the making of any asset sale or any other financial ratiodisposition, the making of an Investment or Restricted Payment, the designation of a “Subsidiary” as restricted or unrestricted or the repayment or prepayment of Indebtedness; or (2) determining compliance with representations and warranties (other than Specified Representations in the case of a Limited Condition transaction under clause (i) of such definition) and defaults or events of default (iiother than Specified Defaults); or (3) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets EBITDA or Consolidated EBITDA, if anyTotal Assets), ; in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction action is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (orinto, in the date an irrevocable repayment or prepayment notice is given with respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable noticethereto, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or declaration thereof, as applicable (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction“LCT Test Date”), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect Pro Forma Effect to the 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) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test DateTransaction, the Borrower could or any of its Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratio ratio, test, representations, warranties, defaults, specified defaults, events of default, or basket, such ratio ratio, test, representations, warranties, defaults, specified defaults, events of default, or basket shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded would have failed to have been satisfied as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in Consolidated EBITDA, Consolidated Total Assets Assets, Consolidated Total Debt, Consolidated Interest Expense, or Consolidated EBITDA on a consolidated basis or the Person subject to such Limited Condition TransactionNet Income, at or prior to the consummation of the relevant transaction or action, such baskets baskets, tests or ratios will not be deemed to have failed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve satisfied as a result of such fluctuations. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, such improved ratios and/or baskets may be utilized. If if the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio event or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following transaction occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for disposition, redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires orpasses, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving Pro Forma Effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio ratio, test or basket shall be tested by calculating the availability under such ratio or basket required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (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 for purposes of any associated Lien Restricted Payment, such ratio, basket or compliance with any other provision hereunder shall also be tested as if such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)) had not been consummated. (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the 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) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) For the avoidance of doubt, if the 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 are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which that requires that no Default, Event of Default or Specified specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified specified Event of Default, as applicable, exists on the date the definitive agreements LCT Test Date (as defined below) for such Limited Condition Transaction are entered intoentered. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this Section 1.10clause (a), and any Default, Event of Default or Specified specified Event of Default occurs following the date the definitive agreements LCT Test Date for the applicable Limited Condition Transaction were entered into and prior to or on the date of the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. (b) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio or the Consolidated EBITDA to Consolidated Interest Expense Ratio or any other ratio test; or (ii) testing baskets or any other calculations (including any minimum equity calculation) set forth in this Agreement (including baskets or any other calculations measured as a percentage of Consolidated Total Assets or Consolidated EBITDA); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be (x) the date on which the definitive acquisition agreements for such Limited Condition Transaction (including any Permitted Change of Control) are entered into, (y) the date of any prepayment, redemption, repurchase, defeasance, acquisition or other payment or (z) in respect of sales in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law or practice in other jurisdictions), the date on which a “Rule 2.7 announcement” of a firm intends to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the United Kingdom City Code on Takeovers and Mergers in respect of a target of a Limited Condition Transaction (the “LCT Test Date”), and if, after giving pro forma effect to the 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) as if they had occurred at the beginning of the Test Period most recently ended on or prior to the applicable LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, calculation or basket, such ratio, calculation or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, calculations or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, calculation or basket, including due to fluctuations in Consolidated EBITDA, Consolidated Total Assets or the valuation of any rollover or existing equity in connection with any minimum equity calculation of the Borrower or the Person subject to such Limited Condition Transaction, on or prior to the date of consummation of the relevant transaction or action, such baskets, calculations or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, calculation or test with respect to the Incurrence of Indebtedness or Liens, or the making of distributions or Restricted Payments, Investments, payments pursuant to Section 10.7, Dispositions, mergers, Dispositions of all or substantially all of the assets of the Borrower or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, calculation or test shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transactions. Notwithstanding anything in this Indenture to the contrary, when (ai) In calculating any applicable ratio in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Asset Sale, the making of any acquisitions, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as restricted or unrestricted, the repayment of Indebtedness or for any other purpose, (ii) determining whether any Default or Event of Default has occurred, is continuing or would result from any action, or (iii) determining compliance with any representations and warranties and any other condition precedent to any action being taken or transaction, in each case of clauses (i) through (iii) above in connection with a Limited Condition Transaction, for purposes the date of (i) determining compliance with determination of such ratio, whether any provision Default or Event of this Agreement which requires Default has occurred, is continuing or would result therefrom, or the calculation satisfaction of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each casecondition precedent shall, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an a “LCT Transaction Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (of declaration of such Restricted Payment or the “LCT Test Date”), (x) date that the definitive agreement for such Limited Condition Transaction Restricted Payment, Investment, acquisition, Asset Sale or incurrence, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or preferred stock is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction)into, the date on which a “Rule 2.7 announcement” public announcement of a firm an intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a the target of such acquisitionacquisition or Investment or the date of such notice, and ifwhich may be conditional, of such repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or preferred stock or such Asset Sale is given to the holders of such Indebtedness, Disqualified Stock or preferred stock (any such date, the “Transaction Test Date”). If on a pro forma basis after giving pro forma 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) ), with such ratios, absence of defaults, satisfaction of conditions precedent and other provisions calculated as if they such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Transaction Test Date in compliance with such ratio the applicable ratios or basketother provisions, such ratio or basket provisions shall be deemed to have been complied with. (b) . For the avoidance of doubt, (i) if the Borrower has made an LCT Election and any of the ratios such ratios, absence of defaults, satisfaction of conditions precedent or baskets for which compliance was determined or tested as of the LCT Test Date other provisions are exceeded or breached as a result of fluctuations in any such ratio or basket, (including due to fluctuations in Consolidated Total Assets Cash Flow), a change in facts and circumstances or Consolidated EBITDA on a consolidated basis or the Person subject to such Limited Condition Transaction, other provisions at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets or ratios ratios, absence of defaults, satisfaction of conditions precedent and other provisions will not be deemed to have been exceeded exceeded, breached, or otherwise failed to have been satisfied as a result of such fluctuations or changed circumstances solely for purposes of determining whether the relevant transaction or action Limited Condition Transaction and any related transactions is permitted to be consummated or taken; provided that if hereunder and such ratios or baskets improve as a result and compliance with such conditions shall not be tested at the time of consummation of such fluctuations, such improved ratios and/or baskets may be utilizedLimited Condition Transaction or related transactions. If the Borrower Company has made an LCT a Transaction Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness any other Limited Condition Transaction or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary otherwise on or following the relevant LCT Transaction Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for ) have been consummated. For purposes of any calculation pursuant to this paragraph of the Interest Fixed Charge Coverage Ratio will Ratio, Fixed Charges may be calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such Limited Condition Transaction based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower Company in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with any action being taken solely in connection with a Limited Condition TransactionTransaction (excluding, for the avoidance of doubt, any Borrowing of Initial Revolving Credit Loans), for purposes of (i) determining compliance with any provision of this Agreement the Loan Documents which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Senior Secured Leverage Ratio or the Debt Service Coverage Ratio; (ii) determining (A) the accuracy of representations and warranties in Article VI (other than customary “specified representations” and those representations of the seller or target company (as applicable) included in the acquisition agreement for the relevant Limited Condition Transaction that are material to the interests of the Lenders and only to the extent that the relevant acquirer has the right to terminate its obligations under such acquisition agreement as a result of such representations (which representations, notwithstanding anything herein to the contrary, shall be required to be accurate on the basis set forth in the acquisition agreement as of the date of the consummation of any Limited Condition Transaction)), and/or (B) whether a Default or Event of Default (other financial ratiothan a Specified Event of Default (the absence of which, notwithstanding anything herein to the contrary, shall be required on the date of the consummation of such Limited Condition Transaction)) has occurred and is continuing or would result therefrom; or (iiiii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), the Loan Documents; in each case, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction action is permitted hereunder under the Loan Documents, shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a notice of prepayment or redemption is given (the “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public OfferLCT Test Date”) in respect of a target of such acquisition), and if, on a pro forma basis after giving pro forma effect to the 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) as if they had occurred at the beginning of the most recent test period Measurement Period ending prior to the LCT Test Date, the Borrower Company could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the Borrower Company has made an LCT Election for any Limited Condition Transaction and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded or otherwise non-compliant as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis Adjusted Operating Income of the Company or the Person subject to such Limited Condition TransactionTransaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such baskets baskets, ratios, metrics or ratios thresholds will not be deemed to have been exceeded or non-compliant as a result of such fluctuations solely for purposes of determining whether compliance of the relevant transaction or action is permitted to be consummated with such provisions, baskets or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilizedthresholds. If the Borrower Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Lienswith, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary 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, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on (A) a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of ) have been consummated until such time as the Interest Coverage Ratio will be calculated using an assumed interest rate based on Limited Condition Transaction has been consummated or the indicative interest margin contained in any financing commitment documentation definitive agreement with respect thereto has been terminated or expires and (B) on a standalone basis without giving effect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For and the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken other transactions in connection with such Limited Condition Transaction is permitted hereundertherewith.

Limited Condition Transactions. Notwithstanding anything in this Agreement or any First Lien Loan Document to the contrary, when calculating any applicable ratio, the amount or availability of the Incremental Cap, the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes including the determination of (i) 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) in connection with the calculation consummation of a Limited Condition Transaction, the date of determination of such ratio, the amount or availability of the First Lien Leverage RatioIncremental Cap, the Secured Leverage Ratio, amount or availability of the Total Leverage Ratio, the Interest Coverage Ratio Available Amount or any other financial ratio; basket based on Consolidated EBITDA or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage total assets, and determination of Consolidated Total Assets whether any Default or Consolidated EBITDAEvent of Default has occurred, if any), in each caseis continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, in respect of any transaction described in clause (iib) of the definition of “Limited Condition Transaction,” , delivery of irrevocable notice, declaration of dividend notice or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a the “Public OfferLCT Test Date”) in respect of a target of such acquisition, and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to the such Limited Condition Transaction and the other transactions Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period applicable Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basketratios and provisions, such ratio or basket provisions shall be deemed to have been complied with. (b) ; provided that at the option of the Borrower, the relevant ratios and baskets may be recalculated at the time of consummation of such Limited Condition Transaction. For the avoidance of doubt, (x) if the Borrower has made an LCT Election and any of the such ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or basket, basket (including due to fluctuations in Consolidated Total Assets EBITDA of the Borrower and its Subsidiaries or Consolidated EBITDA on a consolidated basis or fluctuations of the Person subject to such target of any Limited Condition Transaction, ) 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 exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action Limited Condition Transaction is permitted to be consummated or taken; provided that if hereunder and (y) such ratios or baskets improve as a result and other provisions shall not be tested at the time of consummation of such fluctuations, such improved ratios and/or baskets may be utilizedLimited Condition Transaction or related Specified Transactions. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or any other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary Specified Transaction on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction (or, if applicable, the irrevocable notice, declaration of dividend notice or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisitionexpires), any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to ) have been consummated until such Indebtedness or, if no such indicative interest margin exists, time as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to has actually closed or the consummation of such Limited Condition Transaction, any such Default, Event of Default definitive agreement with respect thereto has been terminated or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunderexpires.

Limited Condition Transactions. (a) In Notwithstanding anything to the contrary in this Agreement, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of of: (i) determining compliance with any provision of this Agreement which requires the calculation of any financial ratio or test, including the Consolidated First Lien Net Leverage RatioRatio and Consolidated Total Net Leverage Ratio (and, for the Secured Leverage Ratioavoidance of doubt, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratioratio set forth in Section 2.15(a)); or or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of determined by reference to Consolidated EBITDA or Consolidated Total Assets Assets); or (iii) determining other compliance with this Agreement (including the determination that no Default or Consolidated EBITDAEvent of Default (or any type of Default or Event of Default) has occurred, if anyis continuing or would result therefrom), ; in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction action is permitted hereunder shall be deemed made (1) in the case of any acquisition (including by way of merger) or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith), at the time of (or on the basis of the Section 9.01 Financials for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment, (y) the public announcement of an intention to make an offer in respect of the target of such acquisition or Investment or (z) the consummation of such acquisition or Investment, (2) in the case of any Dividend, at the time of (or on the basis of the Section 9.01 Financials for the most recently ended Test Period at the time of) (x) the declaration of such Dividend or (y) the making of such Dividend and (3) in the case of any voluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness subject to Section 10.07(a), at the time of (or on the basis of the Section 9.01 Financials for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such payment or prepayment or redemption or acquisition of such Indebtedness or (y) the date making of such voluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to for the 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) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Datetherewith), the Borrower could or any of its Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded would have failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets or Consolidated EBITDA on a consolidated basis of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets baskets, tests or ratios will not be deemed to have failed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve complied with as a result of such fluctuations; provided, that, notwithstanding anything to the contrary herein, if financial statements for one or more subsequent Test Periods shall have become available, the Borrower may elect, in its sole discretion, to re-determine all such improved financial ratios and/or baskets may or tests, with respect to, or as of the last day of, the most recently ended Test Period on the basis of such financial statements, in which case such date of redetermination shall thereafter be utilizeddeemed to be the LCT Test Date for purposes of such baskets, ratios and financial metrics. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted PaymentsDividends, the making of any Permitted Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated terminated, revoked or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or basket shall be tested by calculating the availability under such ratio or basket required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)) have been consummated. (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with When calculating the availability under any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining basket or ratio under this Indenture or compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage RatioIndenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the Secured Leverage Ratioincurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the Total Leverage Ratioincurrence of Liens, the Interest Coverage Ratio repayments, dividends and Dispositions or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if anydistributions), in each case, at the option of the Borrower Issuers (the Borrower’s Issuers’ election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination of for availability under any such basket or ratio and whether any such action or transaction is permitted hereunder (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default)) under this Indenture shall be deemed to be the date (the “LCT Test Date”), ) either (xa) that the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, in respect if applicable, the date of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of an irrevocable notice, declaration of a dividend or distribution or similar event), and not at the time of consummation of such Limited Condition Transaction or (yb) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction)applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (is published on a “Public Offer”) regulatory information service in respect of a target of a Limited Condition Transaction is made (or that equivalent notice under equivalent laws, rules or regulations in such acquisitionother applicable jurisdiction is made), (c) that notice is given with respect to any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment or (d) that notice is given with respect to any dividend or other distribution requiring irrevocable notice in advance thereof and, in each case, 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 related thereto (including any acquisitions, Investments, the incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments, dividends or other distributions and Dispositions) as if they had occurred at and any related pro forma adjustments, the beginning Issuers, Xxxxxxx XX, any other Covenant Party or any of the most recent test period ending prior Restricted Subsidiaries would have been permitted to the LCT Test Date, the Borrower could have taken take such action actions or consummate such transactions on the relevant LCT Test Date in compliance with such ratio ratio, test or basketbasket (and any related requirements and conditions), such ratio ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with. with (or satisfied) for all purposes (in the case of Liens, for example, whether such Liens are to secure Indebtedness that is committed, issued or incurred at the LCT Test Date or at any time thereafter); provided that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Issuers may elect, in their sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, tests or baskets and (b) except as contemplated in the foregoing clause (a), compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments, dividends or distributions and Dispositions). For the avoidance of doubt, if the Borrower has Issuers have made an LCT Election and Election, (1) if any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets or Consolidated EBITDA on a consolidated basis of Xxxxxxx XX or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or actionsuch baskets, such baskets tests or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted failed to be consummated or taken; provided that if such ratios or baskets improve have been complied with as a result of such fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of a Default or Event of Default), such improved ratios and/or baskets may requirements and conditions will not be utilized. If deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing); and (3) in calculating the Borrower has made an LCT Election for availability under any Limited Condition Transactionratio, then test or basket in connection with any subsequent calculation of any ratio action or basket availability with respect transaction unrelated to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires orpasses, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Defaultratio, Event of Default test or specified Event of Default basket shall be deemed determined or tested giving pro forma effect to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunderTransaction.

