Common use of Limited Condition Transactions Clause in Contracts

Limited Condition Transactions. For purposes of (i) determining compliance with any provision in this Indenture that requires the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, in each case, in connection with a Limited Condition Transaction, the date of determination, at the election of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of the definitive acquisition agreements or other binding contracts with respect to such transaction, or (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter period ending prior to the LCT Test Date, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratios, absence of Default or Event of Default or “basket”, such ratio, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer 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 are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions shall not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and 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. For This Indenture provides that, as it relates to any action being taken solely in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision in of this Indenture that which requires the calculation of any financial ratio or test, including the Secured Net Leverage Ratio, Total Net Leverage Ratio and Fixed Charge Coverage Ratio, or (ii) determining compliance with the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception under baskets set forth in this IndentureIndenture (including baskets determined by reference to Total Assets), in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer Company (the IssuerCompany’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 under this Indenture shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, or Limited Condition Transaction are entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction (and the other transactions to be entered into in connection therewith (therewith, including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) , as if they had occurred at on the beginning first day of the most recently completed recent period of four consecutive fiscal quarter period ending quarters of the Company ended prior to such date for which internal financial statements are available (except with respect to any incurrence or repayment of Indebtedness for purposes of the LCT Test Datecalculation 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 period)), the Issuer could Company would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratiosratio, absence of Default test or Event of Default or “basket”, such ratio, absence of Default test or Event of Default or “basket” basket shall be deemed to have been complied with; provided that, if financial statements for one or more subsequent fiscal periods 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 the avoidance of doubt, if the Issuer Company has made an LCT Election and (x) any of the ratios ratios, tests or “baskets” 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 Adjusted EBITDA or Total Assets of the target of any Company or the Person subject to such Limited Condition Transaction) , at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” , tests or ratios and other provisions shall will not be deemed to have failed to have been exceeded complied with as a result of such fluctuations solely fluctuations. If the Company has made an LCT Election for purposes of determining whether the any Limited Condition Transaction is permitted hereunder and (y) 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, the making of Restricted Payments, the making of any Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Company, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “basket” availability on or Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Indenture, any such ratio ratio, test or “basket” availability basket shall be calculated required to be satisfied on a pro forma basis (determined in accordance with the applicable provisions of this Indenturei) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof thereof) have been consummated and (but without netting ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the cash use of proceeds thereof)) had have not been consummated.

Limited Condition Transactions. For purposes Notwithstanding anything to the contrary herein, when (a) calculating any applicable ratio, basket, Consolidated Total Assets, Fixed Charges, Consolidated Net Income or Consolidated EBITDA in connection with the incurrence of Indebtedness, the issuance of Disqualified Stock or Preferred Stock, the creation of Liens, the making of any Asset Sale, the making of an Investment, the making of a Restricted Payment or the designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary or (ib) determining compliance with any provision in of this Indenture which requires that requires the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a no Default or Event of Default (has occurred, is continuing or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenturewould result therefrom, in each case, case in connection with a Limited Condition Transaction, the date of determinationdetermination of such ratio, basket or other provisions and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom shall, at the election option of the Issuer Company (the IssuerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of the definitive acquisition agreements or other binding contracts with respect to such transaction, or (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and ifand, if after such ratios and other provisions are measured on a giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter period recent Test Period ending prior to the LCT Test DateDate (or, in the case of any incurrence or repayment of Indebtedness (except in the case of the Fixed Charge Coverage Ratio (or similar ratio)), as if incurred (or repaid, as applicable) on the last day of the applicable Test Period), the Issuer Company could have taken consummated such action Limited Condition Transaction on the relevant LCT Test Date in compliance with such ratiosratio, absence of Default basket or Event of Default or “basket”other provision, such ratio, absence of Default basket or Event of Default or “basket” other provision shall be deemed to have been complied with; provided that (i) 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 such ratios, tests or baskets and (ii) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction. For the avoidance of doubt, if the Issuer has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of if, following the LCT Test Date Date, any of such ratios, baskets or other provisions are exceeded or breached as a result of fluctuations in any such ratio or “basket” basket (including due to fluctuations in Consolidated Total Assets, Consolidated EBITDA or other components of the target of any Limited Condition Transactionsuch ratio or basket) or other provision at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios ratios, baskets and other provisions shall not will be deemed to not have been exceeded failed to have been satisfied or exceeded, respectively, as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is and related transactions are permitted hereunder and (y) hereunder. If the Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, basket or “basket” availability other 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 without consummation of such Limited Condition Transaction, any such ratio ratio, basket or “basket” availability other provision shall be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof (but without netting thereof) have been consummated until such time as the cash proceeds thereof)) had applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been consummatedterminated or expired.

Limited Condition Transactions. For purposes of (i) determining compliance with When calculating the availability under any provision in this Indenture that requires the calculation of any financial basket or ratio or test, (ii) determining compliance with the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in under this Indenture, in each case, case in connection with a Limited Condition TransactionTransaction and any related transactions (including any incurrence of Indebtedness and the use of proceeds thereof), the date of determinationdetermination of such basket or ratio and/or absence of any Default or Event of Default shall, at the election option of the Issuer (Issuers, be the Issuer’s election to exercise date the definitive agreements for such option in connection with any Limited Condition TransactionTransaction are entered into, an “LCT Election”), and such baskets or ratios shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of the definitive acquisition agreements or other binding contracts calculated with respect to such transaction, or (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance adjustments as are appropriate and consistent with the applicable pro forma adjustment provisions set forth in the definition of this Indenture) Fixed Charge Coverage Ratio after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed recent period of four consecutive fiscal quarter period quarters for which internal financial statements are available immediately preceding the date of the event for which the calculation is made ending prior to the LCT Test Datesuch date and, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratios, absence of Default or Event of Default or “basket”, such ratio, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For for the avoidance of doubt, if the Issuer has made an LCT Election and (x) if any of the such baskets or 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 basket or ratio or “basket” (including due to fluctuations in Consolidated EBITDA of the Company or the target company) subsequent to such date of any Limited Condition Transaction) determination and at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” baskets or ratios and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder under this Indenture and (y) in connection with any subsequent calculation such baskets or ratios shall not be tested at the time of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier consummation of (i) the date on which such Limited Condition Transaction is consummated or related transactions; provided, further, that if the Issuers elect to have such determinations occur at the time of entry into such definitive agreement, any such transactions (iiincluding any incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date that the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement for and before the consummation of such Limited Condition Transaction is terminated or expires without unless and until such Limited Condition Transaction has been abandoned, as determined by the Issuers, prior to the consummation thereof; provided, further, that in connection with the making of Restricted Payments prior to the consummation of such Limited Condition Transaction, the calculation of Consolidated Net Income and Consolidated EBITDA (and any such ratio defined term a component of which is Consolidated Net Income or “basket” availability Consolidated EBITDA) shall be calculated on a pro forma basis (determined not, in accordance with the applicable provisions of this Indenture) assuming any case, assume such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Debt and the use of proceeds thereof (but without netting the cash proceeds thereof)) had has been consummated.

Limited Condition Transactions. For In connection with any action being taken solely in connection with a Limited Condition Transaction (including any contemplated incurrence or assumption of Debt in connection therewith (other than the borrowing of Loans or the issuance of Letters of Credit)), for purposes of (ia) determining compliance with any provision in of this Indenture Agreement that requires the calculation of any financial ratio or testthe Fixed Charge Coverage Ratio, (iib) testing availability under baskets set forth in this Agreement (other than any Availability or Specified Availability threshold applicable to such baskets) or (c) determining compliance with the requirement regarding the absence accuracy of representations and warranties and/or whether a Default or Event of Default shall have occurred and be continuing (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenturethan with respect to Section 4.02), in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer Borrower (the IssuerBorrower’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 at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to such transactionLimited Condition Transaction are entered into, in the case of a Limited Condition Eligible Transaction described in clause (a) of the definition thereof, or the date on which irrevocable notice of the applicable repayment or redemption of Debt is delivered, in the case of a Limited Condition Eligible Transaction described in clause (yb) of the consummation of such transaction definition thereof (such applicable datein each case, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed recent period of four consecutive fiscal quarter period quarters ending on or prior to the LCT Test DateDate (or, if such date is not the last day of any fiscal quarter, the Issuer most recently completed fiscal quarter for which financial statements are required to have been delivered pursuant to Section 5.01(a) or (b)), the Company could have taken such action on the relevant LCT Test Date in compliance with such ratiosratio, basket or requirement with respect to the accuracy of representations and warranties or absence of Default Defaults or Event Events of Default or “basket”Default, such ratio, absence of Default basket or Event of Default or “basket” requirement shall be deemed to have been complied with; provided, with respect to any provision that requires minimum Availability or Specified Availability, compliance with such Availability or Specified Availability test shall be made at the time any Limited Condition Transaction is consummated instead of on the LCT Test Date. For If the avoidance of doubt, if the Issuer 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 are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions shall not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) then, in connection with any subsequent calculation of any ratio the ratios or “basket” availability 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 without consummation of such Limited Condition Transaction, any such ratio or “basket” availability basket shall be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt or Liens and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have been consummated.

Limited Condition Transactions. For purposes Notwithstanding anything in this Agreement or any Credit Document to the contrary, when (a)(i) calculating any applicable ratio or the use of any basket, (ii) determining the accuracy of the representations and warranties set forth in Section 4 hereof or (iii) determining satisfaction of any conditions precedent, in the case of each of clause (i), (ii) and (iii), in connection with any Specified Transaction or (b) determining compliance with any provision in this Indenture that requires the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a that no Default or Event of Default (has occurred, is continuing or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenturewould result thereof, in the case of each case, of (a) and (b) in connection with a Limited Condition Transaction, the date of determinationdetermination of such ratio and determination of such accuracy, satisfaction and compliance will, at the election option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, or Limited Condition Transaction are entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured . If on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis after giving effect to the such Limited Condition Transaction and the other transactions Specified Transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) calculated as if they such Limited Condition Transaction or other transactions had occurred at the beginning of the most recently completed four fiscal quarter period ended Test Period ending prior to the LCT Test DateDate for which financial statements are delivered (or were required to have been delivered), the Issuer Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratiosrepresentation, absence of Default warranty, condition, provision, ratio or Event of Default or “basket”, such ratio, absence of Default or Event of Default or “basket” shall provisions will be deemed to have been complied withcomplied; provided that, on the consummation date of such Limited Condition Transaction, (x) no Event of Default pursuant to Section 8.1(a), (f) or (g) has occurred and is continuing and (y) the Specified Representations and the Specified Acquisition Agreement Representations (to the extent applicable) shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and immediately after giving effect to, such Limited Condition Transaction. For the avoidance of doubt, (i) if the Issuer has made an LCT Election and (x) 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” (including due to fluctuations of the target of any Limited Condition Transactionin Consolidated Adjusted EBITDA) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (yii) such ratios and compliance with such conditions will not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions, unless on such date an Event of Default pursuant to Section 8.1(a), (f) or (g) will be continuing. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 6.7) or “basket” basket availability with respect to any other 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 for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall basket will be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof (but without netting and the use of cash proceeds thereof)which would have otherwise constituted Unrestricted Cash for the purpose of calculating any applicable ratio) had have been consummatedconsummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated or expires.

Limited Condition Transactions. For purposes To the extent that the terms of this Agreement require (i) determining pro forma compliance with any provision in this Indenture that requires the calculation of any financial ratio Interest Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio or testthe Senior Secured Leverage Ratio, (ii) determining compliance with the requirement regarding amount or availability of New Commitments permitted to be incurred or established in accordance with Section 2.8 (including for purposes of incurring Incremental Equivalent Indebtedness in lieu of New Commitments), the Available Basket Amount or any other basket measured as a percentage of EBITDA, or (iii) the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage condition precedent to the consummation of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, in each case, in connection with a Limited Condition Transaction, the date of determinationdetermination as to the whether the relevant condition is satisfied (the “LCT Test Date”) shall, at the election of the Issuer Borrower (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time date of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of the definitive acquisition agreements or other binding contracts with respect to for such transactionLimited Condition Transaction, or (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) immediately after giving effect to the such Limited Condition Transaction on a Pro Forma Basis and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter period ending prior applicable test period; provided that in connection with any Limited Condition Transaction for which an LCT Election has been made, it shall be a condition to the LCT Test Dateconsummation of such Limited Condition Transaction that, as of the Issuer could have taken date of such action on the relevant LCT Test Date in compliance with such ratiosconsummation, absence of Default or no Event of Default under Section 9.1(a), 9.1(b) or “basket”, such ratio, absence of Default 9.1(j) exists or Event of Default or “basket” shall be deemed to have been complied withwould result therefrom. For the avoidance of doubt, doubt if the Issuer has made an LCT Election and (x) any of the such ratios or “baskets” 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 or “basket” amount (including due to fluctuations in EBITDA of Borrower or the target of any Person subject to such Limited Condition Transaction) ), at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” ratios or ratios and other provisions shall amounts will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction relevant transaction or action is permitted hereunder and (y) to be consummated or taken. If Borrower makes an LCT Election, then in connection with any subsequent calculation of any ratio ratio, test or “basket” basket availability on or with respect to any transaction following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio ratio, test or “basket” availability basket shall be calculated required to be satisfied on a pro forma basis Pro Forma Basis (determined in accordance with the applicable provisions of this Indenturei) assuming that such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof thereof) have been consummated and (but without netting ii) assuming that such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the cash use of proceeds thereof)) had have not been consummated. For the avoidance of doubt, notwithstanding anything in this Section 1.9 to the contrary, the requirements of Section 8.2 are required to be satisfied in connection with any extensions of credit (except as expressly provided in Section 2.8 in connection with New Term Loan Commitments.

Limited Condition Transactions. For purposes (a) Notwithstanding anything in this Indenture to the contrary, when calculating any applicable financial ratio or test or determining other compliance with this Indenture or the Notes (including the determination of (i) determining compliance with any provision in of this Indenture or the Notes which requires that requires the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a no Default or Event of Default (has occurred, is continuing or any type of Default or Event of Defaultwould result therefrom) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, in each case, in connection with the consummation of a Limited Condition Transaction, the date of determinationdetermination of such ratio or test and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the election option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, or Limited Condition Transaction are entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), ) and if, after such financial ratios and tests and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter relevant test period being used to calculate such financial ratio ending prior to the LCT Test Date, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratios, absence of Default or Event of Default or “basket”ratios and provisions, such ratio, absence of Default or Event of Default or “basket” provisions shall be deemed to have been complied with; 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, if the Issuer has made an LCT Election and (x) if any of the such financial ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date tests are exceeded as a result of fluctuations in any such ratio or “basket” test (including due to fluctuations in EBITDA of the target of any Limited Condition TransactionIssuer) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or financial ratios and tests and other provisions shall not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder under this Indenture and the Notes and (y) such financial ratios and tests and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related transactions. (b) For the avoidance of doubt, if the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any financial ratio or “basket” test or basket availability with respect to any other 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 for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Indenture or the Notes, any such ratio ratio, test or “basket” availability basket shall be calculated required to comply with any such ratio, test or basket on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and any other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have been consummated.

Limited Condition Transactions. For purposes Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio, calculating availability under baskets or determining other compliance with this Agreement (including the determination of (i) determining compliance with any provision in of this Indenture Agreement which requires (x) that requires the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a no Default or Event of Default (has occurred, is continuing or any type of Default or Event of Default) would result therefrom or (iiiy) testing any ratio or cap measured as a percentage the accuracy of Pro Forma Consolidated Cash Flow Available for Fixed Charges representations and any other availability of a “basket” or exception set forth in this Indenture, in each case, warranties) in connection with the consummation of a Limited Condition Transaction, the date of determinationdetermination of such ratio, the determination of the accuracy of such representations and warranties, the calculation of the availability of such baskets, the determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom, or other applicable covenant shall, at the election option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time of date the binding definitive agreements for such Limited Condition Transaction are entered into (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of the definitive acquisition agreements or other binding contracts with respect to such transaction, or (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), ) and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCT Test Date, the Issuer Borrower or applicable Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with such ratios, absence of Default or Event of Default or “basket”ratios and provisions, such ratio, absence of Default or Event of Default or “basket” provisions shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer has made an LCT Election and (x) if any of the such ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date baskets are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transactionin Consolidated EBITDA) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” ratios or ratios baskets and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related transactions. If the Borrower has made an LCT Election for any subsequent calculation of any ratio or “basket” availability Limited Condition 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 for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition TransactionTransaction (or termination of the binding definitive agreement with respect thereto), then (x) such Indebtedness (and any associated Lien) shall be deemed incurred at the time of such LCT Election and outstanding thereafter for the purposes of pro forma compliance with any applicable ratios and (y) for purposes of any calculation with respect to the incurrence of any other Indebtedness or Liens, or the making of any other Acquisition, Investment, Restricted Payment or other transaction, in each case that is subject to compliance with a ratio, test or basket availability, any such ratio (excluding, for the avoidance of doubt, the ratio contained in Section 7.07), test or “basket” basket availability shall also be required to be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming without giving effect to such Limited Condition Transaction and 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 consummatedTransaction.