Limited Condition Transactions. (a) In Notwithstanding anything to the contrary herein, in connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of of: (ia) determining compliance with any provision of this Agreement which requires the calculation of any financial ratio or test, including the Total Net First Lien Leverage Ratio, the Total Net Secured Leverage Ratio, the Total Net Leverage Ratio and Fixed Charge Coverage Ratio, or requires the Interest Coverage Ratio absence of any Default or any other financial ratioEvent of Default; or or (iib) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if anyAssets), ; in each case, at the option of the Company Borrower (the Company Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the 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) on a Pro Forma Basis as if they had occurred at the beginning of the most recent test recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 5.1(a) or (b), as the case may be, have been or were required to have been delivered ending prior to the LCT Test Date, the Company Borrower could would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. (b) For the avoidance of doubt, if the 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 are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Company Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent the calculation of any ratio ratio, test or basket availability with respect to the incurrence Incurrence of Indebtedness or Liens, or the making of Restricted Payments, the making of any Permitted Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction (a “Subsequent Transaction”), for purposes of determining whether any such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or basket shall be tested by calculating the availability under such ratio or basket required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof) have been consummated; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained that, in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Subsequent Transaction, for purposes the calculation of determining compliance with Consolidated Net Income (and any provision defined term a component of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for Consolidated Net Income) shall not assume such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunderbeen consummated.

Limited Condition Transactions. Solely for the purpose of (ai) In connection measuring the relevant ratios and baskets with respect to the incurrence of any action being taken Debt or the making of any permitted Acquisition or other Investment or (ii) determining the occurrence of any Event of Default or Unmatured Event of Default, in each case, in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision of this Agreement which requires if the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, Company makes an “LCT Election”), the date of determination of in determining whether any such transaction incurrence of any Debt or the making of any permitted Acquisition or other Investment is permitted hereunder shall be deemed to be the date (the “LCT Test Date”Date (provided that for the purpose of determining the occurrence of any Event of Default under Sections 13.1(a) or 13.1(c), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not determination shall also be made at the time of the consummation of such the Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdictionTransaction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the applicable 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) as if they had occurred at the beginning as of the most recent test period such date of determination, ending prior to the LCT Test DateDate on a pro forma basis, the Borrower Company could have taken such action on the relevant LCT Test Date in compliance with any such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) For the avoidance of doubt, if the 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 are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary 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, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated and tested by calculating the availability under such ratio or basket on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien debt and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)) have been consummated. (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of of: (i1) determining compliance with any provision of this Agreement which Indenture that requires the calculation of the First Lien Leverage Fixed Charge Coverage Ratio, the Secured Leverage Ratio, the Debt to Total Leverage Ratio, the Interest Coverage Capitalization Ratio or Secured Indebtedness to Total Capitalization Ratio; (2) determining whether a Default or Event of Default shall have occurred and be continuing (or any other financial ratiosubset of Defaults or Events of Default); or or (ii3) testing availability under baskets set forth in baskets, ratios or financial metrics under this Agreement Indenture (including baskets those measured as a percentage of Consolidated EBITDA, Fixed Charges or Total Assets or Consolidated EBITDA, if anyby reference to Section 4.07(a)(3)(A), ; in each case, at the option of the Borrower Issuer, any of its Restricted Subsidiaries or any successor entity of any of the foregoing (including a third party) (the Borrower’s “Testing Party,” and the election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), with such option to be exercised on or prior to the date of execution of the definitive agreements, submission of notice or the making of a definitive declaration, as applicable, with respect to such Limited Condition Transaction, the date of determination of whether any such transaction action is permitted hereunder under this Indenture, shall be deemed to be (a) the date the definitive agreements (the or, if applicable, a binding offer or launch of a “LCT Test Date”certain funds” tender offer), notice (xwhich may be conditional) the definitive agreement for or declaration with respect to such Limited Condition Transaction are entered into, provided or made, as applicable, or the date that an Officers’ Certificate is entered into (orgiven with respect to the designation of a Subsidiary as restricted or unrestricted, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (yb) solely with respect to sales in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law or practice in another jurisdictionother jurisdictions), the date on which a “Rule 2.7 announcement” of a firm intention intent to make an offer (or equivalent similar announcement or determination in another jurisdiction) jurisdiction subject to laws similar to the United Kingdom City Code on Takeovers and Mergers (a as applicable, the “Public OfferLCT Test Date”) in respect of a target of such acquisitionis made, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any acquisitions, Investments, the incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock, preferred stock or Liens and the use of proceeds thereof, Restricted Payments and Asset Sales) as if they had occurred at the beginning of the most recent test period Test Period ending prior to the LCT Test Date, the Borrower Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, basket or basketfinancial metric, such ratio ratio, basket or basket financial metric shall be deemed to have been complied with. (b) For the avoidance of doubt, if the Borrower Testing Party has made an LCT Election and any of the ratios ratios, baskets or baskets financial metrics for which compliance was determined or tested as of the LCT Test Date are exceeded or not complied with as a result of fluctuations in any such ratio ratio, basket or basketfinancial metrics, including due to fluctuations in Fixed Charges, Consolidated Total Assets Net Income or Consolidated EBITDA on a consolidated basis of the Issuer, the target company or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such ratios, baskets or ratios financial metrics will not be deemed to have been exceeded as a result of such fluctuations solely and such baskets, ratios or financial metrics shall not be tested at the consummation of the Limited Condition Transaction except as contemplated in clause (a) of the immediately succeeding proviso; provided, however, that (a) if financial statements for purposes one or more subsequent fiscal quarters shall have become available, the Testing Party may elect, in its sole discretion, to re-determine all such baskets, ratios and financial metrics on the basis of determining whether the relevant transaction or action is permitted such financial statements, in which case such date of redetermination shall thereafter be deemed to be consummated or taken; provided that the applicable LCT Test Date, (b) if such any ratios or financial metrics improve or baskets improve increase as a result of such fluctuations, such improved ratios and/or ratios, financial metrics or baskets may be utilizedutilized and (c) Fixed Charges with respect to any Indebtedness expected to be incurred in connection with such Limited Condition Transaction will, for purposes of the Fixed Charge Coverage Ratio, be calculated using an assumed interest rate based on the available documentation therefor, as determined by the Testing Party in good faith (or, if no such documentation is available, using an assumed interest rate as reasonably determined by the Testing Party in good faith). If the Borrower Testing Party has made an LCT Election for any Limited Condition Transaction, then then, in connection with any subsequent calculation of any ratio the ratios, baskets or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary financial metrics 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 consummated, or (ii) the date that the definitive agreement agreement, notice or declaration for such Limited Condition Transaction is abandoned, terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio ratio, basket or basket financial metric shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien or Liens and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered intohave been consummated. For the avoidance of doubt, if the Borrower Testing Party has exercised its option under this Section 1.10, pursuant to the foregoing and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements LCT Test Date (including any new LCT Test Date) for the applicable Limited Condition Transaction were entered into and prior to or on the date of the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed not to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted under this Indenture. The Trustee shall have no responsibility under this section or with respect to any calculations hereunder.

Limited Condition Transactions. In the event that the Borrower notifies the Administrative Agent in writing that any proposed Specified Transaction is a Limited Condition Transaction and that the Borrower wishes to test the conditions to such Specified Transaction or determine the amount or availability of the Incremental Facility Amount or any other basket based on Consolidated EBITDA set forth in the Loan Documents in accordance with this Section 1.13, the following provisions shall apply: (a) In connection with any action being taken in connection with a condition to such Limited Condition TransactionTransaction or to the amount or availability of any Incremental Loans that are used to finance such Limited Condition Transaction that requires that no Default or Event of Default shall have occurred and be continuing at the time of such Limited Condition Transaction or the availability of such Incremental Loans, for purposes of shall be satisfied if (i) determining compliance with any provision no Default or Event of this Agreement which requires Default shall have occurred and be continuing at the calculation time of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date execution (the “LCT Test Date”), (x) of the definitive purchase agreement, merger agreement for or other definitive agreement governing such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause such agreement “Limited Condition Transaction Agreement”) and (ii) no Specified Event of the definition of “Default shall have occurred and be continuing both immediately before and immediately after giving effect to such Limited Condition Transaction,” delivery Transaction and all other transactions in connection therewith (including the incurrence or assumption of irrevocable noticeIndebtedness and all related Acquisitions, declaration of dividend Investments and other transactions consummated (or similar eventto be consummated) in connection therewith), ; (b) any condition to such Limited Condition Transaction or such Incremental Loans that the representations and not warranties in this Agreement and the other Loan Documents shall be true and correct at the time of consummation of such Limited Condition Transaction or the incurrence of such Indebtedness shall be deemed satisfied if, as of the date of consummation of such Limited Condition Transaction, the Specified Acquisition Agreement Representations and the Specified Representations are true and correct in all material respects (yexcept for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects); (c) solely any financial ratio test or condition or basket to be tested in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith availability of such Incremental Loans (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning calculation of the most recent test period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall Incremental Facility Amount) will be deemed to have been complied with. (b) For the avoidance of doubt, if the 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 Date, in each case, after giving effect to the relevant Limited Condition Transaction and all other transactions in connection therewith (including the incurrence or assumption of Indebtedness and all related Acquisitions, Investments and other transactions consummated (or to be consummated) in connection therewith), on a Pro Forma Basis where applicable, and, for the avoidance of doubt, (i) such ratios and baskets shall not be tested at the time of consummation of such Limited Condition Transaction and (ii) if any of such ratios are exceeded or conditions are not met following the LCT Test Date, but prior to the closing of such Limited Condition Transaction, as a result of fluctuations in any such ratio or basket, amount (including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis of the Borrower or the Person subject to such 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 exceeded and such conditions will not be deemed unmet as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; ; (d) except as provided that if such ratios or baskets improve as a result of such fluctuationsin the next sentence, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary 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 and (ii) the definitive agreement for such date that the relevant Limited Condition Transaction Agreement is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any the incurrence or assumption of Indebtedness and all related Acquisitions, Investments and other transactions consummated (or to be consummated) in connection therewith) have been consummated. Notwithstanding the foregoing, any associated Lien and the use calculation of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken a ratio in connection with a Limited Condition Transaction, for purposes of determining the Applicable Margin and determining whether or not the Borrower is in compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition the financial covenants set forth in Section 9.15 shall, at the option of the Borrower, in each case be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for calculated assuming such Limited Condition Transaction and other transactions in connection therewith (including the incurrence or assumption of Indebtedness and all related Acquisitions, Investments and other transactions consummated (or to be consummated) in connection therewith) have not been consummated. The foregoing provisions are entered into. For collectively referred to as the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable “Limited Condition Transaction were entered into Provisions”, and prior to shall apply with similar effect during the consummation pendency of such multiple Limited Condition Transaction, any Transactions such Default, Event that each of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction the possible scenarios is permitted hereunderseparately tested.

Limited Condition Transactions. (a) In connection with determining whether any action being taken in connection with a Limited Condition TransactionTransaction is permitted hereunder, for purposes of (i) determining compliance with any provision of this Agreement which determination requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; , test or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as basket, each calculated on a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each casepro forma basis, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be (a) the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into into, (orb) in the case of a Limited Condition Transaction described in clause (i) of the definition thereof, if such Limited Condition Transaction will not be consummated prior to the date that is 90 days after the date of such definitive agreement, then on the date that is 91 days after the date of such definitive agreement (provided that such transaction shall no longer constitute a Limited Condition Transaction if it is not consummated within 180 days after the date of such definitive agreement) or (c) in respect the case of any transaction a Limited Condition Transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable noticethereof, declaration of dividend or similar event), and not at the time of consummation of if such Limited Condition Transaction or will not be consummated prior to the date that is 30 days after the date of such definitive agreement, then on the date that is 31 days after the date of such definitive agreement (yprovided that such transaction shall no longer constitute a Limited Condition Transaction if it is not consummated within 60 days after the date of such definitive agreement) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction)as applicable, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public OfferLCT Test Date”) in respect of a target of such acquisition), and if, after giving pro forma effect to the Limited Condition Transaction, 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) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could would have taken such action been permitted on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) provision. For the avoidance of doubt, if the Borrower Company has made an LCT Election and Election, (1) if any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the an LCT Test Date are would at any time after such LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or actionCredit Parties, such baskets 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 solely for purposes (and no Default or Event of determining whether Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the relevant transaction availability under any ratio, test or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then basket in connection with any subsequent calculation of any ratio action or basket availability with respect transaction unrelated to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or such Limited Conditional Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or 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 (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires orpasses, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Defaultratio, Event of Default test or specified Event of Default basket shall be deemed determined or tested giving pro forma effect to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunderTransaction.