Limited Condition Transactions. For purposes Solely for the purpose of (i) determining compliance measuring the relevant ratios and baskets with any provision in this Indenture that requires respect to the calculation incurrence of any financial ratio Debt or test, the making of any permitted Acquisition or other Investment or (ii) determining compliance with the requirement regarding the absence occurrence of a Default or any Event of Default (or any type of Default or Unmatured Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, in each case, in connection with a Limited Condition Transaction, if the Company makes an LCT Election, the date of determination, at determination in determining whether any such incurrence of any Debt or the election making of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), permitted Acquisition or other Investment is permitted shall be deemed to be the LCT Test Date (provided that for the purpose of determining the occurrence of any Event of Default under Sections 13.1(a) or 13.1(c), such determination shall also be made at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of the definitive acquisition agreements or other binding contracts with respect to such transaction, or (y) the consummation of such transaction (such applicable date, the “LCT Test Date”Limited Condition Transaction), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the applicable Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning as of the most recently completed four fiscal quarter period such date of determination, ending prior to the LCT Test DateDate on a pro forma basis, the Issuer Company could have taken such action on the relevant LCT Test Date in compliance with any such ratios, absence of Default ratio or Event of Default or “basket”, such ratio, absence of Default ratio or Event of Default or “basket” basket shall be deemed to have been complied with. For If the avoidance of doubt, if the Issuer Company 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 are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions shall not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) then in connection with any subsequent calculation of any ratio or “basket” availability basket (but excluding, for the avoidance of doubt, for purposes of determining the Applicable Margin and determining compliance with Section 11.12) on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability basket shall be calculated and tested on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt debt and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have been consummated.

Limited Condition Transactions. For 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 (other than the covenant in this Indenture that Section 7.11, the definition of “Applicable Margin” and the definition of “Applicable ECF Percentage”) which requires the calculation of any financial ratio or test, including the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and Consolidated Total Net Leverage Ratio (iiand, for the avoidance of doubt, the financial ratios set forth in Sections 2.14(d) determining compliance with the requirement regarding the absence of a Default or Event of Default and 7.03(r)); or (or any type of Default or Event of Default) or (iiib) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception under baskets set forth in this Indenture, Agreement; in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer Borrower (the IssuerBorrower’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 at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, or Limited Condition Transaction are entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most recently completed four fiscal quarter period recent Test Period 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 Issuer could Borrower would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratiosratio, absence of Default test or Event of Default or “basket”, such ratio, absence of Default test or Event of Default or “basket” basket shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer Borrower has made an LCT Election and (x) any of the ratios ratios, tests or “baskets” 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 EBITDA or Total Assets of the target of any Consolidated Parties or the Person subject to such Limited Condition Transaction) , at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” , tests or ratios and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely fluctuations. If the Borrower has made an LCT Election for purposes of determining whether the any Limited Condition Transaction is permitted hereunder and (y) 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, the making of Restricted Payments, the making of any Investment, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (a “basket” availability on or Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or “basket” availability basket shall be calculated required to be satisfied on a pro forma basis Pro Forma Basis (determined in accordance with the applicable provisions of this Indenturei) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof thereof) have been consummated and (but without netting ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the cash use of proceeds thereof)) had have not been consummated.

Limited Condition Transactions. For purposes of (i) determining compliance with any provision in this Indenture that requires the calculation of any financial ratio or test, (ii) determining pro forma compliance with the requirement regarding the absence of Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio or any other basket based on Consolidated EBITDA, or whether a Default or an Event of Default has occurred and is continuing (or any type including in the case of Default or Event the funding of Default) or (iii) testing any ratio or cap measured as a percentage an Incremental Tranche, but excluding in the case of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability the funding of a “basket” or exception set forth in this Indenture, in each casean Incremental Revolving Commitment), in connection with the consummation of any acquisition or investment not prohibited hereunder that a Loan Party or a Subsidiary is contractually committed to consummate (it being understood that such commitment may be subject to conditions precedent, which conditions precedent may be amended or waived in accordance with the terms of the applicable agreement, so long as after giving effect thereto, such acquisition or investment would not be prohibited under the Loan Documents) and whose consummation is not conditioned on the availability of, or on obtaining, third party financing (or which cannot be terminated by such Loan Party or such Subsidiary without incurrence of a material payment or fee (any such acquisition or investment, a “Limited Condition Transaction”), the date of determinationdetermination shall, at the election option of the Issuer (Lead Borrower, be the Issuer’s election to exercise date the definitive agreements for such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time of Transaction are entered into (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of the definitive acquisition agreements or other binding contracts with respect to such transaction, or (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and such determination shall be made on the basis of financial information available as of the LCT Test Date and if, immediately after such ratios and other provisions are measured on a giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the such Limited Condition Transaction and the other transactions related thereto to be entered into in connection therewith (including any Incurrence incurrence of Debt indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter applicable test period ending prior to on the LCT Test Date, the Issuer such Loan Party could have taken consummated such action Limited Condition Transaction and such other transactions on the relevant LCT Test Date in compliance with such ratiosratio, absence of Default test or Event of Default or “basket”, then such ratio, absence of Default test or Event of Default or “basket” basket shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer has made an LCT Election and (x) 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 EBITDA of the target of any Borrowers or the person subject to such Limited Condition Transaction) ), at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” or ratios and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction relevant transaction or action is permitted hereunder and (y) to be consummated or taken; provided that if a Borrower makes such election, then in connection with any subsequent calculation of any ratio ratio, test or “basket” basket availability on or with respect to any transaction following the relevant LCT Test Date and prior to the earlier earliest of (i) the date on which such Limited Condition Transaction is consummated or (ii) consummated, the 120th day following the signing of the definitive agreement for such Limited Condition Transaction and the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio ratio, test or “basket” availability basket shall be calculated required to be satisfied on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have been consummated.

Limited Condition Transactions. For purposes of (i) determining When calculating the availability under any basket or ratio under this Indenture or compliance with any provision in of this Indenture that requires the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, in each case, in connection with a Limited Condition Transaction, the date of determination, at the election of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition TransactionTransaction and any actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales), in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default)) under this Indenture shall be deemed to be at the time of date (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of the definitive acquisition agreements or other binding contracts with respect to such transaction, or (y) the consummation of such transaction (such applicable date, the “LCT Test Date”)) the definitive agreements for such Limited Condition Transaction are entered into (or, and if applicable, the date of delivery of an irrevocable notice, declaration of a Restricted Payment or similar event) and, if, after such ratios and other provisions are measured on a giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving 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 Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter period ending prior to the LCT Test Date, the Issuer 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 ratiosratio, absence of Default test or Event of Default or “basket”basket (and any related requirements and conditions), such ratio, absence of Default test or Event of Default or “basket” basket (and any related requirements and conditions) shall be deemed to have been complied withwith (or satisfied) for all purposes (in the case of Debt, for example, whether such Debt 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, (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 Debt and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and (c) Consolidated Interest Expense will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Debt or, if no such indicative interest margin exists, as reasonably determined by the Company in good faith. For the avoidance of doubt, if the Issuer Company has made an LCT Election and Election: (x1) if any of the ratios ratios, tests or “baskets” 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 (or satisfied) as a result of fluctuations in any such ratio ratio, test or “basket” (, including due to fluctuations in Consolidated Operating EBITDA or Total Assets of the target of any Limited Condition Transaction) at Company or prior the Person subject to the consummation of the relevant such Limited Condition Transaction, such “baskets” , tests or ratios and other provisions shall not will be deemed not to have been exceeded or failed to have been complied (or satisfied)with as a result of such fluctuations solely fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for purposes which compliance or satisfaction was determined or tested as of determining whether the Limited Condition Transaction is permitted hereunder LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of a Default or Event of Default), such requirements and conditions will be deemed not to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing); and (y3) in calculating the availability under any ratio, test or basket in connection with any subsequent calculation of any ratio action or “basket” availability on or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio ratio, test or “basket” availability basket shall be calculated on a determined or tested giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming effect to such Limited Condition Transaction and 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 consummatedTransaction.

Limited Condition Transactions. For Notwithstanding anything to the contrary herein, in connection with any action (including any Limited Condition Transaction itself) being taken solely in connection with a Limited Condition Transaction, for purposes of of: (ia) determining compliance with any provision in of this Indenture that Agreement which requires the calculation of any financial ratio or test, including the Total First Lien Net Leverage Ratio, Total Secured Net Leverage Ratio, Total Net Leverage Ratio and Fixed Charge Coverage Ratio; (iib) determining compliance with the requirement regarding testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Net Income); (c) testing the absence of a Default or Event of Default Default; or (d) the making of any representations or any type of Default or Event of Default) or warranties (iii) testing any ratio or cap measured as other than pursuant to a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indentureborrowing under the Revolving Facility), in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer Borrower Representative (the IssuerBorrower Representative’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 under the Loan Documents shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements for (or in the case of a Limited Condition Transaction that involves some other manner of establishing a binding obligation under local law, such other binding contracts with respect obligations to such transactionconsummate), or irrevocable notice of, such Limited Condition Transaction are entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Debt Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most recently completed four fiscal quarter period Test Period ending prior to the LCT Test Date, Holdings, the Issuer could Top Borrower or the Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratiosratio, absence of basket, test, Default or Event of Default “blocker” or “basket”making of representations and warranties, such ratio, absence of basket, test, Default or Event of Default “blocker” or “basket” making of representations and warranties shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer Borrower Representative has made an LCT Election and (x) any of the ratios ratios, baskets, tests, Default or Event of Default “basketsblocker” or making of representations and warranties 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, basket, test, Default or Event of Default “basketblocker” (or making of representations and warranties, including due to fluctuations of the target of any Limited Condition Transaction) in Consolidated EBITDA at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such baskets, ratios, tests, Default or Event of Default “basketsblocker” or ratios making of representations and other provisions shall warranties will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and 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 consummatedfluctuations.

Limited Condition Transactions. For purposes Notwithstanding anything to the contrary herein, to the extent that the terms of this Credit Agreement require (i) determining compliance with any provision in this Indenture that requires the calculation of any financial ratio or test (including any Consolidated Net Leverage Ratio test, any Consolidated Interest Coverage Ratio test or any Consolidated Senior Secured Net Leverage Ratio test), (ii) determining compliance with the requirement regarding availability under baskets set forth in this Credit Agreement or any other Credit Document (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets), (iii) the absence of a Default or Event of Default (or any type of Default or an Event of Default) , or (iiiiv) testing any ratio a determination as to whether the representations and warranties contained in this Credit Agreement or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” Credit Document, or exception set forth which are contained in this Indentureany 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 TransactionTransaction or the incurrence of Indebtedness in connection therewith, the date determination of determinationwhether the relevant condition is satisfied or if there is availability under a basket, as applicable, may be made, at the election of the Issuer Borrower, (A) in the case of a Permitted Acquisition or other Investment, in each case that is a Limited Condition Transaction, at the time of (or on the basis of the financial statements for the most recent four (4) fiscal quarter period for which financial statements were required to be delivered pursuant to Section 7.01(a) or (b) at the time of) either (1) the execution and delivery of the definitive agreement with respect to such Permitted Acquisition or other Investment, or (2) the consummation of such Permitted Acquisition or other Investment and related incurrence of Indebtedness 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, at the time of (or on the basis of the financial statements for the most recent four (4) fiscal quarter period for which financial statements were required to be delivered pursuant to Section 7.01(a) or (b) at the time of) 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 Issuer’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 : (w) the condition set forth in clause (a) of the definition of “LCT Election”), Permitted Acquisition” shall be deemed to satisfied if (I) no Event of Default shall have occurred and be continuing as of the applicable LCT Test Date, and (II) no Event of Default under Section 9.01(a) or 9.01(e) shall have occurred and be continuing at the time of consummation of such Limited Condition Transaction; (on x) if the basis proceeds of an Additional Term Loan pursuant to Section 2.01(c) are being used to finance such Limited Condition Transaction, then (I) the consolidated financial statements conditions set forth in Section 2.01(c)(vi) and Section 5.02(a) shall be required to be delivered satisfied at the time of closing of the Limited Condition Transaction and funding of such Additional Term Loan 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 Additional Term Loans, and (II) the conditions set forth in Section 2.01(c)(v) and Section 5.02(b) shall, if and to the extent the lenders providing such Additional Term Loan so agree, be satisfied if (1) no Default or Event of Default shall have occurred and be continuing as of the applicable LCT Test Date; and (2) no Event of Default under Section 905 for 9.01(a) or 9.01(e) shall have occurred and be continuing at the most recently ended four fiscal quarter period) either (x) the execution time of the definitive acquisition agreements or other binding contracts funding of such Additional Term Loan in connection with respect to such transaction, or (y) the consummation of such Limited Condition Transaction; and (y) such Limited Condition Transaction and the related Indebtedness to be incurred (and any associated Lien) and the use of proceeds thereof (and the consummation of any Permitted Acquisition or Investment) shall be deemed incurred and/or applied at the LCT Test Date (until such time as the Indebtedness is actually incurred or the applicable definitive agreement is terminated or expired without actually consummating the applicable Limited Condition Transaction) and outstanding thereafter for purposes of giving effect to such transaction on a Pro Forma Basis (other than for purposes of determining compliance on a Pro Forma Basis in connection with the making of any Restricted Payment) with any applicable calculation of the financial covenants set forth in Section 7.07, or the amount or availability of any basket, including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets (it being understood and agreed that with respect to any such applicable dateratio test or basket to be used to effect a Restricted Payment, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance Borrower shall demonstrate compliance with the applicable provisions of this Indenture) test both after giving effect to the applicable Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they assuming that such transaction had occurred at the beginning of the most recently completed four fiscal quarter period ending prior to the LCT Test Date, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratios, absence of Default or Event of Default or “basket”, such ratio, absence of Default or Event of Default or “basket” shall be deemed to have been complied withnot occurred). For the avoidance of doubt, if the Issuer has made an LCT Election and (x) 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 of the target of any Limited Condition Transaction) in Consolidated EBITDA), at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” ratios or ratios and other provisions shall amounts will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Transaction is permitted hereunder to be consummated or taken. It is understood and (yagreed that this Section 1.03(d) shall not limit the conditions set forth in Section 5.02 with respect to any proposed Credit Extension, in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such a Limited Condition Transaction is consummated or otherwise except as set forth in clause (iix) above in connection with the date that use of the definitive agreement for such proceeds of an Additional Term Loan to finance a Limited Condition Transaction is terminated or expires without consummation (and, in the case of such Limited Condition Transactionclause (x), any only if and to the extent the lenders providing such ratio or “basket” availability shall be calculated on a pro forma basis Additional Term Loan so agree as provided in such clause (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Debt and the use of proceeds thereof (but without netting the cash proceeds thereofx)) had been consummated).

Limited Condition Transactions. For 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 in of this Indenture that Agreement which requires the calculation of any financial ratio or test, including the Consolidated Senior Secured Net Leverage Ratio and Consolidated Total Net Leverage Ratio and Consolidated Fixed Charge Coverage Ratio; (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated Total Assets); or (iii) determining other compliance with this Agreement (including the requirement regarding the absence of a determination that no Default or Event of Default (has occurred, is continuing or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, would result therefrom); in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer Lead Borrower (the IssuerLead 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 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 consolidated financial statements required to be delivered under Section 905 9.01 Financials for the most recently ended four fiscal quarter periodTest Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts agreement with respect to which such transaction, acquisition or Investment or (y) the consummation of such transaction 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 applicable dateDividend 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) the delivery of irrevocable (which may be conditional) notice with respect to such payment or prepayment or redemption or acquisition of such Indebtedness or (y) the making of such voluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness (the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to for the Limited Condition Transaction (and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter period ending prior to the LCT Test Datetherewith), the Issuer could Lead Borrower 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 ratiosratio, absence of Default test or Event of Default or “basket”, such ratio, absence of Default test or Event of Default or “basket” basket shall be deemed to have been complied with, except that, for the avoidance of doubt, in no event will the determination of Availability (on a stand-alone basis or as a component of Payment Conditions or Distribution Conditions) be made on any date other than the date of any applicable acquisition, Dividend, or other transaction. For the avoidance of doubt, if the Issuer Lead Borrower has made an LCT Election and (x) any of the ratios ratios, tests or “baskets” 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 Total Assets of the target of any Lead Borrower or the Person subject to such Limited Condition Transaction) , at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” , tests or ratios and other provisions shall will not be deemed to have failed to have been exceeded complied with as a result of such fluctuations solely fluctuations. If the Lead Borrower has made an LCT Election for purposes of determining whether the any Limited Condition Transaction is permitted hereunder and (y) 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, the making of Dividends, the making of any Investment permitted under Section 10.05, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Lead Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “basket” availability on or Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or “basket” availability basket shall be calculated required to be satisfied on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have been consummated.

Limited Condition Transactions. For purposes Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio, calculating availability under baskets or determining other compliance with this Agreement (including the determination of (i) determining compliance with any provision in of this Indenture Agreement which requires (x) that requires the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a no Default or Event of Default (has occurred, is continuing or any type of Default or Event of Default) would result therefrom or (iiiy) testing any ratio or cap measured as a percentage the accuracy of Pro Forma Consolidated Cash Flow Available for Fixed Charges representations and any other availability of a “basket” or exception set forth in this Indenture, in each case, warranties) in connection with the consummation of a Limited Condition Transaction, the date of determinationdetermination of such ratio, the determination of the accuracy of such representations and warranties, the calculation of the availability of such baskets, the determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom, or other applicable covenant shall, at the election option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time of date the binding definitive agreements for such Limited Condition Transaction are entered into (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of the definitive acquisition agreements or other binding contracts with respect to such transaction, or (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), ) and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCT Test Date, the Issuer Borrower or applicable Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with such ratios, absence of Default or Event of Default or “basket”ratios and provisions, such ratio, absence of Default or Event of Default or “basket” provisions shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer has made an LCT Election and (x) if any of the such ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date baskets are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transactionin Consolidated EBITDA) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” ratios or ratios baskets and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related transactions. If the Borrower has made an LCT Election for any subsequent calculation of any ratio or “basket” availability Limited Condition 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 for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition TransactionTransaction (or termination of the binding definitive agreement with respect thereto), then (x) such Indebtedness (and any associated Lien) shall be deemed incurred at the time of such LCT Election and outstanding thereafter for the purposes of pro forma compliance with any applicable ratios and (y) for purposes of any calculation with respect to the incurrence of any other Indebtedness or Liens, or the making of any other Acquisition, Investment, Restricted Payment or other transaction, in each case that is subject to compliance with a ratio, test or basket availability, any such ratio (excluding, for the avoidance of doubt, the ratio contained in Section 7.07(a)), test or “basket” basket availability shall also be required to be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming without giving effect to such Limited Condition Transaction and 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 consummatedTransaction.