Limited Condition Transactions. (a) In connection with When calculating the availability under any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining basket or ratio under this Indenture or compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage RatioIndenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the Secured Leverage Ratioincurrence or issuance of, or the prepayment, redemption, purchase, defeasance or satisfaction of, Indebtedness, Disqualified Stock or Designated Preferred Stock and the use of proceeds thereof, the Total Leverage Ratioincurrence or consummation, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage applicable, of Consolidated Total Assets or Consolidated EBITDALiens, if anyrepayments, Restricted Payments and Asset Sales), in each case, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination of for availability under any such basket or ratio and whether any such action or transaction is permitted hereunder (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default)) under this Indenture shall be deemed to be the date (the “LCT Test Date”), ) either (xa) the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, in respect if applicable, the date of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of an irrevocable notice, declaration of dividend a Restricted Payment, entry into a binding agreement or similar event), and not at the time of consummation of such Limited Condition Transaction ) or (yb) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction)applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisitiona Limited Condition Transaction and, and in each case, 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 related thereto (including any acquisitions, Investments, the incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock or Designated Preferred Stock and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could incurrence or consummation, as applicable, of Liens, repayments, Restricted Payments and Asset Sales) and any related pro forma adjustments, the Company or any of its Restricted Subsidiaries would have taken been permitted to take such action actions or consummate such transactions on the relevant LCT Test Date in compliance with such ratio ratio, test or basketbasket (and any related requirements and conditions), such ratio ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with. with (bor satisfied) For for all purposes (in the avoidance case of doubtIndebtedness, if the Borrower has made an LCT Election and any of the ratios for example, whether such Indebtedness is committed, issued or baskets for which compliance was determined or tested as of incurred at the LCT Test Date are exceeded as a result or at any time thereafter); provided, that (1) if financial statements for one or more subsequent fiscal quarters shall have become available, the Company may elect, in its sole discretion, to re-determine all such ratios, tests or baskets on the basis of fluctuations such financial statements, in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or actionwhich case, such baskets or ratios will not date of redetermination shall thereafter be deemed to have been exceeded as a result of such fluctuations solely be the applicable LCT Test Date for purposes of determining whether such ratios, tests or baskets, (2) except as contemplated in the relevant transaction or action is permitted to be consummated or taken; provided that if foregoing clause (1), compliance with such ratios ratios, tests or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may (and any related requirements and conditions) shall not be utilized. If determined or tested at any time after the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant applicable LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated and any actions or expires transactions related thereto (orincluding acquisitions, if applicableInvestments, the irrevocable noticeincurrence or issuance of Indebtedness, declaration of dividend Disqualified Stock or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien Designated Preferred Stock and the use of proceeds thereof; provided that Consolidated Interest Expense , the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and (3) consolidated interest expense for purposes of the Interest Fixed Charge Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower Company in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10Company shall have made an LCT Election, (a) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow or Consolidated Total Assets of the Company or the Person subject to such Limited Condition Transaction, 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; (b) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of a Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or Specified Event of Default occurs following be continuing); and (c) in calculating the date the definitive agreements for the applicable availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction were entered into following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such Defaultratio, Event of Default test or specified Event of Default basket shall be deemed to not have occurred determined or be continuing for purposes of determining whether any action being taken in connection with tested on a pro forma basis assuming such Limited Condition Transaction is permitted hereunderand other transactions in connection therewith (including any incurrence of debt and the use of proceeds thereof (but without netting the cash proceeds thereof)) had been consummated.

Limited Condition Transactions. (a) In connection with When calculating the availability under any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining basket or ratio under this Indenture or compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage RatioIndenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the Secured Leverage Ratioincurrence or issuance of Indebtedness, Disqualified Stock and the use of proceeds thereof, the Total Leverage Ratioincurrence of Liens, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if anyrepayments and Restricted Payments), in each case, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination of for availability under any such basket or ratio and whether any such action or transaction is permitted hereunder (or any requirement or condition therefor is complied with or satisfied (including, without limitation, as to the absence of any continuing Default or Event of Default)) under this Indenture shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, in respect if applicable, the date of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of an irrevocable notice, declaration of dividend notice or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the Limited Condition Transaction and any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could incurrence of Liens, repayments and Restricted Payments) and any related pro forma adjustments, the Company, Holdings 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 such ratio ratio, test or basketbasket (and any related requirements and conditions), such ratio ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied withwith (or satisfied) for all purposes under this Indenture (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued or incurred at the LCT Test Date or at any time thereafter); provided that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Company may elect, in its sole discretion, to re-determine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, tests or baskets, and (b) except as contemplated in the foregoing clause (a), compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the incurrence or issuance of Indebtedness, Disqualified Stock and the use of proceeds thereof, the incurrence of Liens, repayments and Restricted Payments). (b) For the avoidance of doubt, if the Borrower Company has made an LCT Election and Election, (1) if any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in Adjusted Consolidated EBITDA or Consolidated Total Assets or Consolidated EBITDA on a consolidated basis of Holdings or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or actionsuch baskets, such baskets tests or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted failed to be consummated or taken; provided that if such ratios or baskets improve have been complied with as a result of such fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of an Default or Event of Default), such improved ratios and/or baskets may requirements and conditions will not be utilized. If deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing); and (3) in calculating the Borrower has made an LCT Election for availability under any Limited Condition Transactionratio, then test or basket in connection with any subsequent calculation of any ratio action or basket availability with respect transaction unrelated to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires orpasses, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Defaultratio, Event of Default test or specified Event of Default basket shall be deemed determined or tested giving pro forma effect to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunderTransaction.

Limited Condition Transactions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio, the amount or availability of the Incremental Cap, the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes including the determination of (i) 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) in connection with the calculation consummation of a Limited Condition Transaction, the date of determination of such ratio, the amount or availability of the First Lien Leverage RatioIncremental Cap, the Secured Leverage Ratio, amount or availability of the Total Leverage Ratio, the Interest Coverage Ratio Available Amount or any other financial ratio; basket based on Consolidated EBITDA or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage total assets, and determination of Consolidated Total Assets whether any Default or Consolidated EBITDAEvent of Default has occurred, if any), in each caseis continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, in respect of any transaction described in clause (iib) of the definition of “Limited Condition Transaction,” ”, delivery of irrevocable notice, declaration of dividend notice or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a the “Public OfferLCT Test Date”) in respect of a target of such acquisition, and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to the such Limited Condition Transaction and the other transactions Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period applicable Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basketratios and provisions, such ratio or basket provisions shall be deemed to have been complied with. (b) ; provided that at the option of the Borrower, the relevant ratios and baskets may be recalculated at the time of consummation of such Limited Condition Transaction. For the avoidance of doubt, (x) if the Borrower has made an LCT Election and any of the such ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or basket, basket (including due to fluctuations in Consolidated Total Assets EBITDA of the Borrower and its Subsidiaries or Consolidated EBITDA on a consolidated basis or fluctuations of the Person subject to such target of any Limited Condition Transaction, ) 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 exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action Limited Condition Transaction is permitted to be consummated or taken; provided that if hereunder and (y) such ratios or baskets improve as a result and other provisions shall not be tested at the time of consummation of such fluctuations, such improved ratios and/or baskets may be utilizedLimited Condition Transaction or related Specified Transactions. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or any other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary Specified Transaction on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction (or, if applicable, the irrevocable notice, declaration of dividend notice or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisitionexpires), any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to ) have been consummated until such Indebtedness or, if no such indicative interest margin exists, time as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to has actually closed or the consummation of such Limited Condition Transactiondefinitive agreement with respect thereto has been terminated or expires (or, any such Defaultif applicable, Event of Default the irrevocable notice or specified Event of Default shall be deemed to not have occurred similar event is terminated or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunderexpires).

Limited Condition Transactions. (a) In connection with any action being taken solely in connection with a Limited Condition TransactionTransaction (including any contemplated incurrence or assumption of Indebtedness in connection therewith), for purposes of of: (ia) determining compliance with any provision of this Agreement which that requires the calculation of the Total Net First Lien Leverage Ratio, the Total Net Senior Secured Leverage Ratio, Total Net Leverage Rati and/or Fixed Charge Coverage Ratio; (b) determining the Total Leverage Ratio, the Interest Coverage Ratio accuracy of representations and warranties and/or whether a Default or Event of Default shall have occurred and be continuing (or any other financial ratiosubset of Defaults or Events of Default); or or (iic) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets EBITDA or Consolidated EBITDA, if anyby reference to the Available Amount), ; in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT LCA Election”), with such option to be exercised on or prior to the date of execution of the definitive agreements with respect to such Limited Condition Transaction, the date of determination of whether any such transaction action is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements with respect to such Limited Condition Transaction are entered into (the “LCT LCA Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period Test Period ending prior to the LCT LCA Test Date, the Borrower could have taken such action on the relevant LCT LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the Borrower has made an LCT LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis of the Borrower or the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or takenfluctuations; provided that however, if such any ratios improve or baskets improve increase as a result of such fluctuations, such improved ratios and/or or baskets may be utilized. If the Borrower has made an LCT LCA Election for any Limited Condition Transaction, then then, in connection with any subsequent calculation of any ratio the ratios or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary baskets on or following the relevant LCT LCA 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, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien or Liens and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)) have been consummated. (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with When calculating the availability under any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining basket or ratio under this Indenture or compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage RatioIndenture in connection with any Limited Condition Transaction, any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the Secured Leverage RatioIncurrence of Debt and the use of proceeds therefrom and the Incurrence of Liens and Restricted Payments), and determining the Total Leverage Ratio, the Interest Coverage Ratio existence of Defaults or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage Events of Consolidated Total Assets or Consolidated EBITDA, if any)Default, in each case, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination of for availability under any such test, basket or ratio and whether any such action or transaction is permitted hereunder (or any requirement or condition therefor is complied with or satisfied (including, without limitation, as to the absence of any continuing Default or Event of Default)) under this Indenture shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the Limited Condition Transaction and any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the other transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness Debt and the use of proceeds thereoftherefrom and the Incurrence of Liens and Restricted Payments) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Dateon a pro forma basis, the Borrower could 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 such ratio ratio, test or basketbasket (and any related requirements and conditions), such ratio ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied withwith (or satisfied) for all purposes under this Indenture (in the case of Debt, for example, whether such Debt is committed, issued or otherwise Incurred at the LCT Test Date or at any time thereafter); provided that compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction or any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the Incurrence of Debt and the use of proceeds therefrom and the Incurrence of Liens and Restricted Payments). (b) For the avoidance of doubt, if the Borrower Company has made an LCT Election and Election, (1) if any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in EBITDA or Consolidated Total Net Tangible Assets or Consolidated EBITDA on a consolidated basis other financial test or ratio or other metric of the Company or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or actionsuch baskets, such baskets tests or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted failed to be consummated or taken; provided that if such ratios or baskets improve have been complied with as a result of such fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of a Default or Event of Default), such improved ratios and/or baskets may requirements and conditions will not be utilized. If deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing); and (3) in calculating the Borrower has made an LCT Election for availability under any Limited Condition Transactionratio, then test or basket in connection with any subsequent calculation of any ratio action or basket availability with respect transaction unrelated to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires orexpires, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Defaultratio, Event of Default test or specified Event of Default basket shall be deemed determined or tested giving pro forma effect to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunderTransaction.

Limited Condition Transactions. (a) In connection with When calculating the availability under any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining basket or ratio under this Indenture or compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage RatioIndenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the Secured Leverage Ratioincurrence or issuance of Indebtedness, Disqualified Stock or preferred stock and the use of proceeds thereof, the Total Leverage Ratioincurrence of Liens, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if anyrepayments and Restricted Payments), in each case, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination of for availability under any such basket or ratio and whether any such action or transaction is permitted hereunder (or any requirement or condition therefor is complied with or satisfied (including, without limitation, as to the absence of any continuing Default or Event of Default)) under this Indenture shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, in respect if applicable, the date of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of an irrevocable notice, declaration of dividend notice or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the Limited Condition Transaction and any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock or preferred stock and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could incurrence of Liens, repayments and Restricted Payments) and any related pro forma adjustments, the Company, Parent 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 such ratio ratio, test or basketbasket (and any related requirements and conditions), such ratio ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with. with (or satisfied) for all purposes under this Indenture (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued or incurred at the LCT Test Date or at any time thereafter); provided, that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Company may elect, in its sole discretion, to re-determine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, tests or baskets, and (b) except as contemplated in the foregoing clause (a), compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the incurrence or issuance of Indebtedness, Disqualified Stock or preferred stock and the use of proceeds thereof, the incurrence of Liens, repayments and Restricted Payments). For the avoidance of doubt, if the Borrower Company has made an LCT Election and Election, (1) if any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in Consolidated EBITDA, Total Assets or Consolidated LTM EBITDA on a consolidated basis of Parent or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or actionsuch baskets, such baskets tests or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted failed to be consummated or taken; provided that if such ratios or baskets improve have been complied with as a result of such fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of an Default or Event of Default), such improved ratios and/or baskets may requirements and conditions will not be utilized. If deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing); and (3) in calculating the Borrower has made an LCT Election for availability under any Limited Condition Transactionratio, then test or basket in connection with any subsequent calculation of any ratio action or basket availability with respect transaction unrelated to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires orpasses, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Defaultratio, Event of Default test or specified Event of Default basket shall be deemed determined or tested giving pro forma effect to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunderTransaction.

Limited Condition Transactions. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for For purposes of (i) determining compliance with any provision of this Agreement or any other Credit Document which requires the calculation of Consolidated EBITDA, total assets, the Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, or the Interest Consolidated Fixed Charge Coverage Ratio Ratio, (ii) determining compliance with representations, warranties, Defaults or any other financial ratio; Events of Default, or (iiiii) testing availability under baskets set forth in this Agreement or any other Credit Document (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each case, in connection with a Limited Condition Transaction, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction action is permitted hereunder under this Agreement and the other Credit Documents shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (or, with respect to the incurrence of Indebtedness and Liens, the Limited Condition Transaction for which the proceeds will be used) (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect on a Pro Forma Basis to the 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) as if they had occurred at the beginning of the most recent test period Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such representation, warranty, absence of Default or Event of Default, ratio or basket, such representation, warranty, absence of Default or Event of Default, ratio or basket shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the 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 are exceeded as a result of fluctuations in any such ratio or basket, basket (including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis of Borrower or the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratios or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary baskets 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, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided ) have been consummated. Notwithstanding the foregoing, the amount of (i) any Incremental Commitments that Consolidated Interest Expense for purposes may be incurred under the Incremental Incurrence-Based Amount and (ii) any Indebtedness that may be incurred under the Ratio Incurrence-Based Amount, in each case, determined at the time of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment signing of definitive documentation with respect to such Indebtedness orto, if no such indicative interest margin existsor giving of notice with respect to, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shallTransaction may be recalculated, at the option of the Borrower, be deemed satisfied, so long as no Default, Event at the time of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunderfunding.

Limited Condition Transactions. (a) In connection with When calculating the availability under any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining Basket or ratio under this Agreement or compliance with any provision of this Agreement which requires the calculation (including, without limitation, Section 4.02 of this Agreement, satisfaction of the First Lien Leverage RatioPayment Conditions (other than as provided in the last clause of this Section), the Secured Leverage Ratio, determination of the Total Leverage Ratio, the Interest Coverage Ratio absence of any Default or Event of Default or compliance with any other financial ratio; or (ii) testing availability under baskets representations and warranties set forth herein or in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if anyany Loan Document), in each case, in connection with a Limited Condition Transaction and any actions or transactions related thereto, the date of determination for availability under any such Basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or Event of Default and compliance with any representations and warranties)) hereunder shall, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, which in respect the case of any transaction described in clause (ii) prepayment, redemption or offer to purchase Indebtedness or Equity Interests may be the date of the definition irrevocable notice of “Limited Condition Transaction,” delivery prepayment or redemption or transmittal of irrevocable noticeoffer to purchase) (and, declaration if any relevant calculations are made on the LCT Test Date, recalculated, at the option of dividend or similar event)the Company, and not at the time of consummation of such Limited Condition Transaction for funding or (yconsummation) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, on a Pro Forma Basis after giving pro forma effect to the Limited Condition Transaction and the other any actions or transactions to be entered into in connection therewith related thereto (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Dateand any related pro forma adjustments, the Borrower could Company or any 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 such ratio ratio, test or basketBasket (and any related requirements and conditions), such ratio ratio, test or basket Basket (and any related requirements and conditions) shall be deemed to have been complied with. with (bor satisfied) for all purposes; provided, that compliance with such ratios, tests or Baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date. For the avoidance of doubt, (x) if the Borrower has made an LCT Election and any of the such Baskets, tests or ratios or baskets for which compliance was determined or tested as of the LCT Test Date are would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such Basket, test or ratio or basket, (including due to fluctuations in the Borrowing Base or in Consolidated EBITDA or Consolidated Total Assets or Consolidated EBITDA on a consolidated basis of the Company or the Person subject to such Limited Condition Transaction, ) subsequent to such date of determination and at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets 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 fluctuations, (y) if any related requirements and conditions (including as to the absence of any Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of any Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing, solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any applicable Limited Condition TransactionTransaction and any actions or transactions related thereto (including any incurrence of Indebtedness and the use of proceeds thereof) are permitted hereunder) and (z) in calculating the availability under any ratio, then test or Basket in connection with any subsequent calculation of any ratio action or basket availability with respect transaction unrelated to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated consummated, any such ratio, test or Basket shall be determined or tested both with and without giving effect to such Limited Condition Transaction and any actions or transactions related thereto on a Pro Forma Basis (including any incurrence of Indebtedness and the use of proceeds thereof) and any related pro forma adjustments unless the definitive agreement (or notice) for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminatedrescinded) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use Company or applicable Restricted Subsidiary must be able to satisfy the relevant tests on both bases. Notwithstanding anything to the contrary, this Section 1.08 shall not apply to any determination of proceeds thereof; provided that Consolidated Interest Expense (a) the satisfaction of the conditions precedent in Section 4.02 of any Lender to honor any Request for Credit Extension or (b)(x) if any Loans are outstanding (determined both immediately before and after giving effect to such Acquisition), Excess Availability for the purposes of satisfying the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in Payment Conditions, or (y) if any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes Letters of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction Credit are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken issued in connection with such Acquisition, Excess Availability for the purposes of satisfying the Payment Conditions; provided that, in any event, Excess Availability for the purposes of satisfying the Payment Conditions shall not be determined more than 90 days prior to funding or consummation of any Limited Condition Transaction is permitted hereunderTransaction.

Limited Condition Transactions. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of any financial ratio or test, (ii) determining the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio accuracy of representations and warranties in Section 8 and/or whether a Default or any other financial ratio; Event of Default shall have occurred and be continuing under Section 11 or (iiiii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets Adjusted EBITDA or Consolidated EBITDA, if anyTotal Assets), in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction action is permitted hereunder shall be deemed to be at the option of the Borrower, (i) the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect or the date of the effectiveness of any transaction described in clause documentation or agreement with a substantially similar effect as a binding acquisition agreement), (ii) of at the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend time that binding commitments to provide any debt contemplated or similar event), and not incurred in connection therewith are provided or at the time such debt is incurred or (iii) at the time of the consummation of such the relevant Limited Condition Transaction or Acquisition (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction“LCT Test Date”), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect Pro Forma Effect to the 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) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test DateTransaction, the Borrower or any of its Restricted Subsidiaries could have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the Borrower has made an LCT Election and and, following the LCT Test Date, any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded could have failed to have been satisfied as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in Consolidated Adjusted EBITDA, Consolidated Interest Expense or Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or following the Person subject to such Limited Condition Transaction, LCT Test Date but at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets baskets, tests or ratios will not be deemed to have failed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve satisfied as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio event or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following transaction occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires orpasses, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving Pro Forma Effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio ratio, test or basket shall be tested by calculating the availability under such ratio or basket required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to until such Indebtedness or, if no such indicative interest margin exists, time as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to has actually closed or the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection definitive agreement with such Limited Condition Transaction is permitted hereunderrespect thereto has been terminated.

Limited Condition Transactions. (a) In Notwithstanding anything in this Agreement or any Loan Document to the contrary, in connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of (ia) determining compliance with any provision of this Agreement which that requires the calculation of the Senior Secured First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Leverage Ratio, Ratio or the Interest Coverage Ratio Ratio, (b) determining whether a Default or any other financial ratio; Event of Default shall have occurred and be continuing or (iic) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets EBITDA or Consolidated EBITDA, if anyby reference to the Available Amount or the Available Equity Amount) (but in any event not in connection with determining whether the conditions precedent to Borrowing under Section 4.02 have been satisfied), in each case, case at the option of the Borrower Holdings (the BorrowerHoldings’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), with such option to be exercised on or prior to the date of execution of the definitive agreements with respect to such Limited Condition Transaction, the date of determination of whether any such transaction is action shall be permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to the such Limited Condition Transaction and the other transactions Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period applicable Test Period ending prior to the LCT Test Date, Holdings or the Borrower applicable Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with such ratio or basketratios and provisions, such ratio or basket ratios and provisions shall be deemed to have been complied with. (b) . For the avoidance of doubt, (x) if the Borrower has made an LCT Election and any of the such ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or basket, basket (including due to fluctuations in Consolidated Total Assets EBITDA of Holdings and its Restricted Subsidiaries or fluctuations in Consolidated EBITDA on a consolidated basis or of the Person subject to such target of any Limited Condition Transaction, ) 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 exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action Limited Condition Transaction is permitted to be consummated or taken; provided that if hereunder and (y) such ratios or baskets improve as a result and other provisions shall not be tested at the time of consummation of such fluctuations, such improved ratios and/or baskets may be utilizedLimited Condition Transaction or related Specified Transactions. If the a Co-Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or any other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary Specified Transaction on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement agreements for such Limited Condition Transaction is are terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) expire without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions Specified Transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to ) have been consummated until such Indebtedness or, if no such indicative interest margin exists, time as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to has actually closed or the consummation of such Limited Condition Transaction, any such Default, Event of Default definitive agreements with respect thereto have been terminated or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunderexpire.

Limited Condition Transactions. (a) In connection with any action being taken in connection with a Limited Condition Transaction, Transaction for purposes of determining: (ia) determining compliance with any provision of this Agreement which requires the calculation of the relevant ratios (including the Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio and Consolidated Fixed Charge Coverage Ratio), the Interest Coverage Ratio or any other financial ratio; or (ii) Consolidated Net Income, Consolidated EBITDA and testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets EBITDA) with respect to the incurrence of any Indebtedness or Consolidated EBITDALiens, if anythe making of any Permitted Acquisitions or similar Investments, Restricted Payments (including, without limitation, any payment or prepayment of Subordinated Debt subject to Section 8.06), asset sales or other sales or Dispositions of assets or fundamental changes, any designation of Unrestricted Subsidiaries and any Subsidiary Redesignation, or (b) compliance with representations and warranties or whether a Default or Event of Default exists in connection with any of the foregoing (in each case, other than with respect to any Credit Extension), at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT LCA Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) that the definitive agreement for such Limited Condition Transaction is entered into or the date that such Limited Condition Transaction is declared (orthe “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in respect of any transaction described each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in clause (ii) of the definition of “Limited Condition TransactionPro Forma Basis,” delivery Consolidated EBITDA or “Consolidated Net Income”. For the avoidance of irrevocable noticedoubt, declaration of dividend if the Borrower makes an LCA Election, (a) any fluctuation or similar event)change in the Consolidated First Lien Net Leverage Ratio, and not at Consolidated Senior Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio, Consolidated Fixed Charge Coverage Ratio, Consolidated Net Income and/or Consolidated EBITDA, from the time Transaction Agreement Date to the date of consummation of such Limited Condition Transaction will not be taken into account for purposes of determining whether any Indebtedness or (y) solely Lien that is being incurred in connection with an acquisition such Limited Condition Transaction is permitted to which be incurred, or whether any other transaction undertaken in connection with such Limited Condition Transaction by the United Kingdom City Code on Takeovers Borrower or any of its Subsidiaries complies with the Credit Documents and Mergers applies (b) after the Transaction Agreement Date and until such Limited Condition Transaction is consummated or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) definitive agreements in respect of a target of thereof are terminated or expire, such acquisition, and if, after giving pro forma effect to the Limited Condition Transaction and the other all transactions proposed to be entered into undertaken in connection therewith (including without limitation the incurrence of Indebtedness and Liens) will be given Pro Forma Effect as if they occurred at the beginning of the most recently ended Measurement Period when determining compliance of other transactions (including without limitation the incurrence of Indebtedness and Liens unrelated to such Limited Condition Transaction) that are consummated after the Transaction Agreement Date and on or prior to the date of consummation of such Limited Condition Transaction and any such transactions (including without limitation any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall will be deemed to have been complied with. (b) For occurred on the avoidance Transaction Agreement Date and be outstanding thereafter for purposes of doubt, if the Borrower has made an LCT Election and calculating any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether under the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If Credit Documents after the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Transaction Agreement Date and prior to the earlier of before the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisition, any such ratio Transaction (or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction in respect thereof are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default terminated or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunderexpire).