Limited Condition Transactions. For Notwithstanding anything to the contrary herein or in any other Loan Document, 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 in of this Indenture that Agreement which requires the calculation of any financial ratio or test, (ii) determining compliance with including the requirement regarding Consolidated Interest Coverage Ratio, Consolidated First Lien Leverage Ratio, Consolidated Total Net Leverage Ratio, Debt to Cash Flow Ratio and Fixed Charge Coverage Ratio, or requires the absence of a any Default or Event of Default or the making of representations and warranties; or (or any type of Default or Event of Default) or (iiib) testing any ratio or cap availability under baskets set forth in this Agreement (including baskets measured as a percentage of Pro Forma Total Assets or Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, Flow); in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer Borrower (the IssuerBorrower’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 at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, or Limited Condition Transaction are entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof, the granting of any Liens and the making of any Restricted Payment) on a pro forma basis as if they had occurred at the beginning of the most recently completed period of four consecutive fiscal quarter period quarters for which the financial statements and certificates required by Sections 5.04(a) or 5.04(b), as the case may be, have been or were required to have been delivered ending prior to the LCT Test Date, the Issuer could Borrower would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratiosratio, test or basket, or any requirement relating to the absence of any Default or Event of Default or “basket”and the making of representations and warranties, such ratio, absence of Default test or Event of Default basket or “basket” requirement shall be deemed to have been complied with; provided, that if the Borrower has made an LCT Election for any Limited Condition Transaction, then (x) in connection with any subsequent calculation of any financial ratio or basket availability with respect to any Restricted Payments on or following such date of the execution of the definitive agreement and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the applicable definitive agreement is terminated or expires without consummation of such Limited Condition Transaction, any such financial ratio or basket shall be calculated (and tested) on a pro forma basis assuming that such Limited Condition Transaction had been consummated and also calculated (and tested) on a pro forma basis assuming that such Limited Condition Transaction had not been consummated and (y) in connection with any other purposes (other than the testing of compliance with Section 6.11 or 6.12, but including testing pro forma compliance with such financial covenants), any such financial ratio or basket shall be calculated (and tested) on a pro forma basis assuming that such Limited Condition Transaction had been consummated. For the avoidance of doubt, if the Issuer Borrower has made an LCT Election and (x) any of the ratios ratios, tests or “baskets” 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 of the target of any Limited Condition Transaction) in Consolidated Cash Flow or Total Assets at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” , tests or ratios and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and 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 consummatedfluctuations.

Limited Condition Transactions. For 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 in of this Indenture that Agreement which requires the calculation of any financial ratio the Interest Coverage Ratio, the Total Leverage Ratio or test, the Secured Leverage Ratio; (ii) determining compliance with the requirement regarding the absence accuracy of representations and warranties and/or whether a Default or Event of Default shall have occurred and be continuing (or any type subset of Default Defaults or Event Events of Default) or ); or (iii) testing any ratio or cap availability under baskets set forth in this Agreement (including baskets measured as a percentage of Pro Forma Consolidated Cash Flow EBITDA or Consolidated Total Assets or by reference to the Available for Fixed Charges and any other availability of a “basket” Amount or exception set forth in this Indenture, the Available Equity Amount); in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer Company (the IssuerCompany’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 related to such Limited Condition Transaction, the date of determination of whether any such action is permitted hereunder, shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, or Limited Condition Transaction are entered into (y) the consummation of such transaction (such applicable date, the “LCT LCA Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter period recent Test Period ending prior to the LCT LCA Test Date, the Issuer Company could have taken such action on the relevant LCT LCA Test Date in compliance with such ratios, absence of Default ratio or Event of Default or “basket”, such ratio, absence of Default ratio or Event of Default or “basket” basket shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer Company has made an LCT LCA Election and (x) any of the ratios or “baskets” 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 of the target of any Company or the Person subject to such Limited Condition Transaction) , at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” baskets or ratios and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely fluctuations; however, if any ratios improve or baskets increase as a result of such fluctuations, such improved ratios or baskets may be utilized. If the Company has made an LCA Election for purposes of determining whether the any Limited Condition Transaction is permitted hereunder and (y) Transaction, then in connection with any subsequent calculation of any ratio or “basket” availability the incurrence ratios subject to the 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 without consummation of such Limited Condition Transaction, any such ratio or “basket” availability basket shall be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness or Liens and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have been consummated.

Limited Condition Transactions. For (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of any provision of this Indenture 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 Issuer, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreement for such Limited Condition Transaction is entered into. (ib) Furthermore, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (1) determining compliance with any provision in of this Indenture that requires which will require the calculation of any financial ratio or test, including the Consolidated Coverage Ratio, the Consolidated Total Net Leverage Ratio and the Consolidated Secured Net Leverage Ratio; or (ii) determining compliance with the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii2) testing any ratio or cap availability under baskets to be set forth in this Indenture (including baskets measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” EBITDA or exception set forth in this Indenture, Total Assets); in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer (the Issuer’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 at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to agreement for such transaction, or Limited Condition Transaction is entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter period ending prior to the LCT Test DateTransaction, the Issuer 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 ratiosratio, absence of Default test or Event of Default or “basket”, such ratio, absence of Default test or Event of Default or “basket” basket shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer has made an LCT Election and (x) any of the ratios ratios, tests or “baskets” 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 of the target of any Limited Condition Transaction) in Consolidated EBITDA or Total Assets, at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” , tests or ratios and other provisions shall will not be deemed to have failed to have been exceeded satisfied as a result of such fluctuations solely fluctuations. If the Issuer has made an LCT Election for purposes of determining whether the any Limited Condition Transaction is permitted hereunder and (y) Transaction, then in connection with any subsequent calculation of any ratio event or “basket” availability on or following transaction occurring after the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or 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 passes, as applicable, without consummation of such Limited Condition Transaction (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” availability basket shall be calculated required to be satisfied on a pro forma basis Pro Forma Basis (determined in accordance with the applicable provisions of this Indenturei) assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated and (including any Incurrence of Debt ii) assuming such Limited Condition Transaction and the use of proceeds thereof (but without netting the cash proceeds thereof)) had other transactions in connection therewith have not been consummated.

Limited Condition Transactions. For purposes of Notwithstanding anything in this Agreement or any other Credit Document to the contrary, when (ia) determining compliance with any provision in of this Indenture Agreement that requires the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a that no Default or Event of Default has occurred, is continuing or would result therefrom, (b) making or determining the accuracy of any type of Default or Event of Default) representations and warranties or (iiic) testing any ratio or cap measured as a percentage solely for purposes of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this IndentureSection 3.3, calculating pro forma compliance with the Financial Covenants, in each case, in connection with a any Limited Condition TransactionTransaction or any Related Transactions with respect thereto, the date of determinationdetermination shall, at the election option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to such transactionthe date of delivery of irrevocable notice (or, in the case of a redemption or repayment of Debt in the form of a tender offer, at the time of launch thereof), as applicable, or in respect of any Related Transaction, any similar event (yand not the time of consummation) the consummation of for such transaction Limited Condition Transaction are entered into or delivered (such applicable date, the “LCT Test Date”), and if, after giving effect to such ratios Limited Condition Transaction and other provisions are measured any Related Transactions with respect thereto, on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they had occurred on the first day of the then most recently ended period of four consecutive fiscal quarters (for income statement purposes) or at the beginning end of the such most recently completed ended period of four consecutive fiscal quarter period ending prior to the LCT Test Datequarters (for balance sheet purposes), the Issuer could Borrower 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 ratiosDate, absence of Default or then, so long as no Event of Default or “basket”specified in clauses 6.1(g) and 6.1(h) has occurred and is continuing on the date such Limited Condition Transaction is consummated, such ratiodefault provision, absence of Default representation, warranty or Event of Default or “basket” other provision shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer Borrower has made an LCT Election and (x) 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 “basket” (including due to fluctuations of the target of any Limited Condition Transaction) basket or otherwise, at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” , tests or ratios and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely fluctuations. If the Borrower has made an LCT Election for purposes of determining whether the any Limited Condition Transaction is permitted hereunder and (y) Transaction, then in connection with any subsequent calculation of any ratio ratio, test, basket availability, default provision, representation or warranty with respect to the incurrence of Debt or Liens, the making of Restricted Payments, dispositions, Permitted Acquisitions, other Investments, or any merger, dissolution, liquidation or consolidation (each of the foregoing, a “basket” availability on or Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated (or, if applicable, the irrevocable notice of similar event is terminated or expires or the tender offer is abandoned (as determined by the Borrower in good faith)) without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test, basket, default provision, representation or “warranty shall be required to be satisfied on a pro forma basis assuming such Limited Condition Transaction and any Related Transactions with respect thereto have been consummated on the first day of the then most recently ended period of four consecutive fiscal quarters; provided that with respect to any such Subsequent Transaction that is a Restricted Payment, any such ratio, test, basket” availability , default provision, representation or warranty shall also be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and other transactions any Related Transactions with respect thereto have not been consummated. Notwithstanding anything to the contrary set forth herein, it is understood and agreed that this Section 1.6 shall not limit the conditions set forth in Section 3.3 with respect to any proposed Borrowing under the Revolving Credit facility or any proposed issuance of a Letter of Credit (in each case, whether such proposed Borrowing or issuance is in connection therewith (including any Incurrence of Debt and the use of proceeds thereof (but without netting the cash proceeds thereofwith a Limited Condition Transaction or otherwise)) had been consummated.

Limited Condition Transactions. For purposes Notwithstanding anything to the contrary in this Agreement, to the extent that the terms of the Loan Documents require (i) determining compliance with any provision in this Indenture that requires the calculation of any financial ratio or test, test and/or the amount of Consolidated EBITDA or CTA or (ii) determining compliance with the requirement regarding the absence of a Default or Event of Default (or any type of Default default or Event event of Defaultdefault) in each case as a condition to (A) the consummation of any transaction in connection with any Permitted Acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any restricted repayment of Indebtedness (such action pursuant to clause (A), (B) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of C), a “basket” or exception set forth in this Indenture, in each case, in connection with a Limited Condition Transaction”), the date determination of determinationwhether the relevant condition is satisfied may be made, at the election of the Issuer Borrower (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an a “LCT Election”), shall be deemed to be (1) in the case of any Permitted Acquisition or similar Investment, at the time of (or on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter periodat the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts agreement with respect to such transaction, Permitted Acquisition or Investment or (y) the consummation of such transaction Permitted Acquisition or Investment, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended fiscal quarter at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any restricted repayment of Indebtedness, at the time of (or on the basis of the financial statements for the most recently ended fiscal quarter at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such restricted repayment of Indebtedness or (y) the making of such restricted repayment of Indebtedness (the applicable datedate pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), and ifin each case, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and relevant Permitted Acquisition, Restricted Payment and/or restricted repayment of Indebtedness on a Pro Forma Basis. If the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter period ending prior to the LCT Test Date, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratios, absence of Default or Event of Default or “basket”, such ratio, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer Borrower has made an a LCT Election and (x) 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 of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions shall not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) 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 CTA with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments or restricted repayment of Indebtedness on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or “basket” availability test and/or the amount of Consolidated EBITDA or CTA shall be calculated tested by calculating the availability under such financial ratio or test and/or the amount of Consolidated EBITDA or CTA, as applicable, (i) on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof), and (ii) had with respect to clauses (B) and (C) above, on a non-Pro Forma Basis assuming such transactions have not been consummated.

Limited Condition Transactions. For purposes of Notwithstanding anything in this Agreement or any Loan Document to the contrary, when (i) calculating any applicable ratio in connection with the making of an Investment, including any Permitted Acquisitions, (ii) determining the accuracy of any representation or warranty, (iii) determining whether any Default or Event of Default has occurred, is continuing or would result from any action, or (iv) determining compliance with any provision in this Indenture that requires the calculation of other condition precedent to any financial ratio action or test, (ii) determining compliance with the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenturetransaction, in each case, case of clauses (i) through (iv) in connection with a Limited Condition Transaction, the date of determinationdetermination of such ratio, the accuracy of such representation or warranty (but taking into account any earlier date specified therein), whether any Default or Event of Default has occurred, is continuing or would result therefrom, or the satisfaction of any other condition precedent shall, at the election option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT LCA Election”), shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date that the definitive acquisition agreements or other binding contracts with respect to agreement for such transaction, or Investment is entered into (y) the consummation of such transaction (such applicable date, the “LCT LCA Test Date”), and if, after such ratios and other provisions are measured . If on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) such ratios, representations and warranties, absence of defaults, satisfaction of conditions precedent and other provisions are calculated as if they such Limited Condition Transaction or other transactions had occurred at the beginning of the most recently completed four recent fiscal quarter period ending prior to the LCT LCA Test DateDate for which financial statements have been delivered pursuant to Section 5.1(a) or (b), as applicable, the Issuer Borrower could have taken such action on the relevant LCT LCA Test Date in compliance with such ratios, absence of Default the applicable ratios or Event of Default or “basket”other provisions, such ratio, absence of Default or Event of Default or “basket” provisions shall be deemed to have been complied with, (x) unless an Event of Default pursuant to Sections 8.1(a), 8.1(b), 8.1(g), 8.1(h), or 8.1(i) shall be continuing on the date such Limited Condition Transaction is consummated, and (y) so long as the date on which such Limited Condition Transaction occurs is not more than six (6) months after the LCA Test Date. For the avoidance of doubt, (i) if the Issuer has made an LCT Election and (x) any of the ratios such ratios, representations and warranties, 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 of the target of any Limited Condition Transaction) in Consolidated EBITDA), a change in facts and circumstances or other provisions at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios ratios, representations and warranties, absence of defaults, satisfaction of conditions precedent and other provisions shall 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 Limited Condition Transaction is and any related transactions are permitted hereunder and (yii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction, so long as the date on which such Limited Condition Transaction is consummated is not more than six (6) months after the LCA Test Date. If the Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or “basket” basket availability with respect to any other transaction 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 without consummation of such Limited Condition Transaction, any such ratio or “basket” availability basket shall be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have been consummated. For purposes of any calculation pursuant to this Section 1.7 of the Consolidated Fixed Charge Coverage Ratio, clause (a) of the definition of Consolidated 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 in good faith.

Limited Condition Transactions. For purposes of (ia) determining When calculating the availability under any basket or ratio under this Indenture or compliance with any provision in of this Indenture that requires the calculation of in connection with any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges Limited Condition Transaction and any other availability actions or transactions related thereto (including, without limitation, acquisitions, Investments, the incurrence or issuance of a “basket” or exception set forth in this IndentureIndebtedness and the use of proceeds thereof, the incurrence of Liens and repayments), in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including, without limitation, as to the absence of any continuing Default or Event of Default)) under the Indenture shall be deemed to be at the time of date (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of the definitive acquisition agreements or other binding contracts with respect to such transaction, or (y) the consummation of such transaction (such applicable date, the “LCT Test Date”) the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, the date of delivery of an irrevocable notice or similar event), and if, after such ratios and other provisions are measured on a giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving 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 or issuance of Debt Indebtedness and the use of proceeds thereof, the incurrence of Liens and repayments) as if they had occurred at the beginning of the most recently completed four fiscal quarter period ending prior to the LCT Test Dateand any related pro forma adjustments, the Issuer could 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 ratiosratio, absence of Default test or Event of Default or “basket”basket (and any related requirements and conditions), such ratio, absence of Default test or Event of Default or “basket” basket (and any related requirements and conditions) shall be deemed to have been complied with. with (or satisfied) for all purposes under the 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 Issuer 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, without limitation, acquisitions, Investments, the incurrence or issuance of Indebtedness, Disqualified Equity Interests or preferred stock and the use of proceeds thereof, the incurrence of Liens and repayments). (b) For the avoidance of doubt, if the Issuer has made an LCT Election and Election, (x1) if any of the ratios ratios, tests or “baskets” 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 of the target of any Limited Condition Transaction) at Issuer or prior the Person subject to the consummation of the relevant such Limited Condition Transaction, such “baskets” , tests or ratios and other provisions shall 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 Limited Condition Transaction is permitted hereunder Issuer or 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 an Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing); and (y3) in calculating the availability under any ratio, test or basket in connection with any subsequent calculation of any ratio action or “basket” availability on or transaction unrelated to such Limited Conditionality Transaction following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio ratio, test or “basket” availability basket shall be calculated on a determined or tested giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming effect to such Limited Condition Transaction and 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 consummatedTransaction.

Limited Condition Transactions. For purposes of (i) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when determining compliance with any provision in this Indenture that requires applicable conditions to the calculation consummation of any financial ratio or testLimited Condition Transaction (including, (ii) determining compliance with the requirement regarding the absence of a without limitation, any Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, in each case, in connection with a Limited Condition Transactioncondition), the date of determinationdetermination of such applicable conditions shall, at the election option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, or Limited Condition Transaction are entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”). If, and if, after based on the calculation of such ratios and other provisions are measured applicable condition on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at on the beginning first day of the most recently completed four fiscal quarter period of the Borrower most recently ending prior to the LCT Test DateDate for which financial statements are delivered to the Administrative Agent, the Issuer Borrower or a Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with the applicable conditions thereto, then such ratios, absence of Default or Event of Default or “basket”, such ratio, absence of Default or Event of Default or “basket” applicable conditions shall be deemed to have been complied with, unless an Event of Default described in clauses (a), (e) (solely with respect to the Borrower), (f) (solely with respect to the Borrower) or (h)(ii) of Section 8.01 shall be continuing on the date such Limited Condition Transaction is actually consummated. For the avoidance of doubt, if an LCT Election is made, then the Issuer applicable conditions thereto shall not be tested at the time of consummation of such Limited Condition Transaction. 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 are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions shall not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) then in connection with any subsequent calculation of any ratio or “basket” basket availability with respect to any other 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 for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability basket shall be calculated both (x) on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and other related transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof thereof) have been consummated and (but without netting y) on a pro forma basis assuming such Limited Condition Transaction and other related transactions in connection therewith (including any incurrence of Indebtedness and the cash use of proceeds thereof)) had have not been consummated, and the applicable action shall only be permitted if there is sufficient availability under the applicable ratio or basket under both of the calculations pursuant to subsections (x) and (y).

Limited Condition Transactions. For purposes of (i) determining compliance with When calculating the availability under any provision in basket or ratio under this Indenture that requires the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage condition to the consummation of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability Limited Condition Transaction or the incurrence of a “basket” or exception set forth in this Indenture, in each case, any Indebtedness in connection with a Limited Condition Transactiontherewith, the date determination of determinationwhether the relevant condition, may be made, at the irrevocable election of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transactionelection, an a “LCT Election”), shall be deemed to be at the time of (and on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter periodperiod for which financial statements are available at the time of) either (xa) the execution of the date that a definitive acquisition agreements agreement, irrevocable notice or other binding contracts with respect to declaration, as applicable, for such transactionLimited Condition transaction is entered into, delivered or announced, as applicable, or (yb) the date of the consummation of such transaction Limited Condition Transaction, in each case, after giving effect to the relevant Limited Condition Transaction and any related transactions (including any incurrence of Indebtedness and the use of proceeds thereof), on a pro forma basis (such applicable date, the “LCT Test Date”). If the Issuer makes such a LCT Election, and if, after such ratios and other provisions are measured any subsequent calculation of any basket or ratio shall be calculated on a an equivalent pro forma basis (determined in accordance with basis, unless the applicable provisions definitive agreement, irrevocable notice or declaration for such Limited Condition Transaction expires or is terminated without consummation of this Indenture) after giving effect such Limited Condition Transaction. Any LCT Election shall be made pursuant to a written notice from the Issuer to the Trustee at the time of the execution of the definitive agreements, irrevocable notice or declaration with respect to the Limited Condition Transaction; provided, however, that, to the extent the Issuer has not delivered such written notice to the Trustee by the time of execution of the definitive agreements, irrevocable notice or declaration with respect to such Limited Condition Transaction, the relevant conditions required to be satisfied as a condition to consummating such transaction and/or incurring such Indebtedness will be tested at the time of consummation of such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence related incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter period ending prior to the LCT Test Date, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratios, absence of Default or Event of Default or “basket”, such ratio, absence of Default or Event of Default or “basket” shall be deemed to have been complied withIndebtedness. For the avoidance of doubt, if the Issuer has made an a LCT Election and (x) any of the ratios or “baskets” 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 of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” baskets or ratios and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely for purposes fluctuations. For the avoidance of determining whether doubt, the Limited Condition Transaction is permitted hereunder and (y) Trustee shall have no responsibility whatsoever to make, to monitor or in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transactionmanner whatsoever in respect of, any such ratio or “basket” availability shall be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and 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 consummatedcalculations.

Limited Condition Transactions. For purposes of (i) determining compliance with any provision in this Indenture that requires Notwithstanding anything to the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenturecontrary herein, in each case, in connection with the event that the Company provides written notice to the Administrative Agent designating a proposed transaction as a Limited Condition Transaction, Transaction and indicating the date of determination, at Company’s intention to test the election of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of the definitive acquisition agreements or other binding contracts with respect conditions to such transaction, or (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions availability of the Incremental Term Loan that is to be entered into used to finance such Limited Condition Transaction in connection therewith accordance with this Section, then the following provisions shall apply: (including i) any Incurrence of Debt condition to such Limited Condition Transaction or such Incremental Term Loan that the Loan Parties be in compliance with the financial covenants set forth in Section 8.11 immediately after giving effect to such Limited Condition Transaction and the use incurrence of proceeds thereof) such Incremental Term Loan on a Pro Forma Basis recomputed as if they had occurred at the beginning of the end of the period of the four fiscal quarters most recently completed ended for which the Company has delivered financial statements pursuant to Section 7.01(a) or (b) shall be satisfied if the Loan Parties are in compliance with such financial covenants immediately after giving effect to such Limited Condition Transaction and the incurrence of such Incremental Term Loan on a Pro Forma Basis recomputed as of the end of the period of the four fiscal quarter period ending quarters most recently ended for which the Company has delivered financial statements pursuant to Section 7.01(a) or (b) immediately prior to the LCT Test Date, ; (ii) any condition to such Incremental Term Loan that the Issuer could have taken Consolidated Net Leverage Ratio not exceed a specified level immediately after giving effect to the incurrence of such action Incremental Term Loan on a Pro Forma Basis recomputed as of the relevant LCT Test Date end of the period of the four fiscal quarters most recently ended for which the Company has delivered financial statements pursuant to Section 7.01(a) or (b) shall be satisfied if the Loan Parties are in compliance with such ratios, absence Consolidated Net Leverage Ratio immediately after giving effect to the incurrence of such Incremental Term Loan on a Pro Forma Basis recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Company has delivered financial statements pursuant to Section 7.01(a) or (b) immediately prior to the LCT Test Date; (iii) any condition to such Limited Condition Transaction or such Incremental Term Loan that requires that no Default or Event of Default shall have occurred and be continuing at the time of such Limited Condition Transaction or “basket”, the incurrence of such ratio, absence of Incremental Term Loan shall be satisfied if (A) no Default or shall have occurred and be continuing on the LCT Test Date and (B) no Event of Default under Section 9.01(a), 9.01(f) or “basket” 9.01(g) shall have occurred and be continuing on the date of the consummation of such Limited Condition Transaction and the incurrence of such Incremental Term Loan; (iv) any condition to such Limited Condition Transaction or such Incremental Term Loan that the representations and warranties in Article VI 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 deemed to have been complied with. For true and correct at the avoidance time of doubtsuch Limited Condition Transaction or the incurrence of such Incremental Term Loan shall be satisfied if (A) the representations and warranties in Article VI or any other Loan Document, if the Issuer has made an LCT Election or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and (x) any of the ratios or “baskets” for which compliance was determined or tested correct as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or and (B) customary “basketspecified representations” and customary “specified purchase agreement representations” (including due to fluctuations or similar term), in each case as agreed by the Lenders providing such Incremental Term Loan, shall be true and correct on and as of the target date of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions shall not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and the incurrence of such Incremental Term Loan; and (yv) in connection with any subsequent calculation of any ratio ratio, test or basket availability with respect to any transaction (each a “basket” availability on or Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) and the date that on which the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is terminated or expires without consummation expires, for purposes of determining whether such Limited Condition TransactionSubsequent Transaction is permitted under this Agreement, any such ratio ratio, test or “basket” availability basket shall be calculated and tested and must be satisfied both (A) on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming Pro Forma Basis giving effect to such Limited Condition Transaction and other transactions in connection therewith the incurrence of such Incremental Term Loan have been consummated and (including any Incurrence of Debt B) without giving effect to such Limited Condition Transaction and the use incurrence of proceeds thereof (but without netting the cash proceeds thereof)) had been consummatedsuch Incremental Term Loan.

Limited Condition Transactions. For (a) In connection with any action 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 in of this Indenture that Agreement (other than actual compliance with Section 6.09 as of the last day of any fiscal quarter) which requires the calculation of any financial ratio or test, including the First Lien Net Leverage Ratio, Total Net Leverage Ratio, Senior Secured Net Leverage Ratio and any other financial ratio (and for the avoidance of doubt, to also include any financial ratio or test set forth in Section 2.19 or in any provision of this Agreement (other than Section 6.09) which requires compliance, on a Pro Forma Basis or otherwise, with Section 6.09 or (ii) determining compliance with the requirement regarding the absence testing availability under baskets set forth in this Agreement (including baskets or provisions herein measured as a percentage of Consolidated Total Assets or Annualized Operating Cash Flow and including any determination of whether a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges has occurred and any other availability of a “basket” or exception set forth in this Indentureis continuing), in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer Borrower (the IssuerBorrower’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 at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements agreement or other binding contracts with respect to irrevocable notice for such transaction, or Limited Condition Transaction are entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at on the beginning first day of the most recently completed four fiscal quarter 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 Issuer could Borrower would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratiosratio, absence of Default test or Event of Default or “basket”, such ratio, absence of Default test or Event of Default or “basket” basket shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer Borrower has made an LCT Election and (x) any of the ratios ratios, tests or “baskets” 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 the total assets or consolidated operating cash flow of the target of any Borrower or the person subject to such Limited Condition Transaction) , at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” , tests or ratios and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely fluctuations. If the Borrower has made an LCT Election for purposes of determining whether the any Limited Condition Transaction is permitted hereunder and (y) 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, the making of Restricted Payments, the making of any Investment, mergers, Divisions, 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 (a “basket” availability on or Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or “basket” availability basket shall be calculated required to be satisfied (i) on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (determined in accordance with including any incurrence of indebtedness and the applicable provisions use of this Indentureproceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have not been consummated.

Limited Condition Transactions. For purposes of Notwithstanding anything in this Agreement or any Loan Document to the contrary, (i) when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with representations and warranties or any provision in of this Indenture Agreement which requires that requires the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a no Default or Event of Default (has occurred, is continuing or any type of Default or Event of Defaultwould result therefrom) or (iiiii) or testing any ratio or cap availability under baskets set forth in this Agreement (including baskets measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, in each case, EBITDA,) in connection with the consummation of a Limited Condition Transaction, the date of determinationdetermination of such ratio or availability and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the election option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time date the definitive agreements for such Limited Condition Transaction are entered into (or, in respect of any transaction described in clause (on the basis b) of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter perioddefinition of a Limited Condition Transaction, delivery of irrevocable notice or similar event) either (x) the execution of the definitive acquisition agreements or other binding contracts with respect to such transaction, or (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), ) and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCT Test Date, the Issuer Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, absence of Default or Event of Default or “basket”baskets and provisions, such ratioratios, absence of Default or Event of Default or “basket” baskets and provisions shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer has made an LCT Election and (x) if 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” (including due to fluctuations in Consolidated EBITDA of the target of any Limited Condition TransactionBorrower) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related 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” basket availability with respect to any other transaction on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition 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) without consummation of such Limited Condition Transaction, any such ratio or “basket” availability basket shall be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and any associated Lien and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have been consummated.

Limited Condition Transactions. For (a) In connection with any action taken in connection with a Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing, an Investment or the 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 in of this Indenture that Agreement (other than actual compliance with Section 6.09 as of the last day of any fiscal quarter) which requires the calculation of any financial ratio or test, including the Consolidated Net Total Leverage Ratio, Consolidated Net Senior Secured Leverage Ratio and any other financial ratio (and for the avoidance of doubt, to also include any financial ratio or test set forth in Section 2.19 or in any provision of this Agreement (other than Section 6.09)) which requires compliance, on a Pro Forma Basis or otherwise, with Section 6.09 or (ii) determining compliance with the requirement regarding the absence testing availability under baskets set forth in this Agreement (including baskets or provisions herein measured as a percentage of Consolidated Total Assets or Consolidated EBITDA and including any determination of whether a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges has occurred and any other availability of a “basket” or exception set forth in this Indentureis continuing), in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer Borrower (the IssuerBorrower’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 at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements agreement or other binding contracts with respect to irrevocable notice for such transaction, Limited Condition Transaction are entered into or issued (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at on the beginning first day of the most recently completed four fiscal quarter 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 Issuer could Borrower would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratiosratio, absence of Default test or Event of Default or “basket”, such ratio, absence of Default test or Event of Default or “basket” basket shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer Borrower has made an LCT Election and (x) any of the ratios ratios, tests or “baskets” 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 the total assets or consolidated operating cash flow of the target of any Borrower or the person subject to such Limited Condition Transaction) , at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” , tests or ratios and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely fluctuations. (b) If the Borrower has made an LCT Election for purposes of determining whether the any Limited Condition Transaction is permitted hereunder and (y) 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, the making of Restricted Payments, the making of any Investment, mergers, divisions, 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 (a “basket” availability on or Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or “basket” availability basket shall be calculated required to be satisfied on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have been consummated.

Limited Condition Transactions. For purposes Notwithstanding any other provision of (i) determining compliance this Agreement, in connection with any provision in this Indenture that requires the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, in each case, action being taken in connection with a Limited Condition Transaction, for purposes of (a) determining compliance with any provision of this Agreement that requires the date calculation of determinationthe Fixed Charge Coverage Ratio, (b) testing availability under baskets set forth in this Agreement or (c) determining the accuracy of representations and warranties and/or whether a Default or Event of Default or Specified Event of Default shall have occurred and be continuing (other than with respect to Section 4.02), in each case, at the election option of the Issuer Borrower Representative (the IssuerBorrower Representative’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 at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to such transactionLimited Condition Transaction are entered into, or in the case of a Limited Condition Eligible Transaction (y) the consummation of such transaction (such applicable datein each case, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed recent period of four consecutive fiscal quarter period quarters ending on or prior to the LCT Test DateDate (or, if such date is not the last day of any fiscal quarter, the Issuer most recently completed fiscal quarter for which financial statements are required to have been delivered pursuant to Section 4.01(b) (at all times prior to the first delivery of financial statements after the Effective Date under Section 5.01(a) or (b)) or Section 5.01(a) or (b)), the Borrower Representative could have taken such action on the relevant LCT Test Date in compliance with such ratiosratio, basket or requirement with respect to the accuracy of representations and warranties or absence of Defaults or Events of Default or Specified Event of Default or “basket”Default, such ratio, absence of Default basket or Event of Default or “basket” requirement shall be deemed to have been complied with; provided, with respect to any provision that requires minimum Aggregate Excess Availability or Average Aggregate Excess Availability, compliance with such Aggregate Excess Availability or Average Aggregate Excess Availability test shall be made at the time any Limited Condition Transaction is consummated instead of on the LCT Test Date. For If the avoidance of doubt, if the Issuer Borrower Representative 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 are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions shall not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) then, in connection with any subsequent calculation of any ratio the ratios or “basket” availability 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 without consummation of such Limited Condition Transaction, any such ratio or “basket” availability basket shall be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indentureor Pro Forma Basis, if applicable) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness or Liens and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have been consummated.