Limited Condition Transactions. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio or and/or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause clauses (iib) or (c) of the definition of “a Limited Condition Transaction,” , delivery of irrevocable notice, declaration of dividend notice or similar event) (such date, the “LCT Test Date”), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the 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) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) For the avoidance of doubt, if the 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 are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis of Holdings or the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of Holdings or the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of (x) the date on which such Limited Condition Transaction is consummated or the (y) definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event notice is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminatedexpires) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered intoLTC Test Date. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.101.15, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into LTC Test Date and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with When calculating the availability under any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining basket or ratio under this Indenture or compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage RatioIndenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the Secured Leverage Ratioincurrence or issuance of Indebtedness, and the use of proceeds thereof, the Total Leverage Ratioincurrence of Liens, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDArepayments, if anyRestricted Payments and Asset Sales), in each case, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination of for availability under any such basket or ratio and whether any such action or transaction is permitted hereunder (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default)) under this Indenture shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, in respect if applicable, the date of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of an irrevocable notice, declaration of dividend a Restricted Payment, the making of a Restricted Payment or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction)each case, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, 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 related thereto (including any acquisitions, Investments, the incurrence or issuance of Indebtedness Indebtedness, and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and any related pro forma adjustments (disregarding for the purposes of such pro forma calculation any borrowing under any revolving credit facility) and at the election of the Company, any other acquisition or similar Investment, Restricted Payment or Asset Sale that has not been consummated but with respect to which the Company has elected to test any applicable condition prior to the date of consummation in accordance with this paragraph, as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Daterecently completed four fiscal quarter period, the Borrower Company or any of its Restricted Subsidiaries could have taken such action actions or consummated such transactions on the relevant LCT Test Date in compliance with such ratio ratio, test or basketbasket (and any related requirements and conditions), such ratio ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with. with (or satisfied) for all purposes (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued or incurred at the LCT Test Date or at any time thereafter); provided that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Company may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, tests or baskets and (b) except as contemplated in the foregoing clause (a), compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness, and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales). For the avoidance of doubt, if the Borrower Company has made an LCT Election and Election, (1) if any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis total assets of the Company or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or actionsuch baskets, 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 solely (provided, for purposes the avoidance of determining whether doubt, that the relevant transaction Company or action is permitted any Restricted Subsidiary may rely upon any improvement in any such ratio, test or basket availability); (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of a Default or an Event of Default), such requirements and conditions will not be deemed to have been failed to be consummated complied with or takensatisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing); provided that if such ratios and (3) in calculating the availability under any ratio, test or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then basket in connection with any subsequent calculation of any ratio action or basket availability with respect transaction unrelated to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires orpasses, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio ratio, test or basket shall be determined or tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming giving pro forma effect to such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien debt and the use of proceeds thereof (but without netting the cash proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)) had been consummated. (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (ai) In connection compliance with any action being taken financial ratio or test (including any Consolidated Leverage Ratio test or any Consolidated Interest Coverage Ratio test), (ii) the absence of a Default or an Event of Default, or (iii) a determination as to whether the representations and warranties contained in Article II and Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect), in each case in connection with the consummation of a Limited Condition Transaction, for purposes the determination of (i) determining compliance with any provision of this Agreement which requires whether the calculation relevant condition is satisfied may be made, at the election of the First Lien Leverage RatioCompany, (A) in the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio case of a Permitted Acquisition or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any)Investment, in each casecase that is a Limited Condition Transaction, at upon either (1) the option execution of the Borrower definitive agreement with respect to such Permitted Acquisition or other Investment, or (2) the consummation of such Permitted Acquisition or other Investment and (B) in the case of any repayment, redemption, repurchase or other discharge of any Indebtedness, in each case that is a Limited Condition Transaction, upon either (1) delivery of notice with respect to such payment, redemption, repurchase or other discharge, or (2) the making of such payment, redemption, repurchase or discharge (the Borrower’s election dates referred to exercise such option in clauses (A)(1) and (B)(1) above, each a “LCT Test Date”), after giving effect to the relevant Limited Condition Transaction and related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date : (the “LCT Test Date”), (xw) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described conditions set forth in clause (iie) of the proviso to the definition of “Limited Condition Transaction,Permitted Acquisition” delivery or clause (x) of irrevocable notice, declaration the proviso to Section 7.14(b) shall be satisfied if (I) no Default or Event of dividend or similar event)Default shall have occurred and be continuing as of the applicable LCT Test Date, and not (II) no Specified Event of Default shall have occurred and be continuing at the time of consummation of such Limited Condition Transaction or Transaction; (yx) solely if the proceeds of an increase in connection with an acquisition the Revolving Facility pursuant to which Section 2.02(g)(i) are being used to finance such Limited Condition Transaction, then (I) the United Kingdom City Code on Takeovers and Mergers applies (or similar law condition set forth in another jurisdiction), Section 2.02(g)(i)(E)(2)(x) shall be required to be satisfied at the date on which a “Rule 2.7 announcement” time of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect closing of a target of such acquisition, and if, after giving pro forma effect to the Limited Condition Transaction and funding of such increase but may be subject to customary “SunGard” or “certain funds” conditionality and the representations and warranties required may be limited to customary “specified representations” and such other transactions representations and warranties as may be required by the applicable lenders providing such increase, and (II) the conditions set forth in Section 2.02(g)(i)(B) and Section 2.02(g)(i)(E)(2)(y) shall, if and to the extent the lenders providing such increase so agree, be satisfied if (x) no Default or Event of Default shall have occurred and be continuing as of the applicable LCT Test Date, and (y) no Specified Event of Default shall have occurred and be continuing at the time of the funding of such increase in connection with the consummation of such Limited Condition Transaction; (y) if the proceeds of an Incremental Term Facility pursuant to Section 2.02(g)(ii) are being used to finance such Limited Condition Transaction, then (I) the conditions set forth in Section 2.02(g)(ii)(H)(2)(x) and Section 4.02(a) shall be required to be entered into satisfied at the time of closing of the Limited Condition Transaction and funding of such Incremental Term Facility but may be subject to customary “SunGard” or “certain funds” conditionality and the representations and warranties required may be limited to customary “specified representations” and such other representations and warranties as may be required by the applicable lenders providing such Incremental Term Facility, and (II) the conditions set forth in Section 2.02(g)(ii)(D), Section 2.02(g)(ii)(H)(2)(y) and Section 4.02(b) shall, if and to the extent the lenders providing such Incremental Term Facility so agree, be satisfied if (x) no Default or Event of Default shall have occurred and be continuing as of the applicable LCT Test Date, and (y) no Specified Event of Default shall have occurred and be continuing at the time of the funding of such Incremental Term Facility in connection therewith with the consummation of such Limited Condition Transaction; and (including z) such Limited Condition Transaction and the related Indebtedness to be incurred (and any incurrence of Indebtedness associated Lien) and the use of proceeds thereofthereof (and the consummation of any Permitted Acquisition or Investment) as if they had occurred shall be deemed incurred and/or applied at the beginning of the most recent test period ending prior to the LCT Test DateDate (until such time as the Indebtedness is actually incurred or the applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Transaction) and outstanding thereafter for purposes of Pro Forma Compliance (other than for purposes of determining Pro Forma Compliance in connection with the making of any Restricted Payment or the prepayment of any Junior Debt) with any applicable calculation of the financial covenants set forth in Section 7.11 (it being understood and agreed that with respect to any such ratio test or basket to be used to effect a Restricted Payment or a prepayment of Junior Debt, the Borrower could have taken such action on the relevant LCT Test Date in Company shall demonstrate compliance with the applicable test both after giving effect to the applicable Limited Condition Transaction and assuming that such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) transaction had not occurred). For the avoidance of doubt, if the Borrower has made an LCT Election and any of the such ratios or baskets amounts for which compliance was determined or tested as of the LCT Test Date are thereafter exceeded as a result of fluctuations in any such ratio or basket, amount (including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or the Person subject to such Limited Condition TransactionEBITDA), at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets ratios or ratios amounts will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action Limited Condition Transaction is permitted to be consummated or taken; provided that if such ratios or baskets improve . Except as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then set forth in clause (y) above in connection with any subsequent calculation the use of any ratio or basket availability the proceeds of an Incremental Term Facility to finance a Limited Condition Transaction (and, in the case of such clause (y), only if and to the extent the lenders providing such Incremental Term Facility so agree as provided in such clause (y)), it is understood and agreed that this Section 1.03(e) shall not limit the conditions set forth in Section 4.02 with respect to the incurrence of Indebtedness or Liensany proposed Credit Extension, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default Transaction or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunderotherwise.

Limited Condition Transactions. In the case of the incurrence of any Indebtedness (aexcluding, for the avoidance of doubt, Indebtedness under the Revolving Credit Facility and the Term Facilities but including any Incremental Term Loans) In connection with or Liens or the making of any action being taken Permitted Acquisitions or other Investments, Restricted Payments, prepayments of certain specified Indebtedness or Dispositions in connection with a Limited Condition Transaction, for purposes notwithstanding anything to the contrary herein, at the Borrower’s option, the relevant ratios, baskets (including the applicable Reference Period used to determine the basket under Section 2.16(a)), representations and warranties shall be determined, and any Default or Event of Default condition shall be tested, as of (i) determining compliance with any provision in the case of this Agreement which requires the calculation of the First Lien Leverage Ratioa Limited Condition Acquisition, the Secured Leverage Ratio, date the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or definitive acquisition agreements for such Limited Condition Acquisition are entered into and (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage the case of Consolidated Total Assets any redemption or Consolidated EBITDArepayment of Indebtedness requiring irrevocable advance notice or any irrevocable offer to purchase Indebtedness that is not subject to obtaining financing, if any)the date of such irrevocable advance notice or irrevocable offer, and in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to calculated as if the Limited Condition Transaction and the other transactions to be entered into pro forma events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could have taken were consummated on such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) For the avoidance of doubt, date; provided that if the Borrower has made such an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basketelection, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent the calculation of any ratio or basket availability with respect to the incurrence of Indebtedness (including any Incremental Facilities) or Liens, or the making of any Permitted Acquisition or other Investments, Restricted Payments, mergers, the conveyance, lease prepayments of certain specified Indebtedness or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary Dispositions on or following the relevant LCT Test Date such date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction Acquisition and other transactions pro forma events in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)Indebtedness) have been consummated. (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with Notwithstanding anything in this Agreement or any action being taken in connection with a Limited Condition Transactionother Loan Document to the contrary, for purposes of of: (i) determining compliance with any provision of this Agreement (other than Section 6.10) which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Interest Coverage Ratio, the Total Leverage Ratio, the Interest Coverage Secured Leverage Ratio or any other financial ratio; or the First Lien Leverage Ratio; (ii) determining the accuracy of representations and warranties and/or whether a Default or Event of Default (or any subset of Defaults or Events of Default) has occurred, is continuing or would result from an action; or (iii) testing availability under baskets set forth in this Agreement (including any baskets based on, or measured as as, a percentage of Consolidated EBITDA or Consolidated Total Assets or Consolidated EBITDA, if anyby reference to the Available Amount or the Available Equity Amount) (including the incurrence of any Incremental Facility), ; in each case, in connection with a Limited Condition Transaction, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any with such transaction is permitted hereunder shall be deemed LCT Election to be made on or prior to (a) in the date (the “LCT Test Date”), (x) the definitive agreement for such case of any Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (iia) of the definition of “Limited Condition Transaction,” the date of execution of, at the option of the Borrower, the definitive agreement or a letter of intent related to such Limited Condition Transaction, or (b) with respect to any Limited Condition Transaction described in clause (b) or (c) of the definition of “Limited Condition Transaction,” the date of delivery of irrevocable noticenotice with respect thereto (provided that, declaration of dividend or similar eventin each case, the Borrower may subsequently elect to rescind such LCT Election), and not at the time date of consummation determination of whether any such Limited Condition Transaction (including any Specified Transaction or (y) solely other action in connection with an acquisition therewith) is permitted hereunder shall be deemed to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), be the date on which the definitive agreement or a letter of intent for such Limited Condition Transaction are entered into or the date of delivery of irrevocable notice with respect to such Limited Condition Transaction, as applicable (the “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public OfferLCT Test Date”) in respect of a target of such acquisition), and if, after giving pro forma effect Pro Forma Effect to the Limited Condition Transaction Transaction, the Specified Transactions and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. ; provided that, if financial statements for one or more subsequent fiscal quarters or fiscal years, as applicable, shall have become available prior to the consummation of the applicable Limited Condition Transaction, the Borrower may elect, in its sole discretion, to re-determine availability under any applicable ratio, test or basket for purposes of clause (bi) and (iii) above on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date with respect to such ratio, test or basket for purposes of clause (i) and (iii) above. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) 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 Indebtedness) are exceeded not satisfied as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis of the Borrower or the Person subject to such 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 exceeded unsatisfied as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or takenfluctuations; provided that provided, however, if such any ratios or baskets improve as a result of such fluctuations, such improved ratios and/or or baskets may be utilizedutilized and (y) such ratios and other provisions need not be tested again at the time of consummation of such Limited Condition Transaction or related Specified Transactions. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or any other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary Specified Transaction 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 agreement, letter of intent or notice, as applicable, for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien or Liens and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)) have been consummated. (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. Notwithstanding anything in this Indenture to the contrary, when (ai) In calculating any applicable ratio in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Asset Sale, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as restricted or unrestricted, the repayment of Indebtedness or for any other purpose, (ii) determining whether any Default or Event of Default has occurred, is continuing or would result from any action, or (iii) determining compliance with any representations and warranties and any other condition precedent to any action being taken or transaction, in each case of clauses (i) through (iii) in connection with a Limited Condition Transaction, for purposes the date of (i) determining compliance with determination of such ratio, whether any provision Default or Event of this Agreement which requires Default has occurred, is continuing or would result therefrom, or the calculation satisfaction of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each casecondition precedent shall, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an a “LCT Transaction Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (of declaration of such Restricted Payment or the “LCT Test Date”), (x) date that the definitive agreement for such Limited Condition Transaction Restricted Payment, Investment, acquisition, Asset Sale or Incurrence, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction)into, the date on which a “Rule 2.7 announcement” public announcement of a firm an intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a the target of such acquisitionacquisition or Investment or the date of such notice, and ifwhich may be conditional, of such repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock is given to the holders of such Indebtedness, Disqualified Stock or Preferred Stock (any such date, the “Transaction Test Date”). If on a pro forma basis after giving pro forma effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) ), with such ratios, absence of defaults, satisfaction of conditions precedent and other provisions calculated as if they such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent test period ending of four consecutive fiscal quarters of the Company ended on or prior to the LCT Test Datesuch time (taken as one accounting period) in respect of which internal financial statements for each quarter or fiscal year in such period are available, the Borrower Company could have taken such action on the relevant LCT Transaction Test Date in compliance with such ratio the applicable ratios or basketother provisions, such ratio or basket provisions shall be deemed to have been complied with. (b) . For the avoidance of doubt, (i) if the Borrower has made an LCT Election and any of the ratios such ratios, absence of defaults, satisfaction of conditions precedent or baskets for which compliance was determined or tested as of the LCT Test Date other provisions are exceeded or breached as a result of fluctuations in any such ratio or basket, (including due to fluctuations in Consolidated Total Assets EBITDA), a change in facts and circumstances or Consolidated EBITDA on a consolidated basis or the Person subject to such Limited Condition Transaction, other provisions at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets or ratios ratios, absence of defaults, satisfaction of conditions precedent and other provisions will not be deemed to have been exceeded exceeded, breached, or otherwise failed to have been satisfied as a result of such fluctuations or changed circumstances solely for purposes of determining whether the relevant transaction or action Limited Condition Transaction and any related transactions is permitted to be consummated or taken; provided that if hereunder and (ii) such ratios or baskets improve as a result and compliance with such conditions shall not be tested at the time of consummation of such fluctuations, such improved ratios and/or baskets may be utilizedLimited Condition Transaction or related transactions. If the Borrower Company has made an LCT a Transaction Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness any other Limited Condition Transaction or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary otherwise on or following the relevant LCT Transaction Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence Incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that ) have been consummated. For purposes of any calculation pursuant to this paragraph of the Fixed Charge Coverage Ratio, Consolidated Interest Expense for purposes of the Interest Coverage Ratio will may be calculated using an assumed interest rate for the Indebtedness to be Incurred in connection with such Limited Condition Transaction based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower Company in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection For purposes of determining compliance on a Pro Forma Basis with any action being taken Consolidated Total Net Leverage Ratio or any other basket based on Consolidated EBITDA or total assets, or whether a Potential Default or Event of Default has occurred and is continuing, in each case in connection with the consummation of a Limited Condition Transaction, for purposes the date of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each casedetermination shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) time the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, in respect of any transaction described in clause (iithe “LCA Test Date”) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of after giving effect to such Limited Condition Transaction or on a Pro Forma Basis (y) solely provided that notwithstanding the foregoing, in connection with an acquisition to which the United Kingdom City Code on Takeovers all cases no Specified Event of Default shall have occurred and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, be continuing after giving pro forma effect to the Limited Condition Transaction such Acquisition) and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending recently completed Measurement Period then ended prior to the LCT LCA Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basketand, such ratio or basket shall be deemed to have been complied with. (b) For for the avoidance of doubt, if the Borrower has made an LCT Election and any of the such ratios or baskets for which compliance was determined or tested as of the LCT Test Date amounts are exceeded as a result of fluctuations in any such ratio or basket, amount including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis of Holdings or the Person person subject to such Limited Condition Transactionacquisition, at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action Limited Condition Transaction is permitted to be consummated or takenconsummated; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation elects to have such determinations occur at the time of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergersentry into such definitive agreement, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction and the Incremental Term Loan to be incurred (and any associated Lien) and the use of proceeds thereof (and the consummation of the applicable Acquisition) shall be deemed incurred and/or applied at the time of such election (until such time as the Incremental Term Loan is consummated actually incurred or the definitive applicable acquisition agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, without actually consummating the irrevocable notice, declaration applicable Acquisition) and outstanding thereafter for purposes of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket determining compliance on a Pro Forma Basis assuming such Limited Condition Transaction with any applicable Consolidated Total Net Leverage Ratio or any other financial covenant or ratio basket or calculation of total assets, as the case may be (it being understood and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided agreed that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to any such Indebtedness orratio test or basket (even if unrelated to determining whether such Acquisition is a Permitted Acquisition), if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining shall demonstrate compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for applicable test both after giving effect to the applicable Limited Condition Transaction were entered into and prior to assuming that such transaction had not occurred). Notwithstanding the foregoing, it is understood and agreed that (a) in the event the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction shall not have occurred on or prior to the date that is permitted hereunderone hundred eighty (180) days following the signing of the definitive agreement therefore, such transaction shall no longer constitute a Limited Condition Transaction for any purpose hereunder and (b) in no event will any Incremental Revolving Credit Commitment be subject to the Limited Condition Transaction provisions of this Section 1.5 and Section 5.17.

Limited Condition Transactions. (a) In connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of : (ia) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Consolidated Interest Coverage Ratio, the Secured Consolidated Total Net Leverage Ratio and/or the Consolidated First Lien Net Leverage Ratio, ; (b) determining the Total Leverage Ratio, the Interest Coverage Ratio accuracy of representations and warranties and/or whether a Default or Event of Default shall have occurred and be continuing (or any subset of Defaults or Events of Default) (other financial ratiothan the for the purposes determining compliance with Section 4.02 in respect of any Credit Extension under the Revolving Credit Facility); or or (iic) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or Total Assets or Consolidated EBITDA, if anyby reference to the Cumulative Credit), ; in each case, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), with such option to be exercised on or prior to the date of execution of the definitive agreements related to such Limited Condition Transaction, the date of determination of whether any such transaction action is permitted hereunder hereunder, shall be deemed to be the date (the “LCT Test Date”), (x) the date the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, in respect if applicable, a binding offer or launch of any transaction described in clause (ii) of the definition of a “Limited Condition Transaction,certain funds” delivery of irrevocable notice, declaration of dividend or similar eventtender offer), and not at the time of consummation of irrevocable notice or declaration with respect to such Limited Condition Transaction are entered into, provided or made, as applicable or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law or practice in another jurisdictionother jurisdictions), the date on which a “Rule 2.7 announcement” of a firm intention intends to make an offer (or equivalent similar announcement or determination in another jurisdiction) (a “Public Offer”) jurisdiction subject to laws similar to the United Kingdom City Code on Takeovers and Mergers in respect of a target of such acquisitiona Limited Condition Transaction (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period Test Period ending prior to the LCT Test Date, the Borrower Company could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the Borrower has Company had made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA or Total Assets or Consolidated EBITDA on a consolidated basis of the Company or the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or takenfluctuations; provided that provided, however, (a) if such any ratios or financial metrics improve or baskets improve increase as a result of such fluctuations, such improved ratios and/or ratios, financial metrics or baskets may be utilizedutilized and (b) Consolidated Interest Expense with respect to any Indebtedness expected to be incurred in connection with such Limited Condition Transaction will, for purposes of the Consolidated Interest Coverage Ratio, be calculated using an assumed interest rate based on indicative interest margin contained in the available documentation therefor (giving effect to any step-up or margin caps, but without giving effect to any increases as a result of “market flex”), or if no such indicative interest margin exists, as determined by the Company in good faith. If the Borrower Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect the incurrence ratios subject to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary LCT Election 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, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien or Liens and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)) have been consummated. (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with any action being taken in connection with a Limited Condition Transaction (including any incurrence or assumption of Indebtedness and the use of proceeds thereof, the incurrence or assumption of any Liens or the making of any Investments, Restricted Payments or fundamental changes, the repayment of any Indebtedness for which an irrevocable notice of prepayment or redemption is required or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries in connection with a Permitted Acquisition or permitted Investment, in each case, in connection with such Limited Condition Transaction), for purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Senior Secured Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or and/or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” if applicable, delivery of irrevocable notice, declaration of dividend notice or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or assumption of Indebtedness and the use of proceeds thereof, the incurrence or assumption of any Liens or the making of any Investments, Restricted Payments or fundamental changes, the repayment of any Indebtedness for which an irrevocable notice of prepayment or redemption is required or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries in connection with a Permitted Acquisition or permitted Investment, in each case, in connection with such Limited Condition Transaction) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) For the avoidance of doubt, if the 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 are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis of the Borrower or the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event notice is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense Charges for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into, irrevocable prepayment or redemption notices are provided to the applicable holders or a Public Offer is made, as applicable. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.101.12, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. Notwithstanding anything in this Agreement or any Loan Document to the contrary when (ai) In calculating any applicable ratio or financial test or determining whether any Default or Event of Default has occurred, is continuing or would result from any action, in each case, pursuant to Section 7.2, Section 7.3, Section 7.5, Section 7.6 or Section 7.7 in connection with the incurrence of Indebtedness, the creation of Liens, the making of any action being taken Disposition, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as restricted or unrestricted or the repayment of Indebtedness (each, a “Specified Transaction”) or (ii) determining the accuracy of any representation or warranty, in each case of clauses (i) and (ii) in connection with a Limited Condition Transaction, for purposes the date of (i) determining compliance with any provision determination of this Agreement which requires the calculation of the First Lien Leverage Ratiosuch ratio or financial test, the Secured Leverage Ratioaccuracy of such representation or warranty (but taking into account any earlier date specified therein) or whether any Default or Event of Default has occurred, the Total Leverage Ratio, the Interest Coverage Ratio is continuing or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each casewould result therefrom shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition TransactionAcquisition, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code . If on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, Pro Forma Basis after giving pro forma 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, financial tests, representations and warranties and absence of defaults are calculated as if they such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent test period Reference Period ending prior to the LCT Test DateDate for which financial statements are available, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio the applicable ratios or basketother provisions, such ratio or basket provisions shall be deemed to have been complied with. (b) . For the avoidance of doubt, (i) if the 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 or tested as absence of the LCT Test Date defaults are exceeded or breached as a result of fluctuations in any such ratio or basket, (including due to fluctuations in Consolidated Total Assets EBITDA), a change in facts and circumstances or Consolidated EBITDA on a consolidated basis or the Person subject to such Limited Condition Transaction, other provisions at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets or ratios ratios, representations and warranties and absence of defaults will not be deemed to have been exceeded exceeded, breached, or otherwise failed as a result of such fluctuations or changed circumstances solely for purposes of determining whether the relevant transaction or action Limited Condition Transaction and any related transactions is permitted to be consummated or taken; provided that if hereunder and (ii) such ratios or baskets improve as a result and compliance with such conditions shall not be tested at the time of consummation of such fluctuations, such improved ratios and/or baskets may be utilizedLimited Condition Transaction or related Specified Transactions. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any subsequent acquisition or Investment that the incurrence of Indebtedness Borrower or Liens, or the making of a Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary is contractually committed to consummate on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis both (i) assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any associated Lien incurrence of Indebtedness and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)) have not been consummated . (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. Notwithstanding anything to the contrary in this Agreement, to the extent that the terms of this Agreement require (a) In compliance with any financial ratio or test and/or the amount of Consolidated EBITDA or Consolidated Total Net Assets or (b) the absence of a Default or Event of Default (or any type of default or event of default) in each case as a condition to the consummation of any transaction in connection with any action being taken Permitted Acquisition or similar Investment whose consummation is not conditioned on the availability of, or on obtaining, third party financing (including the assumption or incurrence of Indebtedness in connection with therewith, including without limitation, Indebtedness incurred pursuant to Section 2.08(d)) (any such action, a “Limited Condition Transaction, for purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio”), the Secured Leverage Ratio, determination of whether the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each caserelevant condition is satisfied may be made, at the option election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an a “LCT Election”), in the date case of determination any Limited Condition Transaction, at the time of whether any (or on the basis of the financial statements for the most recently ended fiscal quarter at the time of) either (x) the execution of the definitive agreement with respect to such transaction is permitted hereunder shall be deemed to be Permitted Acquisition or Investment or (y) the date consummation of such Permitted Acquisition or Investment (such applicable date, the “LCT Test Date”), (x) in each case, after giving effect to the definitive agreement for such relevant Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the 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) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) For the avoidance of doubt, if the 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 are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilizedPro Forma Basis. If the Borrower has made an a LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation determination of compliance with any financial ratio or basket availability test and/or the amount of Consolidated EBITDA or Consolidated Total Net Assets with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary Liens on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, compliance with any such financial ratio or basket test and/or the amount of Consolidated EBITDA or Consolidated Total Net Assets shall be tested by calculating the availability under such financial ratio or basket test and/or the amount of Consolidated EBITDA or Consolidated Total Net Assets, as applicable, on a Pro Forma Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. Notwithstanding anything in this Indenture or any Notes Document to the contrary, when calculating any applicable ratio, the amount or availability of the Incremental Cap, the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA or total assets, or determining other compliance with this Indenture (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes including the determination of (i) determining compliance with any provision of this Agreement Indenture which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with the calculation consummation of a Limited Condition Transaction, the date of determination of such ratio, the amount or availability of the First Lien Leverage RatioIncremental Cap, the Secured Leverage Ratio, amount or availability of the Total Leverage Ratio, the Interest Coverage Ratio Available Amount or any other financial ratio; basket based on Consolidated EBITDA or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage total assets, and determination of Consolidated Total Assets whether any Default or Consolidated EBITDAEvent of Default has occurred, if any), in each caseis continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower Issuer (the BorrowerIssuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, in respect of any transaction described in clause (iib) of the definition of “Limited Condition Transaction,” , delivery of irrevocable notice, declaration of dividend notice or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a the “Public OfferLCT Test Date”) in respect of a target of such acquisition, and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to the such Limited Condition Transaction and the other transactions Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period applicable Test Period ending prior to the LCT Test Date, the Borrower Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basketratios and provisions, such ratio or basket provisions shall be deemed to have been complied with. (b) ; provided that at the option of the Issuer, the relevant ratios and baskets may be recalculated at the time of consummation of such Limited Condition Transaction. For the avoidance of doubt, (x) if the Borrower has made an LCT Election and any of the such ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, basket (including due to fluctuations in Consolidated Total Assets EBITDA of the Issuer and its Subsidiaries or Consolidated EBITDA on a consolidated basis or fluctuations of the Person subject to such target of any Limited Condition Transaction, ) 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action Limited Condition Transaction is permitted to be consummated or taken; provided that if hereunder and (y) such ratios or baskets improve as a result and other provisions shall not be tested at the time of consummation of such fluctuations, such improved ratios and/or baskets may be utilizedLimited Condition Transaction or related Specified Transactions. If the Borrower Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or any other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary Specified Transaction on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction (or, if applicable, the irrevocable notice, declaration of dividend notice or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisitionexpires), any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to ) have been consummated until such Indebtedness or, if no such indicative interest margin exists, time as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to has actually closed or the consummation of such Limited Condition Transaction, any such Default, Event of Default definitive agreement with respect thereto has been terminated or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunderexpires.