Limited Condition Transactions. For (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision in of this Indenture that Agreement which requires the calculation of the Consolidated Secured Leverage Ratio, the Consolidated Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio ratio; or test, (ii) determining compliance with the requirement regarding the absence of a Default or Event of Default testing availability under baskets set forth in this Agreement (or any type of Default or Event of Default) or (iii) testing any ratio or cap including baskets measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” Total Assets or exception set forth in this IndentureConsolidated EBITDA, if any), in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer Parent Borrower (the IssuerParent 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 at the time of date (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of the definitive acquisition agreements or other binding contracts with respect to such transaction, or (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after (x) the definitive agreement for such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be is entered into in connection therewith 82 #98388029v19 (including any Incurrence of Debt and the use of proceeds thereofb) as if they had occurred at the beginning of the most recently completed four fiscal quarter period ending prior to the LCT Test Date, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratios, absence of Default or Event of Default or “basket”, such ratio, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer Parent Borrower has made an LCT Election and (x) any of the ratios or “baskets” 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 of in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or the target of any Person subject to such Limited Condition Transaction) , at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” baskets or ratios and other provisions shall 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 Parent Borrower has made an LCT Election for any Limited Condition Transaction is permitted hereunder and (y) Transaction, then in connection with any subsequent calculation of any ratio or “basket” 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 Parent 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 TransactionAcquisition, any such ratio or “basket” availability basket shall be calculated tested by calculating the availability under such ratio or basket on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any Incurrence incurrence of Debt Indebtedness and any associated Lien and the use of proceeds thereof 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 Parent Borrower in good faith). (but without netting 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 cash proceeds thereof)) had been consummated.option of Parent Borrower, be deemed satisfied, so long as no Default, 83 #98388029v19

Limited Condition Transactions. For purposes of Notwithstanding anything in this Agreement or any Loan Document to the contrary, when (i) calculating any applicable ratio in connection with the making of an Investment, including any Permitted Acquisitions, (ii) determining the accuracy of any representation or warranty, (iii) determining whether any Default or Event of Default has occurred, is continuing or would result from any action, or (iv) determining compliance with any provision in this Indenture that requires the calculation of other condition precedent to any financial ratio action or test, (ii) determining compliance with the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenturetransaction, in each case, case of clauses (i) through (iv) in connection with a Limited Condition Transaction, the date of determinationdetermination of such ratio, the accuracy of such representation or warranty (but taking into account any earlier date specified therein), whether any Default or Event of Default has occurred, is continuing or would result therefrom, or the satisfaction of any other condition precedent shall, at the election option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT LCA Election”), shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date that the definitive acquisition agreements or other binding contracts with respect to agreement for such transaction, or Investment is entered into (y) the consummation of such transaction (such applicable date, the “LCT LCA Test Date”), and if, after such ratios and other provisions are measured . If on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) such ratios, representations and warranties, absence of defaults, satisfaction of conditions precedent and other provisions are calculated as if they such Limited Condition Transaction or other transactions had occurred at the beginning of the most recently completed four recent fiscal quarter period ending prior to the LCT LCA Test DateDate for which financial statements have been delivered pursuant to Section 5.1(a) or (b), as applicable, the Issuer Borrower could have taken such action on the relevant LCT LCA Test Date in compliance with such ratios, absence of Default the applicable ratios or Event of Default or “basket”other provisions, such ratio, absence of Default or Event of Default or “basket” provisions shall be deemed to have been complied with, (x) unless an Event of Default pursuant to 8.1(a), 8.1(b), 8.1(h), 8.1(i) or 8.1(j) shall be continuing on the date such Limited Condition Transaction is consummated, and (y) so long as the date on which such Limited Condition Transaction occurs is not more than six (6) months after the LCA Test Date. For the avoidance of doubt, (i) if the Issuer has made an LCT Election and (x) any of the ratios such ratios, representations and warranties, 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 of the target of any Limited Condition Transaction) in Consolidated EBITDA), a change in facts and circumstances or other provisions at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios ratios, representations and warranties, absence of defaults, satisfaction of conditions precedent and other provisions shall 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 Limited Condition Transaction is and any related transactions are permitted hereunder and (yii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction, so long as the date on which such Limited Condition Transaction is consummated is not more than six (6) months after the LCA Test Date. If the Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or “basket” basket availability with respect to any other transaction 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 without consummation of such Limited Condition Transaction, any such ratio or “basket” availability basket shall be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have been consummated. For purposes of any calculation pursuant to this Section 1.7 of the Consolidated Fixed Charge Coverage Ratio, clause (a) of the definition of Consolidated 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 in good faith.

Limited Condition Transactions. For purposes of (i) determining compliance with any provision in this Indenture that requires the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges LTM EBITDA and any other availability of a “basket” or exception set forth in this Indenture, in each case, in connection with a Limited Condition Transaction, the date of determination, at the election of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of the definitive acquisition agreements or other binding contracts with respect to such transaction, or (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter period ending prior to the LCT Test Date, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratios, absence of Default or Event of Default or “basket”, such ratio, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. Notwithstanding anything to the contrary, in connection with an election to use a LCT Test Date in connection with a Limited Condition Transaction, any reference to “date of incurrence” or “time of incurrence” or other similar phrases with respect to the date or time an action is taken herein will mean the LCT Test Date. For the avoidance of doubt, if the Issuer 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 are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions shall not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and 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. For 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 in of this Indenture that Agreement which requires the calculation of any financial ratio or test, (ii) determining compliance with including the requirement regarding Secured Net Leverage Ratio, Total Net Leverage Ratio and Fixed Charge Coverage Ratio, or requires the absence of a Default or Event of Default (or any type of Default or Event of Default) or ; or (iiib) testing any ratio or cap availability under baskets set forth in this Agreement (including baskets measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, Total Assets); in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer Borrower (the IssuerBorrower’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 at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, or Limited Condition Transaction are entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most recently completed period of four consecutive fiscal quarter period 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 Issuer could Borrower would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratiosratio, absence of Default test or Event of Default or “basket”, such ratio, absence of Default test or Event of Default or “basket” basket shall be deemed to have been complied with. For If the avoidance of doubt, if the Issuer 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 are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions shall not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) then in connection with any subsequent the calculation of any ratio ratio, test or “basket” basket availability on with respect to the Incurrence of Indebtedness or Liens, 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 following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction (a “Subsequent Transaction”), for purposes of determining whether any such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or “basket” availability basket shall be calculated required to be satisfied on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have been consummated.; provided that, in connection with any Subsequent Transaction, the calculation of Consolidated Net Income (and any defined term a component of which is Consolidated Net Income) shall not assume such Limited Condition Transaction has been consummated and until such Limited Condition Transaction shall have actually occurred. SECTION 2 AMOUNT AND TERMS OF COMMITMENTS

Limited Condition Transactions. For purposes Notwithstanding anything in this Agreement or any Credit Document to the contrary, when (a)(i) calculating any applicable ratio or the use of any basket, (ii) determining the accuracy of the representations and warranties set forth in Section 4 hereof or (iii) determining satisfaction of any conditions precedent, in the case of each of clause (i), (ii) and (iii), in connection with any Specified Transaction or (b) determining compliance with any provision in this Indenture that requires the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a that no Default or Event of Default (has occurred, is continuing or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenturewould result thereof, in the case of each case, of (a) and (b) in connection with a Limited Condition Transaction, the date of determinationdetermination of such ratio and determination of such accuracy, satisfaction and compliance will, at the election option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, or Limited Condition Transaction are entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured . If on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis after giving effect to the such Limited Condition Transaction and the other transactions Specified Transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) calculated as if they such Limited Condition Transaction or other transactions had occurred at the beginning of the most recently completed four fiscal quarter period ended Test Period ending prior to the LCT Test DateDate for which financial statements are delivered (or were required to have been delivered), the Issuer Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratiosrepresentation, absence of Default warranty, condition, provision, ratio or Event of Default or “basket”, such ratio, absence of Default or Event of Default or “basket” shall provisions will be deemed to have been complied withcomplied; provided that, on the consummation date of such Limited Condition Transaction, (x) no Event of Default pursuant to Section 8.1(a), (f) or (g) has occurred and is continuing and (y) the Specified Representations and the Specified Acquisition Agreement Representations (to the extent applicable) shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and 155722702_14171748492_2 warranties will be true and correct in all respects) immediately prior to, and immediately after giving effect to, such Limited Condition Transaction. For the avoidance of doubt, (i) if the Issuer has made an LCT Election and (x) 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” (including due to fluctuations of the target of any Limited Condition Transactionin Consolidated Adjusted EBITDA) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (yii) such ratios and compliance with such conditions will not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions, unless on such date an Event of Default pursuant to Section 8.1(a), (f) or (g) will be continuing. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 6.7) or “basket” basket availability with respect to any other 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 for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall basket will be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof (but without netting and the use of cash proceeds thereof)which would have otherwise constituted Unrestricted Cash for the purpose of calculating any applicable ratio) had have been consummatedconsummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated or expires.

Limited Condition Transactions. For purposes of In the event that the Company notifies the Administrative Agent in writing that any proposed Acquisition is a Limited Condition Transaction and that the Company wishes to test the conditions to such Acquisition and Indebtedness under Section 7.03(r) that is to be used to finance such Acquisition or other Investment in accordance with this Section 1.12, then, so long as agreed to by the Administrative Agent and the lenders providing such Indebtedness, the following provisions shall apply: (ia) determining compliance with any provision in this Indenture condition to such Limited Condition Transaction or such Indebtedness that requires the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a that no Default or Event of Default (shall have occurred and be continuing at the time of such Limited Condition Transaction or any type the incurrence of such Indebtedness, shall be satisfied if no Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges Default shall have occurred and any other availability of a “basket” or exception set forth in this Indenture, in each case, in connection with a Limited Condition Transaction, the date of determination, at the election of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be continuing at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of the definitive acquisition agreements or other binding contracts with respect to agreement governing such transaction, or Limited Condition Transaction (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), ) both immediately before and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) immediately after giving effect to the such Limited Condition Transaction and the other transactions to be entered into any Indebtedness incurred in connection therewith (including any Incurrence of Debt such additional Indebtedness); (b) any financial ratio test or condition to be tested in connection with such Limited Condition Transaction and the use availability of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter period ending prior to the LCT Test Date, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratios, absence of Default or Event of Default or “basket”, such ratio, absence of Default or Event of Default or “basket” shall Indebtedness will be deemed to have been complied with. For the avoidance of doubt, if the Issuer 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 Date, in each case, after giving effect to the relevant Limited Condition Transaction and any related incurrence of Indebtedness, calculated on a Pro Forma Basis pursuant to Section 1.09, 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” (including due to fluctuations of the target of any Limited Condition Transaction) amount, at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” or ratios and other provisions shall 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 Limited Condition Transaction relevant transaction or action is permitted hereunder and to be consummated or taken; and (yc) except as provided in the next sentence, in connection with any subsequent calculation of any ratio or “basket” availability basket on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) and the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability basket shall be calculated both (i) on a pro forma basis Pro Forma Basis pursuant to Section 1.09 assuming such Limited Condition Transaction and other transactions in connection therewith (determined in accordance with including the applicable provisions incurrence or assumption of this IndentureIndebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence the incurrence or assumption of Debt Indebtedness and the use of proceeds thereof thereof) have not been consummated. Notwithstanding the foregoing, any calculation of a ratio in connection with determining the Applicable Rate and determining whether or not the Company is in compliance with the financial covenants set forth in Section 7.11 shall, in each case, be calculated assuming such Limited Condition Transaction and other transactions in connection therewith (but without netting including the cash incurrence or assumption of Indebtedness and the use of proceeds thereof)) had have not been consummated. The foregoing provisions shall apply with similar effect during the pendency of multiple Limited Condition Transactions such that each of the possible scenarios is separately tested.

Limited Condition Transactions. For In connection with any action being taken solely in connection with a Limited Condition Transaction (including any contemplated incurrence or assumption of Debt in connection therewith), for purposes of (ia) determining compliance with any provision in of this Indenture that requires the calculation of any financial ratio or testthe Fixed Charge Coverage Ratio, (iib) testing availability under baskets set forth in this Indenture (other than any Specified Availability threshold applicable to such basket) or (c) determining compliance with the requirement regarding the absence accuracy of representations and warranties and/or whether a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges shall have occurred and any other availability of a “basket” or exception set forth in this Indenturebe continuing, in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer Company (the IssuerCompany’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 at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to such transactionLimited Condition Transaction are entered into, in the case of a Limited Condition Eligible Transaction described in clause (a) of the definition thereof, or the date on which irrevocable notice of the applicable repayment or redemption of Debt is delivered, in the case of a Limited Condition Eligible Transaction described in clause (yb) of the consummation of such transaction definition thereof (such applicable datein each case, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed recent period of four consecutive fiscal quarter period quarters ending on or prior to the LCT Test DateDate (or, if such date is not the last day of any fiscal quarter, the Issuer most recently completed fiscal quarter for which financial statements are required to have been delivered pursuant to Section 4.01(a), (b) or (c)), the Company could have taken such action on the relevant LCT Test Date in compliance with such ratiosratio, basket or requirement with respect to the accuracy of representations and warranties or absence of Default Defaults or Event Events of Default or “basket”Default, such ratio, absence of Default basket or Event of Default or “basket” requirement shall be deemed to have been complied with; provided, with respect to any provision that requires minimum Specified Availability, compliance with such Specified Availability test shall be made at the time any Limited Condition Transaction is consummated instead of on the LCT Test Date. For If the avoidance of doubt, if the Issuer Company 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 are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions shall not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) then, in connection with any subsequent calculation of any ratio the ratios or “basket” availability 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 without consummation of such Limited Condition Transaction, any such ratio or “basket” availability basket shall be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt or Liens and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have been consummated.

Limited Condition Transactions. For purposes of (ia) determining compliance In connection with any provision in this Indenture that requires the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, in each case, action being taken in connection with a Limited Condition Transaction, the date for purposes of determinationany provision of this Indenture 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 condi-tion shall, at the election option of the Issuer, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreement for such Limited Condition Transaction is en-tered into. (b) Furthermore, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (1) determining compliance with any provision of this Indenture which will require the cal-culation of any financial ratio or test, including the Consolidated Coverage Ratio, the Consolidated Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio; or (2) testing availability under baskets to be set forth in this Indenture (including baskets measured as a percentage of Consolidated EBITDA or Total Assets); in each case, at the option of the Issuer (the Issuer’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 here-under shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to agreement for such transaction, or Limited Condition Transaction is entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter period ending prior to the LCT Test DateTransaction, the Issuer could or any of its Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance com-pliance with such ratiosratio, absence of Default test or Event of Default or “basket”, such ratio, absence of Default test or Event of Default or “basket” basket shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer has made an LCT Election and (x) any of the ratios ratios, tests or “baskets” baskets for which compliance compli-ance was determined or tested as of the LCT Test Date are exceeded would have failed to have been satisfied as a result of fluctuations fluctu-ations in any such ratio ratio, test or “basket” (, including due to fluctuations of the target of any Limited Condition Transaction) in Consolidated EBITDA or Total Assets, at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” , tests or ratios and other provisions shall will not be deemed to have failed to have been exceeded satisfied as a result of such fluctuations solely fluctuations. If the Issuer has made an LCT Election for purposes of determining whether the any Limited Condition Transaction is permitted hereunder and (y) Transaction, then in connection with any subsequent calculation of any ratio event or “basket” availability on or following transaction occurring after the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or re-payment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires passes, as applicable, without consummation of such Limited Condition Transaction (a “Subsequent Transaction”) in con-nection 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 availa-bility has been complied with under this Indenture, any such ratio ratio, test or “basket” availability basket shall be calculated required to be satisfied on a pro forma basis Pro Forma Basis (determined in accordance with the applicable provisions of this Indenturei) assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated and (including any Incurrence of Debt ii) assuming such Limited Condition Transaction and the use of proceeds thereof (but without netting the cash proceeds thereof)) had other transactions in connection therewith have not been consummated.. ARTICLE II THE NOTES SECTION 2.1

Limited Condition Transactions. For (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of of: (i) determining compliance with any provision in of this Indenture that Agreement which requires the calculation of any financial leverage ratio or testother financial test (including, each of the financial covenants contained in Section 7.11); (ii) determining compliance with the requirement regarding representations, warranties, or the absence of a Default or Event of Default (or any type of Default or Event of Default) or ; (iii) testing any ratio or cap availability under baskets set forth in this Agreement (including, without limitation, the Cumulative Available Amount and the baskets measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any Net Worth, total assets or Consolidated EBITDA); or (iv) determining other availability of a “basket” or exception set forth in this Indenture, compliance with the Loan Documents; in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer Borrower (the IssuerBorrower’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 at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (xi) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, Limited Condition Transaction are entered into or (yii) in any case requiring irrevocable advance notice or any irrevocable offer, the consummation date of such transaction irrevocable advance notice or irrevocable offer (such applicable dateeach, the an “LCT Test Date”), and if, after such ratios and other provisions are measured on a giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four ended fiscal quarter period ending for which financial statements have been delivered pursuant to Section 6.01(a) or (b) ended prior to the LCT Test Date, the Issuer Borrower or its Subsidiaries could have taken such action on the relevant LCT Test Date in compliance with such ratiostest, absence of Default ratio or Event of Default basket, calculated on a pro forma basis, then such test, ratio or “basket”, such ratio, absence of Default or Event of Default or “basket” basket shall be deemed to have been complied with; provided that nothing in this Section 1.11 shall limit any requirements with respect to the absence of a Specified Default at the time of consummation thereof (to the extent otherwise expressly required under this Agreement). For If the avoidance of doubt, if the Issuer Borrower has made an LCT Election and (x) any of the tests, ratios or “baskets” baskets for which compliance was determined or tested as of the LCT Test Date are subsequently exceeded as a result of fluctuations in any such test, ratio or “basket” (, including due to fluctuations in Consolidated Net Worth or other item or metric of the target of any Limited Condition Transaction) Borrower and its Subsidiaries, at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” tests, baskets or ratios and other provisions shall not will be deemed not 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. If the Borrower has made an LCT Election for any Limited Condition Transaction is permitted hereunder and Transaction, then (yx) in connection with any subsequent calculation of any test, ratio or “basket” basket availability with respect to the incurrence of Indebtedness or Liens or the making of Investments on or following the relevant LCT Test Date (and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transactionterminated), any such test, ratio or “basket” availability basket shall be calculated tested by calculating the availability under such test, ratio or basket on a pro forma basis assuming (determined in accordance with the applicable provisions of this Indenturei) assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any Incurrence incurrence of Debt Indebtedness and any associated Lien and the use of proceeds thereof thereof) and (but without netting ii) such Limited Condition Transaction and other transactions in connection therewith have not been consummated (including any incurrence of Indebtedness and any associated Lien and the cash use of proceeds thereof)) had been consummated. 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 Event of Default or 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 Event of Default or Default, as applicable, exists on the LCT Test Date; provided that nothing in this Section 1.11 shall limit any requirements with respect to the absence of a Specified Default at the time of consummation thereof (to the extent otherwise expressly required under this Agreement). If the Borrower has exercised its option under this Section 1.11 and any Event of Default or Default occurs following the LCT Test Date and prior to the consummation of the applicable transaction, any such Event of Default or 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, subject to the proviso in the immediately preceding sentence.