Limited Condition Transactions. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with (a) any provision representation, warranty or absence of Default or Event of Default requirement or (b) any financial test or covenant contained in this Agreement during any period which requires the calculation of any of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each caseforegoing ratios, at the option of the BVI Borrower (the BVI Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Limited Condition Election”), ) the date of determination of whether for any such transaction is permitted hereunder compliance shall be deemed to be (i) the date (the “LCT Test Date”), (x) the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, in respect of any transaction described in clause or (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of if such Limited Condition Transaction or is not consummated within 120 days following such date in the preceding clause (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdictioni), a date that is within the period beginning 120 days prior to the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the Limited Condition Transaction and is consummated (the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCT “Limited Condition Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) ”). For the avoidance of doubt, if the BVI Borrower has made an LCT a Limited Condition Election and any of the ratios or baskets terms for which compliance was determined or tested as of the LCT Limited Condition Test Date are exceeded as a result of fluctuations in any such ratio or basketthereafter no longer satisfied, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or the Person subject to such Limited Condition TransactionEBITDA, at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets or ratios terms will not nevertheless be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. satisfied. (b) If the BVI Borrower has made an LCT a Limited Condition Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or any other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary transactions on or following the relevant LCT Limited Condition Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for for, or offer in respect of, such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated (and tested) on a Pro Forma Basis (X) assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien Debt and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based ) had been consummated on the indicative interest margin contained in any financing commitment documentation with respect Limited Condition Test Date and (Y) solely to the extent such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action ratio is being taken calculated and tested in connection with a Limited Condition TransactionRestricted Payment, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for assuming such Limited Condition Transaction are entered into. For and other transactions in connection therewith (excluding any Consolidated EBITDA and Consolidated Net Income of the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, target and any Default, Event incurrence of Default or Specified Event of Default occurs following Debt) had not been consummated on the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunderTest Date.

Limited Condition Transactions. (a) In connection with When calculating the availability under any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining basket or ratio under this Agreement or compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratioin connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the Secured Leverage Ratioincurrence or issuance of Indebtedness, Disqualified Equity Interests or preferred stock and the use of proceeds thereof, the Total Leverage Ratioincurrence of Liens, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDArepayments, if anyRestricted Payments and Dispositions), in each case, at the option of the Borrower NHF (the BorrowerNHF’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination of for availability under any such basket or ratio and whether any such action or transaction is permitted hereunder (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default)) under this Agreement shall be deemed to be the date (the “LCT Test Date”), ) either (xa) that the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, in respect if applicable, the date of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of an irrevocable notice, declaration of dividend a Restricted Payment or similar event), and not at the time of consummation of such Limited Condition Transaction or (yb) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction)applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (is published on a “Public Offer”) regulatory information service in respect of a target of a Limited Condition Transaction is made (or that equivalent notice under equivalent laws, rules or regulations in such acquisitionother applicable jurisdiction is made), (c) that notice is given with respect to any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Equity Interests or preferred stock requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment or (d) that notice is given with respect to any Restricted Payment requiring irrevocable notice in advance thereof and, in each case, 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 related thereto (including any acquisitions, Investments, the incurrence or issuance of Indebtedness Indebtedness, Disqualified Equity Interests or preferred stock and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could incurrence of Liens, repayments, Restricted Payments and Dispositions) and any related pro forma adjustments, NHF 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 such ratio ratio, test or basketbasket (and any related requirements and conditions), such ratio ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with. with (or satisfied) for all purposes (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued or incurred at the LCT Test Date or at any time thereafter); provided that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, NHF may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, tests or baskets and (b) except as contemplated in the foregoing clause (a), compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness, Disqualified Equity Interests or preferred stock and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Dispositions). For the avoidance of doubt, if the Borrower NHF has made an LCT Election and Election, (1) if any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets or Consolidated EBITDA on a consolidated basis of NHF or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or actionsuch baskets, such baskets tests or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted failed to be consummated or taken; provided that if such ratios or baskets improve have been complied with as a result of such fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of an Default or Event of Default), such improved ratios and/or baskets may requirements and conditions will not be utilized. If deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing); and (3) in calculating the Borrower has made an LCT Election for availability under any Limited Condition Transactionratio, then test or basket in connection with any subsequent calculation of any ratio action or basket availability with respect transaction unrelated to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires orpasses, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Defaultratio, Event of Default test or specified Event of Default basket shall be deemed determined or tested giving pro forma effect to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunderTransaction.

Limited Condition Transactions. Notwithstanding anything in this Agreement or any Credit Document to the contrary, for purposes of determining (a) In connection Pro Forma Compliance with the Total Net Leverage Ratio test in the Credit Documents (other than determining actual compliance with the Financial Covenants), (b) the amount or availability of the Incremental Facility Increase Amount, Available Amount or any action being taken other basket based on Consolidated EBITDA or Consolidated Total Assets, (c) compliance with the representations and warranties or (d) whether a Default or Event of Default has occurred and is continuing or would immediately result therefrom, in each case, in connection with a the consummation of any Limited Condition Transaction, for purposes the date of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each casedetermination shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement agreements for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (iithe “LCT Test Date”) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of immediately after giving Pro Forma Effect to such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies all related acquisitions, Investments and other transactions entered into (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into into) or consummated (or to be consummated) in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending recently ended Test Period for which financial statements are required to be delivered (or are actually delivered, if earlier) immediately prior to the LCT Test Date; provided, that notwithstanding the foregoing, if the Borrower could have taken has made such action on an LCT Election and if the relevant LCT Test Date in compliance with proceeds of an Incremental Facility Increase Amount are to be used to finance a Limited Condition Transaction, then such ratio financing may be subject to customary “SunGard” or basket, such ratio or basket “certain funds” conditionality and the representations and warranties required shall be deemed limited to have been complied with. the Specified Representations and acquisition agreement representations and warranties (b) to the extent such acquisition agreement representations and warranties allow the Borrower or its applicable Restricted Subsidiary to terminate its obligations under such acquisition agreement or not consummate such acquisition). For the avoidance of doubt, (x) if the Borrower has made an LCT Election and if any of the ratios such ratios, baskets or baskets amounts for which compliance was determined or tested as of the LCT Test Date are exceeded exceeded, or any representation or warranty would be breached or any Default or Event of Default blocker would apply, as a result of fluctuations in any such ratio ratio, basket or basket, amount (including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis of the Borrower or the Person subject to such Limited Condition Transaction) or as a result of the occurrence of any Default or Event of Default or other event (other than a Specified Event of Default), in each case, at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such ratios, baskets or ratios amounts will not be deemed not to have been exceeded as a result of such fluctuations fluctuations, such representation or warranty shall be deemed not to have been breached, and such Default or Event of Default shall be deemed not to have occurred, in each case, solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken, and (y) such ratios, baskets or amounts shall not be tested at the time of consummation of such Limited Condition Transaction and all related acquisitions, Investments and other transactions entered into (or to be entered into) or consummated (or to be consummated) in connection therewith; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition TransactionElection, then in connection with any subsequent calculation of any ratio ratio, basket or basket availability amount with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or any other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement (or, if applicable, the irrevocable notice or similar event) for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, for purposes of determining whether (x) such subsequent transaction (other than with respect to Restricted Payments or Restricted Debt Payments) is permitted under the Loans, any such ratio ratio, basket or basket amount shall be tested by calculating the availability under such ratio or basket required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and all related acquisitions, Investments and other transactions entered into (or to be entered into) or consummated (or to be consummated) in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (y) such subsequent Restricted Payments or Restricted Debt Payments are permitted under the Loans, any associated Lien such ratio, basket or amount shall be required to be satisfied on a Pro Forma Basis both (1) assuming such Limited Condition Transaction and all related acquisitions, Investments and other transactions entered into (or to be entered into) or consummated (or to be consummated) in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). ) have been consummated and (c2) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for assuming such Limited Condition Transaction are and all related acquisitions, Investments and other transactions entered into (or to be entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default ) or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior consummated (or to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken consummated) in connection with such Limited Condition Transaction is permitted hereundertherewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Limited Condition Transactions. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the 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) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) For the avoidance of doubt, if the 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 are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Default or Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default under Sections 8.1(h) or Specified Event of Default, as applicable, 8.1(i) exists on the date the definitive agreements for or would result from such Limited Condition Transaction are entered intoif the Limited Condition Transaction and other pro forma events in connection therewith were consummated on the LCT Test Date. For Notwithstanding any provision herein to the avoidance of doubtcontrary, if the Borrower has exercised its option under the first sentence of this Section 1.101.5, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing solely for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder, but for the avoidance of doubt, any such Default or Event of Default shall be a Default or Event of Default for all other purposes hereunder. (b) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining (i) compliance on a pro forma basis with the Consolidated Total Net Leverage Ratio or the Senior Secured Net Leverage Ratio (but, for the avoidance of doubt, not for purposes of determining whether the Parent and the Borrower have complied with the financial covenant set forth in Article VI), (ii) whether a Default or Event of Default has occurred and is continuing, or (iii) the accuracy of any representation or warranty, then, in each case, the date of determination for whether any such action is permitted hereunder shall, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the LCT Test Date (and not, for the avoidance of doubt, the date of consummation of such Limited Condition Transaction), after giving effect on a Pro Forma Basis to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including the incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recently ended period of four Fiscal Quarters of the Parent ending prior to the LCT Test Date for which financial statements are required to have been delivered pursuant to Section 5.1(a) or (b) (or, with respect to any determination of any financial ratio or metric for any person and its subsidiaries to be acquired in such Limited Condition Transaction, the specified applicable period therefor). For the avoidance of doubt, if the Parent or any of its Subsidiaries has exercised such option and any of such ratios, metrics or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, metric or amount, including due to fluctuations in Consolidated EBITDA, at or prior to the consummation of such Limited Condition Transaction, such ratio, metric or amount will be deemed not to have been exceeded as a result of such fluctuations solely for purposes of determining whether such provision has been satisfied in connection with such Limited Condition Transaction. (c) If the Parent or any of its Subsidiaries makes such LCT Election in connection with any Limited Condition Transaction, then (i) in connection with any subsequent calculation of any ratio, metric, or amount (but, for the avoidance of doubt, not for purposes of determining whether the Parent and the Borrower have complied with the financial covenant set forth in Article VI)) on or following the relevant LCT Test Date and prior to the earlier of (A) the date on which such Limited Condition Transaction is consummated and (B) 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, metric, or amount shall be calculated on a Pro Forma Basis assuming that such Limited Condition Transaction and any other transactions in connection therewith (including any incurrence of indebtedness or liens and the use of proceeds thereof) have been consummated and (ii) such ratio, metric or amount availability shall not be tested at the time of consummation of such Limited Condition Transaction.

Limited Condition Transactions. (a) In connection with any action being taken in connection with a Limited Condition Transaction (including any incurrence or assumption of Indebtedness and the use of proceeds thereof, the incurrence or assumption of any Liens or the making of any Investments, Restricted Payments or fundamental changes, the repayment of any Indebtedness for which an irrevocable notice of prepayment or redemption is required or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries in connection with a Permitted Acquisition or permitted Investment, in each case, in connection with such Limited Condition Transaction), for purposes of of: (ia) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, Ratio or the Interest Coverage Ratio Ratio; (b) determining compliance with representations, warranties, Defaults or any Events of Default (other financial ratiothan for purposes of Section 4.02); or or (iic) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date (the “LCT Test Date”) of determination of whether any such transaction action is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement agreements for such Limited Condition Transaction is are entered into (oror irrevocable prepayment or redemption notices are provided to the applicable holders, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisitionas applicable, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or assumption of Indebtedness and the use of proceeds thereof, the incurrence or assumption of any Liens or the making of any Investments, Restricted Payments or fundamental changes, the repayment of any Indebtedness for which an irrevocable notice of prepayment or redemption is required or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries in connection with a Permitted Acquisition or permitted Investment) as if they had occurred at the beginning of the most recent test period four consecutive fiscal quarters ending prior to the LCT Test DateDate for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, basket or basketother provision, such ratio ratio, basket or basket other provision shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios ratios, baskets or baskets other provisions for which compliance was determined or tested as of the LCT Test Date are exceeded or otherwise not satisfied as a result of fluctuations in any such ratio or basketbasket or non-compliance with such other provision, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets baskets, ratios or ratios other provisions will not be deemed to have been exceeded or breached as a result of such fluctuations or non-compliance solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Cash Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of determining the accuracy of representations and warranties and/or whether a Default or Event of Default shall have occurred and be continuing (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; subset of Defaults or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage Events of Consolidated Total Assets or Consolidated EBITDA, if anyDefault), in each case, at the option of the Borrower Holdings (the Borrower’s Holdings’ election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), with such option to be exercised on or prior to the date of execution of the definitive agreements related to such Limited Condition Transaction, the date of determination of whether any such transaction action is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, ; and if, after giving pro forma effect Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period Test Period ending prior to the LCT Test Date, the Borrower Holdings could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the Borrower Holdings has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis of Holdings or the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or takenfluctuations; provided that however, if such any ratios improve or baskets improve increase as a result of such fluctuations, such improved ratios and/or or baskets may be utilized. If the Borrower Holdings has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect the incurrence ratios subject to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary LCT Election 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, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien or Liens and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)) have been consummated. (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for For purposes of (i) determining compliance with any provision of this Agreement which that requires the calculation of the First Lien Senior Secured Leverage Ratio, the Total Secured Leverage Ratio, the Total Leverage Ratio or the Fixed Charge Coverage Ratio, the Interest Coverage Ratio (ii) determining compliance with representations, warranties, Defaults or any other financial ratio; Events of Default or (iiiii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets EBITDA or Consolidated EBITDA, if anytotal assets), in each case, in connection with a Permitted Business Acquisition or other Investment permitted hereunder (including Permitted Business Acquisitions and other Investments subject to a letter of intent or purchase agreement) by one or more of the Borrower and its Subsidiaries of any assets, business or person (any such transaction, a “Limited Condition Transaction”), at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction action is permitted hereunder under this Agreement shall be deemed to be the date the definitive agreements for such Limited Condition Transaction (or commitments with respect to Indebtedness to be incurred in connection therewith) are entered into (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the 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) on a Pro Forma Basis as if they had occurred at the beginning of the most recent test period Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the 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 are exceeded as a result of fluctuations in any such ratio or basket, basket (including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or of the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary 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, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)) had been consummated. (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with Notwithstanding anything in this Agreement or any action being taken Loan Document to the contrary, when (i) calculating any applicable Basket, in connection with a the consummation of any Limited Condition Transaction, for purposes of Transaction or (iii) determining compliance with any provision of this Agreement which requires the calculation that no Default or Event of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio Default (or any other financial ratio; type of Default or (iiEvent of Default) testing availability under baskets set forth has occurred, is continuing or would result therefrom in this Agreement connection with the consummation of any Limited Condition Transaction (including baskets measured as a percentage the incurrence or issuance of Consolidated Total Assets or Consolidated EBITDA, if anyIndebtedness in connection with such Limited Condition Transaction), in each casecase under the foregoing clauses (i) and (ii), the date of determination of such Basket or determination of whether any Default or Event of Default (or any type of Default or Event of Default) has occurred, is continuing or would result therefrom may, at the option of the Borrower (in its sole discretion) (the Borrower’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (or, in the case of any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, the date on which irrevocable notice with respect to such Limited Condition Transactions is sent) (such date, the “LCT Test Date”)) and, (x) subject to the definitive agreement for such Limited Condition Transaction is entered into (orother provisions of this Section 1.07, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the Limited Condition Transaction and the Transaction, any incurrence, issuance and/or repayment of Indebtedness or other transactions to be entered into transaction in connection therewith (including and any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Dateactions or transactions related thereto, the Borrower could or any of its Subsidiaries, as applicable, would have taken been permitted to take such action actions or consummate such transactions on the relevant LCT Test Date in compliance with such ratio or basketBasket, such ratio or basket Basket shall be deemed to have been complied withwith (or satisfied) for purposes of such Limited Condition Transaction. (b) For the avoidance of doubt, if the Borrower has made an LCT Election and Election, (1) if any of the ratios or baskets Basket for which compliance was determined or tested as of the LCT Test Date are would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio Basket prior to (or basketon) the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, including due to fluctuations in Consolidated Total Assets or Consolidated Adjusted EBITDA on a consolidated basis of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios Basket will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted failed to be consummated or taken; provided that if such ratios or baskets improve have been complied with as a result of such fluctuations, (2) other than as expressly set forth in the previous paragraph, if any related requirements and conditions (including as to the absence of any (or any type of) continuing Default or Event of Default and satisfaction of any representations and warranties) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of any Default or Event of Default or failure to satisfy any representations and warranties), such improved ratios and/or baskets may requirements and conditions will not be utilized. If deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing and such representations and warranties shall be deemed to have been satisfied) and (3) in calculating the Borrower has made an LCT Election for availability under any Limited Condition Transaction, then Basket in connection with any subsequent calculation of any ratio action or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires orpasses, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default Basket shall be deemed determined or tested after giving pro forma effect to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunderTransaction, any incurrence, issuance or repayment of Indebtedness or other transaction in connection therewith and any actions or transactions related thereto.