Limited Condition Transactions. For purposes (a) Solely for the purpose of (i) determining compliance measuring the relevant ratios, financial tests and baskets (including, for the avoidance of doubt, with any provision in this Indenture that requires respect to the calculation incurrence of any financial ratio Indebtedness, Liens, the making of any acquisitions or testother Investments, Restricted Payments, Dispositions, or fundamental changes) and (ii) determining compliance with the requirement regarding representations and warranties or the absence occurrence of a any Default or Event of Default (or any type of Default or Specified Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, in each case, in connection with a Limited Condition Transaction, if the Borrower makes an LCT Election, the applicable date of determination, at the election of the Issuer determination in determining whether any such acquisition (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), or similar investment) or other transaction is permitted shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of the definitive acquisition agreements or other binding contracts with respect to such transaction, or (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter recent test period ending prior to the LCT Test Date, the Issuer Borrower could have taken such action on the relevant LCT Test Date in compliance with any such ratiosratio, absence of Default financial test or Event of Default or “basket”, such ratio, absence of Default financial test or Event of Default or “basket” basket shall be deemed to have been complied with. For ; provided that no Specified Event of Default shall have occurred and be continuing on the avoidance date of doubt, if consummation of such Limited Condition Transaction. (b) If the Issuer 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 are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions shall not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) then in connection with any subsequent calculation of any ratio ratio, financial test or “basket” availability basket on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability basket shall be calculated and tested both (A) assuming, on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (determined in accordance with including any incurrence of debt and the applicable provisions use of this Indentureproceeds thereof) have been consummated and (B) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt debt and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have not been consummated, in each case, until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated.

Limited Condition Transactions. For Notwithstanding anything to the contrary herein or in any other Loan Document, 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 in of this Indenture that Agreement which requires the calculation of any financial ratio or test, (ii) determining compliance with including the requirement regarding Total First Lien Net Leverage Ratio, Total Net 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 Secured Leverage Ratio, Total Net Leverage Ratio and Fixed Charge Coverage Ratio, or requires the absence of a Default or Event of Default (or any type of Default or Event of Default) or ; or (iiib) testing any ratio or cap availability under baskets set forth in this Agreement (including baskets measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, EBITDA); in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer Initial Borrower (the IssuerInitial 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 under the Loan Documents shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, or Limited Condition Transaction are entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most recently completed four fiscal quarter period Test Period ending prior to the LCT Test Date, the Issuer could Initial Borrower would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratiosratio, absence of Default test or Event of Default or “basket”, such ratio, absence of Default test or Event of Default or “basket” basket shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer Initial Borrower has made an LCT Election and (x) any of the ratios ratios, tests or “baskets” 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 of the target of any Limited Condition Transaction) in Consolidated EBITDA or Total Assets at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” , tests or ratios and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and 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 consummatedfluctuations.

Limited Condition Transactions. For 64 (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of of: (i) determining compliance with any provision in of this Indenture that Agreement which requires the calculation of any financial leverage ratio or testother financial test (including, each of the financial covenants contained in Section 7.11); (ii) determining compliance with the requirement regarding representations, warranties, or the absence of a Default or Event of Default (or any type of Default or Event of Default) or ; (iii) testing any ratio or cap availability under baskets set forth in this Agreement (including, without limitation, the Cumulative Available Amount and the baskets measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any Net Worth, total assets or Consolidated EBITDA); or (iv) determining other availability of a “basket” or exception set forth in this Indenture, compliance with the Loan Documents; in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer Borrower (the IssuerBorrower’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 at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (xi) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, Limited Condition Transaction are entered into or (yii) in any case requiring irrevocable advance notice or any irrevocable offer, the consummation date of such transaction irrevocable advance notice or irrevocable offer (such applicable dateeach, the an “LCT Test Date”), and if, after such ratios and other provisions are measured on a giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four ended fiscal quarter period ending for which financial statements have been delivered pursuant to Section 6.01(a) or (b) ended prior to the LCT Test Date, the Issuer Borrower or its Subsidiaries could have taken such action on the relevant LCT Test Date in compliance with such ratiostest, absence of Default ratio or Event of Default basket, calculated on a pro forma basis, then such test, ratio or “basket”, such ratio, absence of Default or Event of Default or “basket” basket shall be deemed to have been complied with; provided that nothing in this Section 1.11 shall limit any requirements with respect to the absence of a Specified Default at the time of consummation thereof (to the extent otherwise expressly required under this Agreement). For If the avoidance of doubt, if the Issuer Borrower has made an LCT Election and (x) any of the tests, ratios or “baskets” baskets for which compliance was determined or tested as of the LCT Test Date are subsequently exceeded as a result of fluctuations in any such test, ratio or “basket” (, including due to fluctuations in Consolidated Net Worth or other item or metric of the target of any Limited Condition Transaction) Borrower and its Subsidiaries, at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” tests, baskets or ratios and other provisions shall not will be deemed not 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. If the Borrower has made an LCT Election for any Limited Condition Transaction is permitted hereunder and Transaction, then (yx) in connection with any subsequent calculation of any test, ratio or “basket” basket availability with respect to the incurrence of Indebtedness or Liens or the making of Investments on or following the relevant LCT Test Date (and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transactionterminated), any such test, ratio or “basket” availability basket shall be calculated tested by calculating the availability under such test, ratio or basket on a pro forma basis assuming (determined in accordance with the applicable provisions of this Indenturei) assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any Incurrence incurrence of Debt Indebtedness and any associated Lien and the use of proceeds thereof thereof) and (but without netting ii) such Limited Condition Transaction and other transactions in connection therewith have not been consummated (including any incurrence of Indebtedness and any associated Lien and the cash use of proceeds thereof)) had been consummated. 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 Event of Default or 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 Event of Default or Default, as applicable, exists on the LCT Test Date; provided that nothing in this Section 1.11 shall limit any requirements with respect to the absence of a Specified Default at the time of consummation thereof (to the extent otherwise expressly required under this Agreement). If the Borrower has exercised its option under this Section 1.11 and any Event of Default or Default occurs following the LCT Test Date and prior to the consummation of the applicable transaction, any such Event of Default or 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, subject to the proviso in the immediately preceding sentence.

Limited Condition Transactions. For purposes When calculating any applicable ratio, Consolidated Net Income or EBITDA or determining the satisfaction of (i) determining compliance with any provision in this Indenture that requires the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any all other availability of a “basket” or exception set forth in this Indenture, in each case, conditions precedent in connection with a Limited Condition Transaction, the date of determinationdetermination of such ratio, Consolidated Net Income or EBITDA or compliance with any condition precedent, shall, at the election option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of the definitive acquisition agreements or other binding contracts with respect to such transaction, or (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and ifand, if after such ratios and other provisions are measured on a giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter period recent Test Period ending prior to the LCT Test Date, the Issuer could have taken consummated such action Limited Condition Transaction on the relevant LCT Test Date in compliance with such ratios, absence of Default ratio or Event of Default or “basket”other provision, such ratio, absence of Default ratio or Event of Default or “basket” other provision shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer has made an LCT Election and (xi) any of the ratios or “baskets” for which compliance was determined or tested as of 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 EBITDA or other components of the target of any Limited Condition Transactionsuch ratio) or other provision at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions shall 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 Limited Condition Transaction is and related transactions are permitted hereunder and (ii) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction, unless (x) on such 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 baskets on the date such Limited Condition Transaction and related transactions are consummated. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or “basket” availability other 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 without consummation of such Limited Condition Transaction, any such ratio or “basket” availability other provision shall be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof (but without netting thereof) have been consummated until such time as the cash proceeds thereof)) had applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been consummated.terminated or expired. 84111084_1

Limited Condition Transactions. For This Indenture provides that, as it relates to any action being taken solely in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision in of this Indenture that which requires the calculation of any financial ratio or test, including the Secured Net Leverage Ratio, Total Net Leverage Ratio and Fixed Charge Coverage Ratio, or (ii) determining compliance with the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception under baskets set forth in this IndentureIndenture (including baskets determined by reference to Total Assets), in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer (the Issuer’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 under this Indenture shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, or Limited Condition Transaction are entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction (and the other transactions to be entered into in connection therewith (therewith, including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) , as if they had occurred at on the beginning first day of the most recently completed recent period of four consecutive fiscal quarter period ending quarters of the Issuer ended prior to such date for which internal financial statements are available (except with respect to any incurrence or repayment of Indebtedness for purposes of the LCT Test Datecalculation 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 period)), the Issuer could would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratiosratio, absence of Default test or Event of Default or “basket”, such ratio, absence of Default test or Event of Default or “basket” basket shall be deemed to have been complied with; provided that, if financial statements for one or more subsequent fiscal periods shall have become available, the Issuer 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 the avoidance of doubt, if the Issuer has made an LCT Election and (x) any of the ratios ratios, tests or “baskets” 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 Adjusted EBITDA or Total Assets of the target of any Issuer or the Person subject to such Limited Condition Transaction) , at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” , tests or ratios and other provisions shall will not be deemed to have failed to have been exceeded complied with as a result of such fluctuations solely fluctuations. If the Issuer has made an LCT Election for purposes of determining whether the any Limited Condition Transaction is permitted hereunder and (y) 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, the making of Restricted Payments, the making of any Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “basket” availability on or Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Indenture, any such ratio ratio, test or “basket” availability basket shall be calculated required to be satisfied on a pro forma basis (determined in accordance with the applicable provisions of this Indenturei) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof thereof) have been consummated and (but without netting ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the cash use of proceeds thereof)) had have not been consummated.

Limited Condition Transactions. For purposes of (ia) determining pro forma compliance with any provision in this Indenture that requires the calculation of Consolidated Total Net Leverage Ratio, Fixed Charge Coverage Ratio, First Lien Net Leverage Ratio, Secured Net Leverage Ratio or any other financial ratio or testin the Loan Documents, (iib) determining the amount or availability of the Maximum Incremental Facility Amount, the Available Amount or any other basket based on Consolidated EBITDA or LTM EBITDA set forth in the Loan Documents and (c) determining compliance with the requirement regarding representations and warranties or any provision requiring the absence of a Default Defaults or Event Events of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenturethe Loan Documents, in each case, solely for purposes of determining whether the consummation of a Permitted Acquisition or other similar Investment permitted by Section 7.6 that the Borrower or one or more of its Restricted Subsidiaries is contractually committed to consummate (it being understood that such commitment may be subject to conditions precedent, which conditions precedent may be amended, satisfied or waived in connection accordance with the terms of the applicable agreement) and whose consummation is not conditioned on the availability of, or on obtaining, third-party financing (any such agreement, a “Limited Condition Transaction Agreement”, and any such transaction, a “Limited Condition Transaction”; provided, that in the event the consummation of such transaction shall not have occurred on or prior to the date that is one hundred twenty (120) days following the applicable LCT Test Date, such transaction shall no longer constitute a Limited Condition TransactionTransaction for any purpose) is permitted hereunder, the date of determinationany such determination shall, at the election option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any a Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, or Limited Condition Transaction are first entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, ) immediately after such ratios and other provisions are measured on a giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the such Limited Condition Transaction and the other transactions to be entered into all Indebtedness incurred or assumed in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they such events had occurred at the beginning of the most recently completed four fiscal quarter period ending prior ended Test Period for which financial statements have been provided to the LCT Test DateAdministrative Agent pursuant to Section 6.1 or Section 6.2 and all other appropriate pro forma adjustments related thereto (including the payment, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratios, absence retirement or redemption of Default or Event of Default or “basket”, such ratio, absence of Default or Event of Default or “basket” shall be deemed to have been complied withIndebtedness). For the avoidance of doubt, if the Issuer Borrower has made an LCT Election and (x) if any of the ratios ratio, basket or “baskets” other amount 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 EBITDA of the target of any 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 an Event of Default under Section 8.1(a), (g) or (h)), in each case, at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” ratio, basket or ratios and other provisions amount, as the case may be, shall not be deemed not to have been exceeded as a result of such fluctuations solely for purposes fluctuations, such representation or warranty shall be deemed not to have been breached, and such Default or Event of determining whether Default shall be deemed not to have occurred, so long as, in each case, (x) no Event of Default under Section 8.1(a), (g) or (h) is continuing at the time such Limited Condition Transaction is permitted hereunder and consummated, (y) the Specified Representations or customary “specified acquisition agreement representations” are true and correct in all material respects (or, in the case of such representations qualified by materiality, in all respects) at the time such Limited Condition Transaction is consummated and (z) all of the requisite Collateral is provided to the extent required at such time by the Loan Document, subject to exceptions consistent with those set forth in the penultimate paragraph on Section 3.1. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with determining compliance by the Credit Parties with any subsequent calculation of any ratio ratio, basket or “basket” availability amount (other than for the sole purpose of determining whether or not an Event of Default has occurred as a result of a breach of the financial covenants in Section 7.8) on or following the relevant LCT Test Date and prior to the earlier earliest of (i) the date on which such Limited Condition Transaction is consummated or consummated, (ii) the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction or (iii) the date such transaction ceases to constitute a Limited Condition Transaction, any the Credit Parties must be in compliance with each such ratio ratio, basket or “basket” availability shall be calculated amount both (x) on a pro forma basis (determined in accordance with Pro Forma Basis after giving effect to the applicable provisions consummation of this Indenture) assuming such Limited Condition Transaction, including any incurrence of Indebtedness and the use of the proceeds thereof and the Consolidated EBITDA and consolidated net income of the targets of such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence y) without giving pro forma effect to the consummation of Debt and the use of proceeds thereof (but without netting the cash proceeds thereof)) had been consummatedsuch Limited Condition Transactions.

Limited Condition Transactions. For purposes Notwithstanding anything in this Agreement or any Credit Document to the contrary, when (a)(i) calculating any applicable ratio or the use of any basket, (ii) determining the accuracy of the representations and warranties set forth in Section 4 hereof or (iii) determining satisfaction of any conditions precedent, in the case of each of clause (i), (ii) and (iii), in connection with any Specified Transaction or (b) determining compliance with any provision in this Indenture that requires the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a that no Default or Event of Default (has occurred, is continuing or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenturewould result thereof, in the case of each case, of (a) and (b) in connection with a Limited Condition Transaction, the date of determinationdetermination of such ratio and determination of such accuracy, satisfaction and compliance will, at the election option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, or Limited Condition Transaction are entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured . If on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis after giving effect to the such Limited Condition Transaction and the other transactions Specified Transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) calculated as if they such Limited Condition Transaction or other transactions had occurred at the beginning of the most recently completed four fiscal quarter period ended Test Period ending prior to the LCT Test DateDate for which financial statements are delivered (or were required to have been delivered), the Issuer Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratiosrepresentation, absence of Default warranty, condition, provision, ratio or Event of Default or “basket”, such ratio, absence of Default or Event of Default or “basket” shall provisions will be deemed to have been complied withcomplied; provided that, on the consummation date of such Limited Condition Transaction, (x) no Event of Default pursuant to Section 8.1(a), (f) or (g) has occurred and is continuing and (y) the Specified Representations and the Specified Acquisition Agreement Representations (to the extent applicable) shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and immediately after giving effect to, such Limited Condition Transaction. For the avoidance of doubt, (i) if the Issuer has made an LCT Election and (x) 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” (including due to fluctuations of the target of any Limited Condition Transactionin Consolidated Adjusted EBITDA) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely for 148797484_8155722702_14 purposes of determining whether the Limited Condition Transaction is permitted hereunder and (yii) such ratios and compliance with such conditions will not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions, unless on such date an Event of Default pursuant to Section 8.1(a), (f) or (g) will be continuing. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 6.7) or “basket” basket availability with respect to any other 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 for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall basket will be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof (but without netting and the use of cash proceeds thereof)which would have otherwise constituted Unrestricted Cash for the purpose of calculating any applicable ratio) had have been consummatedconsummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated or expires.

Limited Condition Transactions. For purposes of (ia) determining compliance with any provision in of this Indenture that Agreement which requires the calculation of the Fixed Charge Coverage Ratio or any other financial ratio or test, in the Loan Documents and (iib) determining compliance with the requirement regarding representations and warranties or any provision requiring the absence of a Default Defaults or Event Events of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenturethe Loan Documents, in each case, solely for purposes of determining whether the consummation of a Permitted Acquisition that Loan Parties or one or more of their respective Subsidiaries is contractually committed to consummate (it being understood that such commitment may be subject to conditions precedent, which conditions precedent may be amended, satisfied or waived in connection accordance with the terms of the applicable agreement) and whose consummation is not conditioned on the availability of, or on obtaining, third-party financing (any such transaction, a “Limited Condition TransactionAcquisition”) is permitted hereunder, the date of determinationany such determination shall, at the election option of the Issuer Borrower Agent (the IssuerBorrower Agent’s election to exercise such option in connection with any Limited Condition TransactionAcquisition, an “LCT LCA Election”), shall be deemed to be at the time of (date on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of which the definitive acquisition agreements or other binding contracts with respect to for such transaction, or Limited Condition Acquisition are entered into (y) the consummation of such transaction (such applicable date, the “LCT LCA Test Date”), and if, ) immediately after such ratios and other provisions are measured on a giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the such Limited Condition Transaction Acquisition and the other transactions to be entered into all Indebtedness incurred or assumed in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they such events had occurred at the beginning of the most recently completed ended period of four fiscal quarter period ending (4) consecutive Fiscal Quarters prior to the LCT Test Date, the Issuer could have taken such action on the relevant LCT LCA Test Date for which financial statements have been received or obtained by Agent (including financial statements for periods prior to the Closing Date) and all other appropriate pro forma adjustments related thereto (including the payment, retirement or redemption of Indebtedness); provided, that, (a) Excess Availability under this Agreement shall be tested at the time of the consummation of the Limited Condition Acquisition, (b) in the case of determining compliance with such ratios, absence any provisions of this Agreement which requires that no Default or Event of Default Default, as applicable, has occurred, is continuing or “basket”would result from any such action, as applicable, such ratio, absence of Default or condition shall be deemed satisfied so long as (i) no Event of Default or “basket” shall be deemed to have been complied with. For exists on the avoidance of doubt, if the Issuer has made an LCT Election LCA Test Date and (xii) any no Event of Default under Section 11.1(a) or 11.1(j) exists at the ratios time of 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 of the target of any Limited Condition Transaction) at or prior immediately after giving effect to the consummation of the relevant such Limited Condition TransactionAcquisition, (c) in the case of determining compliance with any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party set forth in this Agreement or in any other Loan Document be true and correct, such “baskets” or ratios and other provisions condition shall not be deemed to have been exceeded satisfied so long as a result (i) the representations and warranties in this Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier therein) as of the LCA Test Date and (ii) customary “specified acquisition agreement representations” are true and correct in all material respects (or, in the case of such fluctuations solely for purposes representations qualified by materiality, in all respects) at the time of, and immediately after giving effect to, the consummation of determining whether the such Limited Condition Transaction is permitted hereunder Acquisition and (yd) in all cases, such Limited Condition Acquisition shall be consummated on or before the date which is ninety (90) days after the LCA Test Date. If Borrower Agent has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio ratio, test or basket with respect to any transaction permitted hereunder (each, a “basket” availability on or Subsequent Transaction”) following the relevant LCT LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition TransactionAcquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or “basket” availability basket shall be calculated required to be satisfied on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction Acquisition and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof (but without netting or the cash proceeds thereof)making of any Investment) had have been consummated.

Limited Condition Transactions. For Notwithstanding anything to the contrary contained in this Agreement (for the avoidance of doubt, including Section 2.22 and Section 4.01) or in any other Loan Document, for purposes of (i) determining compliance with any provision in of this Indenture that Agreement which requires the calculation of any financial ratio the Consolidated Non-Guarantor Debt Ratio, the Senior Secured Net Leverage Ratio, the Total Interest Coverage Ratio or testthe Total Net Leverage Ratio, (ii) determining compliance with the requirement regarding the absence of whether a Default or Event of Default (has occurred and is continuing or any type of Default or Event of Default) or would result, (iii) determining the accuracy of any representation or warranty or (iv) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception under baskets set forth in this IndentureAgreement, in each case, case in connection with the consummation of a Limited Condition Transaction, the date of determinationdetermination shall, at the election of the Issuer (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, (an “LCT Election”), shall be deemed to be at the time of (date on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of which the definitive acquisition agreements or other binding contracts with respect to for such transaction, or (y) the consummation of such transaction Limited Condition Transaction are entered into (such applicable date, the “LCT Test Date”), and if, ) immediately after such ratios and other provisions are measured on a giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter period ending prior applicable test period; provided that if the Borrower elects to determine the absence of a Default or Event of Default on the LCT Test Date, then the Issuer could have taken such action consummation of the Limited Condition Transaction shall be conditioned on the relevant LCT Test Date in compliance with such ratios, absence of Default or any Event of Default under Section 7.01(b), (c), (g) or “basket”, such ratio, absence of Default or Event of Default or “basket” shall be deemed to have been complied with(h). For the avoidance of doubt, if the Issuer has made an LCT Election and (x) 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” (including due to fluctuations of the target of any Limited Condition Transaction) amount, at or prior to the consummation of the relevant any Limited Condition Transaction, such “baskets” ratios or ratios and other provisions shall amounts will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the such Limited Condition Transaction is permitted hereunder and (y) to be consummated hereunder; provided that if the Borrower has made an LCT Election, then in connection with any subsequent calculation of any ratio ratio, test or “basket” basket availability on or with respect to any transaction following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted hereunder, any such ratio ratio, test or “basket” availability basket shall be calculated required to be satisfied on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) basis, assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have been consummated.

Limited Condition Transactions. For purposes of In connection with any Limited Condition Transaction (iincluding any financing thereof), at Parent’s election, (a) determining compliance with any provision in this Indenture that requires the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding relating to the absence of a Default or Event of Default may be determined as of the date a definitive agreement for such Limited Condition Transaction is entered into (or the “effective date”) and not as of any type of Default or Event of Default) or (iii) testing any ratio or cap measured later date as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in would otherwise be required under this Indenture, in each caseand (b) any calculation contemplated by Section 4.08 or any amount based on any other calculation or determination under any basket or ratio under this Indenture, in connection with a Limited Condition Transactionmay be made as of such effective date, the date of determination, at the election of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of the definitive acquisition agreements or other binding contracts with respect giving Pro Forma effect to such transaction, or (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other any related transactions to be entered into in connection therewith (including any Incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter period recent Test Period ending prior to the LCT Test Dateeffective date. If Parent makes such an election, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratios, absence of Default or Event of Default or “basket”, such ratio, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer 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 are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions shall not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of such ratio, basket and/or percentage (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that unless the definitive agreement for such Limited Condition Transaction expires or is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability its consummation) shall be calculated on a pro forma an equivalent Pro Forma Basis. Notwithstanding the foregoing, the Issuers may at any time withdraw any election made hereunder. Furthermore, (a) if financial statements for one or more subsequent Fiscal Quarters shall have become available, the Operating Partnership may elect, in its sole discretion, to re-determine all such calculations, baskets or ratios on the basis (determined of such financial statements, in accordance with which case such date of redetermination shall thereafter be deemed to be the applicable provisions effective date for purposes of this Indenturesuch calculations, baskets or ratios or (b) assuming if any ratios or calculations improve or baskets increase, such Limited Condition Transaction and 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 consummatedimproved ratios, calculations or baskets may be utilized.

Limited Condition Transactions. For purposes Notwithstanding anything to the contrary herein, to the extent that the terms of this Credit Agreement require (i) determining compliance with any provision in this Indenture that requires the calculation of any financial ratio or test (including any Consolidated Net Leverage Ratio test, any Consolidated Interest Coverage Ratio test or any Consolidated Senior Secured Net Leverage Ratio test), (ii) determining compliance with the requirement regarding availability under baskets set forth in this Credit Agreement or any other Credit Document (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets), (iii) the absence of a Default or Event of Default (or any type of Default or an Event of Default) , or (iiiiv) testing any ratio a determination as to whether the representations and warranties contained in this Credit Agreement or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” Credit Document, or exception set forth which are contained in this Indentureany 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 TransactionTransaction or the incurrence of Indebtedness in connection therewith, the date determination of determinationwhether the relevant condition is satisfied or if there is availability under a basket, as applicable, may be made, at the election of the Issuer Borrower, (A) in the case of a Permitted Acquisition or other Investment, in each case that is a Limited Condition Transaction, at the time of (or on the basis of the financial statements for the most recent four (4) fiscal quarter period for which financial statements were required to be delivered pursuant to Section 7.01(a) or (b) at the time of) either (1) the execution and delivery of the definitive agreement with respect to such Permitted Acquisition or other Investment, or (2) the consummation of such Permitted Acquisition or other Investment and related incurrence of Indebtedness 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, at the time of (or on the basis of the financial statements for the most recent four (4) fiscal quarter period for which financial statements were required to be delivered pursuant to Section 7.01(a) or (b) at the time of) 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 Issuer’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 : (w) the condition set forth in clause (a) of the definition of “LCT Election”), Permitted Acquisition” shall be deemed to satisfied if (I) no Event of Default shall have occurred and be continuing as of the applicable LCT Test Date, and (II) no Event of Default under Section 9.01(a) or 9.01(e) shall have occurred and be continuing at the time of consummation of such Limited Condition Transaction; (on x) if the basis proceeds of an Additional Term Loan pursuant to Section 2.01(c) are being used to finance such Limited Condition Transaction, then (I) the consolidated financial statements conditions set forth in Section 2.01(c)(vi) and Section 5.02(a) shall be required to be delivered satisfied at the time of closing of the Limited Condition Transaction and funding of such Additional Term Loan 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 Additional Term Loans, and (II) the conditions set forth in Section 2.01(c)(v) and Section 5.02(b) shall, if and to the extent the lenders providing such Additional Term Loan so agree, be satisfied if (1) no Default or Event of Default shall have occurred and be continuing as of the applicable LCT Test Date; and (2) no Event of Default under Section 905 for 9.01(a) or 9.01(e) shall have occurred and be continuing at the most recently ended four fiscal quarter period) either (x) the execution time of the definitive acquisition agreements or other binding contracts funding of such Additional Term Loan in connection with respect to such transaction, or (y) the consummation of such Limited Condition Transaction; and (y) such Limited Condition Transaction and the related Indebtedness to be incurred (and any associated Lien) and the use of proceeds thereof (and the consummation of any Permitted Acquisition or Investment) shall be deemed incurred and/or applied at the LCT Test Date (until such time as the Indebtedness is actually incurred or the applicable definitive agreement is terminated or expired without actually consummating the applicable Limited Condition Transaction) and outstanding thereafter for purposes of giving effect to such transaction on a Pro Forma Basis (other than for purposes of determining compliance on a Pro Forma Basis in connection with the making of any Restricted Payment) with any applicable calculation of the financial covenants set forth in Section 7.07, or the amount or availability of any basket, including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets (it being understood and agreed that with respect to any such applicable dateratio test or basket to be used to effect a Restricted Payment, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance Borrower shall demonstrate compliance with the applicable provisions of this Indenture) test both after giving effect to the applicable Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they assuming that such transaction had occurred at the beginning of the most recently completed four fiscal quarter period ending prior to the LCT Test Date, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratios, absence of Default or Event of Default or “basket”, such ratio, absence of Default or Event of Default or “basket” shall be deemed to have been complied withnot occurred). For the avoidance of doubt, if the Issuer has made an LCT Election and (x) 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 of the target of any Limited Condition Transaction) in Consolidated EBITDA), at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” ratios or ratios and other provisions shall amounts will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Transaction is permitted hereunder to be consummated or taken. It is understood and (yagreed that this Section 1.03(d) shall not limit the conditions set forth in Section 5.02 with respect to any proposed Credit Extension, in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such a Limited Condition Transaction is consummated or otherwise except as set forth in clause (iix) above in connection with the date that use of the definitive agreement for such proceeds of an Additional Term Loan to finance a Limited Condition Transaction is terminated or expires without consummation (and, in the case of such Limited Condition Transactionclause (x), any only if and to the extent the lenders providing such ratio or “basket” availability shall be calculated on a pro forma basis Additional Term Loan so agree as provided in such clause (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Debt and the use of proceeds thereof (but without netting the cash proceeds thereofx)) had been consummated).

Limited Condition Transactions. For purposes Solely for the purpose of (i) determining compliance measuring the relevant ratios and baskets with any provision in this Indenture that requires respect to the calculation incurrence of any financial ratio Debt or test, the making of any permitted Acquisition or other Investment or (ii) determining compliance with the requirement regarding the absence occurrence of a Default or any Event of Default (or any type of Default or Unmatured Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, in each case, in connection with a Limited Condition Transaction, if the Company makes an LCT Election, the date of determination, at determination in determining whether any such incurrence of any Debt or the election making of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), permitted Acquisition or other Investment is permitted shall be deemed to be the LCT Test Date (provided that for the purpose of determining the occurrence of any Event of Default under Sections 13.1(a) or 13.1(c), such determination shall also be made at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of the definitive acquisition agreements or other binding contracts with respect to such transaction, or (y) the consummation of such transaction (such applicable date, the “LCT Test Date”Limited Condition Transaction), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the applicable Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning as of the most recently completed four fiscal quarter period such date of determination, ending prior to the LCT Test DateDate on a pro forma basis, the Issuer Company could have taken such action on the relevant LCT Test Date in compliance with any such ratios, absence of Default ratio or Event of Default or “basket”, such ratio, absence of Default ratio or Event of Default or “basket” basket shall be deemed to have been complied with. For If the avoidance of doubt, if the Issuer Company 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 are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions shall not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) then in connection with any subsequent calculation of any ratio or “basket” availability basket (but excluding, for the avoidance of doubt, for purposes of determining the Applicable Margin and determining compliance with Section 11.11) on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability basket shall be calculated and tested on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt debt and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have been consummated.

Limited Condition Transactions. For 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 in of this Indenture that Agreement which requires the calculation of any financial ratio or test, (ii) determining compliance with including the requirement regarding Secured Net Leverage Ratio, Total Net Leverage Ratio and Fixed Charge Coverage Ratio, or requires the absence of a Default or Event of Default (or any type of Default or Event of Default) or ; or (iiib) testing any ratio or cap availability under baskets set forth in this Agreement (including baskets measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, Total Assets); in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer Borrower (the IssuerBorrower’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 at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, or Limited Condition Transaction are entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most recently completed period of four consecutive fiscal quarter period 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 Issuer could Borrower would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratiosratio, absence of Default test or Event of Default or “basket”, such ratio, absence of Default test or Event of Default or “basket” basket shall be deemed to have been complied with. For If the avoidance of doubt, if the Issuer 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 are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions shall not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) then in connection with any subsequent the calculation of any ratio ratio, test or “basket” basket availability on with respect to the Incurrence of Indebtedness or Liens, 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 following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction (a “Subsequent Transaction”), for purposes of determining whether any such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or “basket” availability basket shall be calculated required to be satisfied on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have been consummated; provided that, in connection with any Subsequent Transaction, the calculation of Consolidated Net Income (and any defined term a component of which is Consolidated Net Income) shall not assume such Limited Condition Transaction has been consummated and until such Limited Condition Transaction shall have actually occurred.

Limited Condition Transactions. For purposes (a) Notwithstanding anything in this Indenture to the contrary, when calculating any applicable financial ratio or test or determining other compliance with this Indenture or the notes (including the determination of (i) determining compliance with any provision in of this Indenture or the notes which requires that requires the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a no Default or Event of Default (has occurred, is continuing or any type of Default or Event of Defaultwould result therefrom) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, in each case, in connection with the consummation of a Limited Condition Transaction, the date of determinationdetermination of such ratio or test and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the election option of the an Issuer (the such Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, or Limited Condition Transaction are entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), ) and if, after such financial ratios and tests and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter relevant test period being used to calculate such financial ratio ending prior to the LCT Test Date, the such Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratios, absence of Default or Event of Default or “basket”ratios and provisions, such ratio, absence of Default or Event of Default or “basket” provisions shall be deemed to have been complied with; provided that, at the option of such Issuer, the relevant ratios and baskets may be recalculated at the time of consummation of such Limited Condition Transaction. For the avoidance of doubt, if the Issuer has made an LCT Election and (x) if any of the such financial ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date tests are exceeded as a result of fluctuations in any such ratio or “basket” test (including due to fluctuations in EBITDA of the target of any Limited Condition Transactionsuch Issuer) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or financial ratios and tests and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder under this Indenture and the notes and (y) such financial ratios and tests and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related transactions. (b) For the avoidance of doubt, if an Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any financial ratio or “basket” test or basket availability with respect to any other 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 for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Indenture or the Notes, any such ratio ratio, test or “basket” availability basket shall be calculated required to comply with any such ratio, test or basket on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and any other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have been consummated.

Limited Condition Transactions. For 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 in of this Indenture that Agreement which requires the calculation of any financial ratio or test, including the Consolidated Senior Secured Net Leverage Ratio and Consolidated Total Net Leverage Ratio and Consolidated Fixed Charge Coverage Ratio; (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated Total Assets); or (iii) determining other compliance with this Agreement (including the requirement regarding the absence of a determination that no Default or Event of Default (has occurred, is continuing or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, would result therefrom); in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer Lead Borrower (the Issuer’s Lead 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 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 consolidated financial statements required to be delivered under Section 905 9.01 Financials for the most recently ended four fiscal quarter periodTest Period at the time of) either (x) the execution of the definitive acquisition agreements or other binding contracts agreement with respect to which such transaction, acquisition or Investment or (y) the consummation of such transaction 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 applicable dateDividend 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) the delivery of irrevocable (which may be conditional) notice with respect to such payment or prepayment or redemption or acquisition of such Indebtedness or (y) the making of such voluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness (the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to for the Limited Condition Transaction (and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter period ending prior to the LCT Test Datetherewith), the Issuer could Lead Borrower 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 ratiosratio, absence of Default test or Event of Default or “basket”, such ratio, absence of Default test or Event of Default or “basket” basket shall be deemed to have been complied with, except that, for the avoidance of doubt, in no event will the determination of Availability (on a stand-alone basis or as a component of Payment Conditions or Distribution Conditions) be made on any date other than the date of any applicable acquisition, Dividend, or other transaction. For the avoidance of doubt, if the Issuer Lead Borrower has made an LCT Election and (x) any of the ratios ratios, tests or “baskets” 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 of the target of any Lead Borrower or the Person subject to such Limited Condition Transaction) , at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” , tests or ratios and other provisions shall will not be deemed to have failed to have been exceeded complied with as a result of such fluctuations solely fluctuations. If the Lead Borrower has made an LCT Election for purposes of determining whether the any Limited Condition Transaction is permitted hereunder and (y) 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, the making of Dividends, the making of any Investment permitted under Section 10.05, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Lead Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “basket” availability on or Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or “basket” availability basket shall be calculated required to be satisfied on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have been consummated.