Limited Condition Transactions. (a) In connection with When calculating the availability under any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining basket or ratio under this Indenture or compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage RatioIndenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the Secured Leverage Ratioincurrence or issuance of Indebtedness and the use of proceeds thereof, the Total Leverage Ratioincurrence of Liens, the Interest Coverage Ratio repayments, Restricted Payments and Asset Sales or any disposition, issuance or other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage transaction excluded from the definition of Consolidated Total Assets or Consolidated EBITDA, if any“Asset Sale”), in each case, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination of for availability under any such basket or ratio and whether any such action or transaction is permitted hereunder (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default)) under this Indenture shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, in respect if applicable, the date of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of an irrevocable notice, declaration of dividend a Restricted Payment or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, 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 related thereto (including any acquisitions, Investments, the incurrence or issuance of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could incurrence of Liens, repayments, Restricted Payments and Asset Sales or any disposition, issuance or other transaction excluded from the definition of “Asset Sale”) 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 such ratio ratio, test or basketbasket (and any related requirements and conditions), such ratio ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with. with (or satisfied) for all purposes (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued or incurred at the LCT Test Date or at any time thereafter); provided that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Company may elect, in its sole discretion, to re-determine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, tests or baskets and (b) except as contemplated in the foregoing clause (a), compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales or any disposition, issuance or other transaction excluded from the definition of “Asset Sale”). For the avoidance of doubt, if the Borrower Company has made an LCT Election and Election, (1) if any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in Consolidated Total Assets EBITDA or Consolidated EBITDA on a consolidated basis total assets of the Company or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or actionsuch baskets, such baskets tests or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted failed to be consummated or taken; provided that if such ratios or baskets improve have been complied with as a result of such fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of a Default or an Event of Default), such improved ratios and/or baskets may requirements and conditions will not be utilized. If deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing); and (3) in calculating the Borrower has made an LCT Election for availability under any Limited Condition Transactionratio, then test or basket in connection with any subsequent calculation of any ratio action or basket availability with respect transaction unrelated to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires orpasses, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, any such ratio ratio, test or basket shall be determined or tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming giving pro forma effect to such Limited Condition Transaction and other any actions or transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) related thereto. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement Indenture which requires that no Default, Event of Default or Specified specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the BorrowerCompany, be deemed satisfied, so long as no Default, Event of Default or Specified specified Event of Default, as applicable, exists on the date of the definitive agreements agreement, the date of notice or offer or date for redemption, purchase or repayment for such Limited Condition Transaction are entered intoTransaction, as applicable. For the avoidance of doubt, if the Borrower Company has exercised its option under this Section 1.10an LCT Election, and any Default, Event of Default or Specified specified Event of Default occurs following the date the definitive agreements (or, if applicable, the date of delivery of a notice, declaration or making of a Restricted Payment or similar event) for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunderunder this Indenture.

Limited Condition Transactions. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio any financial ratio or any other financial ratio; test or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets EBITDA or Consolidated EBITDA, if anyTotal Assets), in each case, at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”; provided that such election may be revoked by the Parent Borrower at any time prior to the consummation or abandonment of the Limited Condition Transaction in question), the date of determination of whether any such transaction action is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar eventLCT Test Date”), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect Pro Forma Effect to the 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) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test DateTransaction, the Parent Borrower could or any of its Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the Parent Borrower has made an LCT Election and and, following the LCT Test Date, any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded would have failed to have been satisfied as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in Consolidated EBITDA, Consolidated Interest Expense or Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or following the Person subject to such Limited Condition Transaction, LCT Test Date but at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets baskets, tests or ratios will not be deemed to have failed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve satisfied as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Parent Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio event or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following transaction occurring after the relevant LCT Test Date and prior to the earlier earliest of the date on which (i) such Limited Condition Transaction is consummated or consummated, (ii) the LCT Election is revoked by the Parent Borrower and (iii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires orpasses, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving Pro Forma Effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio ratio, test or basket shall be tested by calculating the availability under such ratio or basket required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)consummated. (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with any action being taken solely in connection with a Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing, Investment or redemption or repayment of indebtedness requiring irrevocable notice in advance of such redemption or repayment (a “Limited Condition Transaction”), for purposes of (i) determining compliance with any provision of this Agreement (other than Section 6.09) which requires the calculation of any financial ratio or test, including the First Lien Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or and any other financial ratio; ratio (and for the avoidance of doubt, to also include any financial ratio or test set forth in Section 2.19) or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets and including any determination of whether a Default or Consolidated EBITDA, if anyEvent of Default has occurred and is continuing), in each case, at the option of the U.S. Borrower (the U.S. Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into or the date on which the U.S. Borrower or the applicable Restricted Subsidiary becomes legally obligated to consummate such Limited Condition Transaction (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith on a Pro Forma Basis (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at on the beginning first day of the most recent test period ending prior to the LCT Test DateDate (except with respect to any incurrence or repayment of Indebtedness for purposes of the calculation of any leverage-based test or ratio, which shall in each case be treated as if they had occurred on the last day of such test period), the U.S. Borrower could or the applicable Restricted Subsidiary would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the U.S. Borrower has made an LCT Election and any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis the total assets of the U.S. Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets baskets, tests or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. . (b) If the U.S. Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergersthe making of any Investment, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrowerassets, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or (a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or basket shall be tested by calculating the availability under such ratio or basket required to be satisfied (i) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien indebtedness and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). ) have been consummated and (cii) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for assuming such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken other transactions in connection with such Limited Condition Transaction is permitted hereundertherewith (including any incurrence of indebtedness and the use of proceeds thereof) have not been consummated.

Limited Condition Transactions. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision of this Agreement Indenture which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio any financial ratio or any other financial ratio; test or (ii) testing availability under baskets set forth in this Agreement Indenture (including baskets measured as a percentage of Consolidated EBITDA or Adjusted Total Assets or Consolidated EBITDA, if anyotherwise), in each case, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction action is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar eventLCT Test Date”), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the 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) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test DateTransaction, the Borrower could Company or any of its Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. (b) . For the avoidance of doubt, if the Borrower Company has made an LCT Election and and, following the LCT Test Date, any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded would have failed to have been satisfied as a result of fluctuations changes in any such ratio ratio, test or basket, including due to fluctuations changes in EBITDA, Consolidated Interest Expense or Adjusted Total Assets or Consolidated EBITDA on a consolidated basis or following the Person subject to such Limited Condition Transaction, LCT Test Date but at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets baskets, tests or ratios will not be deemed to have failed to have been exceeded satisfied as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilizedchanges. If the Borrower Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio event or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following transaction occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires orpasses, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving pro forma effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Indenture, any such ratio ratio, test or basket shall be tested by calculating the availability under such ratio or basket required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith)consummated. (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (a) In connection with When calculating the availability under any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining basket or ratio under this Indenture or compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage RatioIndenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the Secured Leverage Ratioincurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the Total Leverage Ratioincurrence of Liens, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDArepayments, if anyRestricted Payments and Asset Sales), in each case, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination of for availability under any such basket or ratio and whether any such action or transaction is permitted hereunder (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default)) under this Indenture shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, in respect if applicable, the date of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of an irrevocable notice, declaration of dividend a Restricted Payment or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, 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 related thereto (including any acquisitions, Investments, the incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could incurrence of Liens, repayments, Restricted Payments and Asset Sales) and any related pro forma adjustments, the Company or any of its Restricted Subsidiaries would have taken been permitted to take such action actions or consummate such transactions on the relevant LCT Test Date in compliance with such ratio ratio, test or basketbasket (and any related requirements and conditions), such ratio ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with. with (bor satisfied) For for all purposes (in the avoidance case of doubtIndebtedness, if the Borrower has made an LCT Election and any of the ratios for example, whether such Indebtedness is committed, issued or baskets for which compliance was determined or tested as of incurred at the LCT Test Date are exceeded as a result or at any time thereafter); provided, however, that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Company may elect, in its sole discretion, to re-determine all such ratios, tests or baskets on the basis of fluctuations such financial statements, in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or actionwhich case, such baskets or ratios will not date of redetermination shall thereafter be deemed to have been exceeded as a result of such fluctuations solely be the applicable LCT Test Date for purposes of determining whether such ratios, tests or baskets, (b) except as contemplated in the relevant transaction or action is permitted to be consummated or taken; provided that if foregoing clause (a), compliance with such ratios ratios, tests or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may (and any related requirements and conditions) shall not be utilized. If determined or tested at any time after the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant applicable LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated and any actions or expires transactions related thereto (orincluding acquisitions, if applicableInvestments, the irrevocable noticeincurrence or issuance of Indebtedness, declaration of dividend Disqualified Stock or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien Preferred Stock and the use of proceeds thereof; provided that , the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and (c) Consolidated Interest Expense for purposes of the Interest Fixed Charge Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower Company in good faith). (cb) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, the Company shall have made an LCT Election, (1) if any of the Borrower has exercised its option under this Section 1.10ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in EBITDA or Consolidated Total Assets of the Company or the Person subject to such Limited Condition Transaction, 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; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of a Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or Specified Event of Default occurs following be continuing); and (3) in calculating the date the definitive agreements for the applicable availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction were entered into following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such Defaultratio, Event of Default test or specified Event of Default basket shall be deemed to not have occurred determined or be continuing for purposes of determining whether any action being taken in connection with tested on a pro forma basis assuming such Limited Condition Transaction is permitted hereunderand other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had been consummated.

Limited Condition Transactions. Notwithstanding anything to the contrary in this Agreement, to the extent that the terms of this Agreement require (a) In compliance with any financial ratio or test and/or the amount of Consolidated EBITDA or (b) the absence of a Default or Event of Default (or any type of default or event of default) in each case as a condition to the consummation of any transaction (other than the making of any Loan or issuance of any Letter of Credit under the Revolving Facility) in connection with any action being taken Permitted Acquisition or similar Investment whose consummation is not conditioned on the availability of, or on obtaining, third party financing (including the assumption or incurrence of Indebtedness in connection with therewith, including Indebtedness incurred pursuant to Section 2.08(d)) (any such action, a “Limited Condition Transaction, for purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio”), the Secured Leverage Ratio, determination of whether the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each caserelevant condition is satisfied may be made, at the option election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an a “LCT Election”), in the date case of determination any Limited Condition Transaction, at the time of whether any (or on the basis of the financial statements for the most recently ended fiscal quarter at the time of) either (x) the execution of the definitive agreement with respect to such transaction is permitted hereunder shall be deemed to be Permitted Acquisition or Investment or (y) the date consummation of such Permitted Acquisition or Investment (such applicable date, the “LCT Test Date”), (x) in each case, after giving effect to the definitive agreement for such relevant Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the 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) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) For the avoidance of doubt, if the 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 are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or the Person subject to such 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 exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilizedPro Forma Basis. If the Borrower has made an a LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation determination of compliance with any financial ratio or basket availability test and/or the amount of Consolidated EBITDA with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary Liens on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition AcquisitionTransaction, compliance with any such financial ratio or basket test and/or the amount of Consolidated EBITDA shall be tested by calculating the availability under such financial ratio or basket test and/or the amount of Consolidated EBITDA on a Pro Forma Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.