Limited Condition Transactions. For 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 in of this Indenture that Agreement (other than Section 6.10) which requires the calculation of any financial ratio the Interest Coverage Ratio, the Total Leverage Ratio or test, the First Lien Leverage Ratio; (ii) determining compliance with the requirement regarding the absence accuracy of representations and warranties and/or whether a Default or Event of Default shall have occurred and be continuing (or any type subset of Default Defaults or Event Events of Default) or ); or (iii) testing any ratio or cap availability under baskets set forth in this Agreement (including baskets measured as a percentage of Pro Forma Consolidated Cash Flow EBITDA or Consolidated Total Assets or by reference to the Available for Fixed Charges and any other availability of a “basket” Amount or exception set forth in this Indenture, the Available Equity Amount); in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer Company (the IssuerCompany’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 related to such Limited Condition Transaction, the date of determination of whether any such action is permitted hereunder, shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, or Limited Condition Transaction are entered into (y) the consummation of such transaction (such applicable date, the “LCT LCA Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter period recent Test Period ending prior to the LCT LCA Test Date, the Issuer Company could have taken such action on the relevant LCT LCA Test Date in compliance with such ratios, absence of Default ratio or Event of Default or “basket”, such ratio, absence of Default ratio or Event of Default or “basket” basket shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer Company has made an LCT LCA Election and (x) any of the ratios or “baskets” 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 of the target of any Company or the Person subject to such Limited Condition Transaction) , at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” baskets or ratios and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely fluctuations; however, if any ratios improve or baskets increase as a result of such fluctuations, such improved ratios or baskets may be utilized. If the Company has made an LCA Election for purposes of determining whether the any Limited Condition Transaction is permitted hereunder and (y) Transaction, then in connection with any subsequent calculation of any ratio or “basket” availability the incurrence ratios subject to the 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 without consummation of such Limited Condition Transaction, any such ratio or “basket” availability basket shall be calculated on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness or Liens and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have been consummated.

Limited Condition Transactions. For purposes In connection with determining whether any Limited Condition Transaction and any actions or transactions related thereto (including the incurrence, issuance or assumption of (iIndebtedness and the use of proceeds thereof, the incurrence or creation of Liens and the making of Restricted Payments and Investments) determining compliance with any provision in are permitted under this Indenture that Indenture, for which determination requires the calculation of any financial ratio ratio, test or testbasket, (ii) determining compliance with the requirement regarding the absence of each calculated on a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, in each case, in connection with a Limited Condition Transaction, the date of determinationpro forma basis, at the election option of the Issuer Parent (the IssuerParent’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to agreement for such transaction, or Limited Condition Transaction is entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving 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 Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter period ending prior to the LCT Test Date, the Issuer could would have taken such action been permitted on the relevant LCT Test Date in compliance with such ratios, absence provision the requirements of Default or Event of Default or “basket”, such ratio, absence of Default or Event of Default or “basket” provision shall be deemed to have been complied withsatisfied. For the avoidance of doubt, if the Issuer Parent has made an LCT Election and Election, (x1) if any of the ratios ratios, tests or “baskets” 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 Cash Flow of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition TransactionParent, such “baskets” , tests or ratios and other provisions shall 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 the Limited Condition Transaction is permitted hereunder Default shall be deemed to have occurred due to such failure to comply), and (y2) in calculating the availability under any ratio, test or basket in connection with any subsequent calculation of any ratio action or “basket” availability on or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) and the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio ratio, test or “basket” availability basket shall be calculated on a determined or tested giving pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming effect to such Limited Condition Transaction and 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 consummatedTransaction.

Limited Condition Transactions. For 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 (other than the covenant in this Indenture that Section 7.11, the definition of “Applicable Margin” and the definition of “Applicable ECF Percentage”) which requires the calculation of any financial ratio or test, including the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and Consolidated Total Net Leverage Ratio (iiand, for the avoidance of doubt, the financial ratios set forth in Sections 2.14(d) determining compliance with the requirement regarding the absence of a Default or Event of Default and 7.03(r)); or (or any type of Default or Event of Default) or (iiib) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception under baskets set forth in this Indenture, Agreement; in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer Borrower Representative (the IssuerBorrower Representative’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 at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, or Limited Condition Transaction are entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most recently completed four fiscal quarter period recent 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 Issuer could Borrowers would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratiosratio, absence of Default test or Event of Default or “basket”, such ratio, absence of Default test or Event of Default or “basket” basket shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer Borrower Representative has made an LCT Election and (x) any of the ratios ratios, tests or “baskets” 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 EBITDA or Total Assets of the target of any Consolidated Parties or the Person subject to such Limited Condition Transaction) , at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” , tests or ratios and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely fluctuations. If the Borrower Representative has made an LCT Election for purposes of determining whether the any Limited Condition Transaction is permitted hereunder and (y) 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, the making of Restricted Payments, the making of any Investment permitted under Section 7.02, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (a “basket” availability on or Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or “basket” availability basket shall be calculated required to be satisfied on a pro forma basis Pro Forma Basis (determined in accordance with the applicable provisions of this Indenturei) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof thereof) have been consummated and (but without netting ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the cash use of proceeds thereof)) had have not been consummated.

Limited Condition Transactions. For purposes (a) Notwithstanding anything in this Indenture to the contrary, when calculating any applicable financial ratio or test or determining other compliance with this Indenture or the Notes (including the determination of (i) determining compliance with any provision in of this Indenture or the Notes which requires that requires the calculation of any financial ratio or test, (ii) determining compliance with the requirement regarding the absence of a no Default or Event of Default (has occurred, is continuing or any type of Default or Event of Defaultwould result therefrom) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, in each case, in connection with the consummation of a Limited Condition Transaction, the date of determinationdetermination of such ratio or test and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the election option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, or Limited Condition Transaction are entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”), ) and if, after such financial ratios and tests and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently completed four fiscal quarter relevant test period being used to calculate such financial ratio ending prior to the LCT Test Date, the such Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratios, absence of Default or Event of Default or “basket”ratios and provisions, such ratio, absence of Default or Event of Default or “basket” provisions shall be deemed to have been complied with; provided that, at the option of such Issuer, the relevant ratios and baskets may be recalculated at the time of consummation of such Limited Condition Transaction. For the avoidance of doubt, if the Issuer has made an LCT Election and (x) if any of the such financial ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date tests are exceeded as a result of fluctuations in any such ratio or “basket” test (including due to fluctuations in EBITDA of the target of any Limited Condition Transactionsuch Issuer) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or financial ratios and tests and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder under this Indenture and the Notes and (y) such financial ratios and tests and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related transactions. (b) For the avoidance of doubt, if the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any financial ratio or “basket” test or basket availability with respect to any other 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 for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Indenture or the Notes, any such ratio ratio, test or “basket” availability basket shall be calculated required to comply with any such ratio, test or basket on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) assuming such Limited Condition Transaction and any other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had have been consummated.

Limited Condition Transactions. For 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 in of this Indenture that Agreement which requires the calculation of any financial ratio or test, including the Senior Secured Net Leverage Ratio, Total Net Leverage Ratio and Fixed Charge Coverage Ratio (iiand, for the avoidance of doubt, the financial ratios set forth in Sections 2.14, 7.02(x) determining compliance with the requirement regarding the absence of a Default or Event of Default and 7.03(g)); or (or any type of Default or Event of Default) or (iiib) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception under baskets set forth in this Indenture, Agreement; in each case, in connection with a Limited Condition Transaction, the date of determination, at the election option of the Issuer Borrower (the IssuerBorrower’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 the date the definitive agreements for such Limited Condition Transaction are entered into (or, in respect of any transaction described in clauses (ii) or (iii) of the definition of a Limited Condition Transaction, the date of delivery of irrevocable notice, declaration of dividend or similar event (and not at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of the definitive acquisition agreements or other binding contracts with respect to such transaction, or (y) the consummation of such transaction Limited Condition Transaction)) (such applicable date, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most recently completed four fiscal quarter period recent 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 Issuer could Borrower would AMERICAS 94493437 (2K) have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratiosratio, absence of Default test or Event of Default or “basket”, such ratio, absence of Default test or Event of Default or “basket” basket shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer Borrower has made an LCT Election and (x) any of the ratios ratios, tests or “baskets” 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 EBITDA or Adjusted Total Assets of the target of any Borrower or the Person subject to such Limited Condition Transaction) , at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such “baskets” , tests or ratios and other provisions shall will not be deemed to have been exceeded as a result of such fluctuations solely fluctuations. If the Borrower has made an LCT Election for purposes of determining whether the any Limited Condition Transaction is permitted hereunder and (y) 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, 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 (a “basket” availability on or Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or irrevocable notice, declaration of dividend or similar event for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or “basket” availability basket shall be calculated required to be satisfied on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof thereof) have been consummated; provided, that with respect to any such Subsequent Transaction that is a Restricted Payment, any such ratio or basket shall also be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (but without netting including any incurrence of Indebtedness and the cash use of proceeds thereof) have not been consummated. It is understood and agreed that the Borrower shall be deemed to have made an LCT Election in respect of the Callcredit Acquisition, and the LCT Test Date applicable thereto shall be April 20, 2018.” (c) Section 2.14 of the Credit Agreement is hereby amended as follows: (i) Section 2.14(a) of the Credit Agreement is hereby amended by amending and restating the first sentence thereof in its entirety as follows: “The Borrower may at any time or from time to time after the Amendment No. 7 Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term A loans (the “Incremental Term A-2 Loans”), (b) one or more additional tranches or additions to an existing tranche of term B loans (the “Incremental Term B-3 Loans”, and together with the Incremental Term A-2 Loans, the “Incremental Term Loans”) or (c) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Commitments created pursuant to Amendment No. 13 (a “Revolving Commitment Increase”), provided that (i) no Event of Default shall exist immediately prior to or after giving effect to the incurrence of Incremental Term Loans or Revolving Commitment Increase (except in connection with any Permitted Acquisition or Investment, where (x) no Event of Default shall exist at the time elected by the Borrower pursuant to the LCT Election and no Event of Default pursuant to Section 8.01(a), (f) or (g) shall exist at the time of incurrence of the Incremental Term Loans or Revolving Commitments) and (ii) at the time of incurrence of any Incremental Term Loans or Revolving Commitment Increase, the Borrower shall be in compliance with the covenant set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith (except in connection with any acquisition or other Investment, where such compliance shall be tested at the time elected by the Borrower pursuant to the LCT Election). (ii) Section 2.14(c) is hereby amended and restated in its entirety as follows: AMERICAS 94493437 (2K) “Notwithstanding anything to the contrary in this Agreement, the Lenders committing to provide Incremental Term Loans the proceeds of which are, substantially concurrently with the receipt thereof, to be used by the Borrower to finance in whole or in part a Permitted Acquisition or other Investment may agree to waive or modify the conditions to such borrowing of Incremental Term Loans set forth in Section 4.01”. (d) Section 4.01 of the Credit Agreement is hereby amended by amending and restating the last paragraph thereof in its entirety as follows: “Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of LIBOR Loans) submitted by the Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.01(i) and (ii) have been satisfied on and as of the date of the applicable Credit Extension. Notwithstanding the foregoing, to the extent that the proceeds of any Incremental Term Loans are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loans shall be the conditions precedent in the related Incremental Amendment”. (e) Section 7.02(g) is hereby amended and restated in its entirety as follows: “any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares or any options for Equity Interests that cannot, as a matter of law, be cancelled, redeemed or otherwise extinguished without the express agreement of the holder thereof at or prior to acquisition) in, a Person or division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired in a Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Event of Default shall exist at the time elected by the Borrower pursuant to the LCT Election and no Event of Default pursuant to Section 8.01(a), (f) or (g) shall exist at the time of the consummation of such Permitted Acquisition; (ii) [reserved], (iii) at the time elected by the Borrower pursuant to the LCT Election, Holdings and the Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.11 after giving effect to such acquisition or investment and any related transactions; (iv) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; (v) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary (it being understood that the acquisition of an Unrestricted Subsidiary as part of a Permitted Acquisition shall be deemed to be an Investment made in reliance on a provision of this Section 7.02 other than this clause (i)) had shall become Guarantors, in each case, in accordance with Section 6.11; and (vi) the aggregate amount of such Investments by Loan Parties in assets that are not (or do not become) owned by a Domestic Subsidiary or in Equity Interests in Persons that constitute Foreign Subsidiaries upon consummation of such acquisition shall not exceed (1) the greater of (x) Consolidated EBITDA for the Test Period then most recently ended for which financial statements have been consummateddelivered pursuant to Section 6.01(a) or (b) and (y) $300,000,000 (the “Restricted Subsidiary Investment Basket Amount”); provided that the application of any portion of the Restricted Subsidiary Investment Basket Amount pursuant to this Section 7.02(g)(vi) will result in a corresponding dollar-for-dollar reduction in the Restricted Subsidiary Investment Basket Amount available pursuant to Section 7.02(c)(iii)(y) plus (2) up to the full amount of the Joint Venture Basket Amount not otherwise utilized as permitted pursuant to Section 7.02(r)(i); provided that the application of any portion of the Joint Venture Basket Amount pursuant to this Section 7.02(g)(vi) will result in a corresponding dollar-for-dollar reduction in the Joint Venture Basket Amount available pursuant to Section 7.02(r)(i) (any such acquisition, a “Permitted Acquisition”).’ (f) Section 7.02(l)(A) is hereby amended by inserting the text “pursuant to Sections 8.01(a), (f) and (g)” immediately following the text of “if an Event of Default". AMERICAS 94493437 (2K) (g) Section 7.02(x) is hereby amended and restated in its entirety as follows: “other Investments up to an unlimited aggregate amount outstanding pursuant to this clause (x) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) (net of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts); provided that, both immediately prior and after giving effect thereto, (1) no Event of Default pursuant to Sections 8.01(a), (f) or (g) shall exist or result therefrom, and (2) the Total Net Leverage Ratio (determined at the time elected by the Borrower pursuant to the LCT Election) on a Pro Forma Basis after giving effect to such Investment as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable, shall be no greater than 5.75 to 1.00; provided, however, that notwithstanding the foregoing, if the Total Net Leverage Ratio (determined at the time elected by the Borrower pursuant to the LCT Election) on a Pro Forma Basis after giving effect to such Investment as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable, shall be greater than 5.75 to 1.00 and equal to or less than 6.25 to 1.00, such other Investments shall be permitted under this clause (x) so long as the aggregate amount of such Investments does not exceed the greater of (A) Consolidated EBITDA for the Test Period then most recently ended for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable, and (B) $400,000,000; and” (h) Section 7.03(g) is hereby amended by amending and restating clause (x) of the proviso thereto in its entirety as follows: “in the case of clauses (A) and (B), no Event of Default pursuant to Section 8.01(a), (f) or (g) shall exist both immediately prior and after giving effect thereto and no Event of Default shall exist at the time elected by the Borrower pursuant to the LCT Election”.

Limited Condition Transactions. For purposes of (i) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when determining compliance with any provision in this Indenture that requires applicable conditions to the calculation consummation of any financial ratio or testLimited Condition Transaction (including, (ii) determining compliance with the requirement regarding the absence of a without limitation, any Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any ratio or cap measured as a percentage of Pro Forma Consolidated Cash Flow Available for Fixed Charges and any other availability of a “basket” or exception set forth in this Indenture, in each case, in connection with a Limited Condition Transactioncondition), the date of determinationdetermination of such applicable conditions shall, at the election option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), shall be deemed to be at the time of (on the basis of the consolidated financial statements required to be delivered under Section 905 for the most recently ended four fiscal quarter period) either (x) the execution of date the definitive acquisition agreements or other binding contracts with respect to for such transaction, or Limited Condition Transaction are entered into (y) the consummation of such transaction (such applicable date, the “LCT Test Date”). If, and if, after based on the calculation of such ratios and other provisions are measured applicable condition on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at on the beginning first day of the most recently completed four fiscal quarter period of the Borrower most recently ending prior to the LCT Test DateDate for which financial statements are available to the Administrative Agent, the Issuer Borrower or Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with the applicable conditions thereto, then such ratios, absence of Default or Event of Default or “basket”, such ratio, absence of Default or Event of Default or “basket” applicable conditions shall be deemed to have been complied with, [[6121596]] unless an Event of Default described in clauses (a), (h) (solely with respect to the Borrower), (i) (solely with respect to the Borrower) or (m) of Article VII shall be continuing on the date such Limited Condition Transaction is actually consummated. For the avoidance of doubt, if an LCT Election is made, then the Issuer applicable conditions thereto shall not be tested at the time of consummation of such Limited Condition Transaction. 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 are exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions shall not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) then in connection with any subsequent calculation of any ratio or “basket” basket availability with respect to any other 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 for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability basket shall be calculated both (x) on a pro forma basis (determined in accordance with the applicable provisions of this Indenture) Pro Forma Basis assuming such Limited Condition Transaction and other related transactions in connection therewith (including any Incurrence incurrence of Debt Indebtedness and the use of proceeds thereof thereof) have been consummated and (but without netting y) on a Pro Forma Basis assuming such Limited Condition Transaction and other related transactions in connection therewith (including any incurrence of Indebtedness and the cash use of proceeds thereof)) had have not been consummated, and the applicable action shall only be permitted if there is sufficient availability under the applicable ratio or basket under both of the calculations pursuant to subsection (x) and (y).