Common use of Limited Condition Transactions Clause in Contracts

Limited Condition Transactions. Notwithstanding anything to the contrary herein, in connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of: (a) determining compliance with any provision of this Agreement (other than pursuant to Section 7.11) which requires the calculation of any financial ratio or test, including the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio and Interest Coverage Ratio (and, for the avoidance of doubt, the financial ratios set forth in Sections 2.14(d) and 7.03(v)); or (b) testing availability under baskets set forth in this Agreement; in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (or, in respect of any transaction described in clauses (ii) or (ii) 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 consummation of such Limited Condition Transaction)) (the “LCT Test Date”), and if, after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most recent Test Period 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 Date (for income statement purposes) or at the end of such most recent Test Period (for balance sheet purposes), the Borrower would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any 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 “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice, 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, test or basket shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; 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 (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Limited Condition Transactions. Notwithstanding anything to the contrary herein, in connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of: to the extent that the terms of this Agreement require (ai) determining compliance with any provision of this Agreement (other than pursuant to Section 7.11) which requires the calculation of any basket, financial ratio or test, (ii) the absence of a Default or an Event of Default, or (iii) a determination as to whether the representations and warranties contained in this Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects, in each case in connection with the consummation of a Limited Condition Acquisition or any transaction (including the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio incurrence of Indebtedness other than Revolving Loans and Interest Coverage Ratio (and, for the avoidance of doubtSwing Line Loans) to be undertaken in connection therewith, the financial ratios set forth in Sections 2.14(d) and 7.03(v)); or (b) testing availability under baskets set forth in this Agreement; in each casedetermination of whether the relevant condition is satisfied may be made, at the option election of the Borrower Company, (A) on the Borrower’s election date of the execution of the definitive agreement with respect to exercise such option Limited Condition Acquisition (such date, the “LCA Test Date”), or (B) on the date on which such Limited Condition Acquisition or other transaction is consummated, in either case, after giving effect to the relevant Limited Condition Acquisition and any related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, in connection with any Limited Condition Transaction, an “LCT Election”), the date Acquisition or transaction (including incurrence of determination of whether any such action is permitted hereunder shall be deemed Indebtedness other than Revolving Loans and Swing Line Loans) to be undertaken in connection therewith: (1) the date the definitive agreements for such Limited Condition Transaction are entered into condition set forth in clause (or, in respect of any transaction described in clauses (ii) or (iib)(iii) of the definition of a Limited Condition Transaction“Permitted Acquisition” shall be satisfied if (x) no Default shall have occurred and be continuing as of the applicable LCA Test Date, the date and (y) no Event of delivery of irrevocable noticeDefault under Section 8.01(a), declaration of dividend 8.01(f) or similar event (8.01(g) shall have occurred and not be continuing at the time of consummation of such Limited Condition Transaction)Acquisition or other transaction; (2) (if the “LCT Test Date”), and if, after giving effect proceeds of an Incremental Term Facility are being used to the finance such Limited Condition Transaction Acquisition, then (x) the conditions set forth in Section 2.14(d) and the other transactions Section 4.02(a) shall be required to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred satisfied at the beginning time of the most 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 Date (for income statement purposes) or at the end funding of such most recent Test Period (for balance sheet purposes), the Borrower would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubtIncremental Term Facility but, if the Borrower has made an LCT Election lenders providing such Incremental Term Facility so agree, the representations and any warranties which must be accurate at the time of funding of such Incremental Term Facility may be limited to customary “specified representations” and such other representations and warranties as may be required by the ratioslenders providing such Incremental Term Facility, tests and (y) the conditions set forth in Section 2.14(b) and Section 4.02(b) shall, if and to the extent the lenders providing such Incremental Term Facility so agree, be satisfied if (I) no Default or baskets for which compliance was determined or tested Event of Default shall have occurred and be continuing as of the LCT applicable LCA Test Date, and (II) no Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) shall have occurred and be continuing at the time of the funding of such Incremental Term Facility; and (3) if the Company has elected to apply an LCA Test Date are exceeded as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition TransactionAcquisition, then in connection with any calculation of any ratio, test or basket availability with respect to any other event that by 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 terms of the assets of the BorrowerLoan Documents requires compliance on a Pro Forma Basis with a test or covenant (each, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (a “Subsequent Transaction”) following the relevant LCT LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction Acquisition is consummated or and the date that the definitive agreement or irrevocable notice, declaration of dividend or similar event for governing 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, test or basket shall be required to be satisfied calculated and tested both on (x) a Pro Forma Basis assuming such Limited Condition Transaction Acquisition and the other transactions in connection therewith have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the applicable Limited Condition Acquisition Agreement has been terminated or expires without consummation of such Limited Condition Acquisition, and (including any incurrence of Indebtedness y) a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith. Except as set forth in clause (2) in the proviso to the first sentence in this Section 1.10 in connection with the use of the proceeds thereof) have been consummated; providedof an Incremental Term Facility to finance a Limited Condition Acquisition (and, in the case of such clause (2), only if and to the extent the lenders providing such Incremental Term Facility so agree as provided in such clause (2)), it is understood and agreed that this Section 1.10 shall not limit the conditions set forth in Section 4.02 with respect to any such Subsequent Transaction that is proposed Credit Extension, in connection with 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 (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummatedAcquisition or otherwise.

Limited Condition Transactions. Notwithstanding anything to When calculating the contrary herein, in connection with availability under any action being taken solely in connection with a Limited Condition Transaction, for purposes of: (a) determining Basket or ratio under this Agreement or compliance with any provision of this Agreement (other than pursuant to including, without limitation, Section 7.11) which requires 2.13 and Section 4.02 of this Agreement, the calculation determination of the absence of any financial ratio Default or test, including the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio Event of Default or compliance with any representations and Interest Coverage Ratio (and, for the avoidance of doubt, the financial ratios warranties set forth herein or in Sections 2.14(d) and 7.03(vany Loan Document)); or (b) testing availability under baskets set forth in this Agreement; , in each case, in connection with a Limited Condition Transaction and any actions or transactions related thereto, the date of determination for availability under any such Basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or Event of Default and compliance with any representations and warranties)) hereunder shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date (the “LCT Test Date”) the definitive agreements for such Limited Condition Transaction are entered into (or, which in respect the case of any transaction described in clauses (ii) prepayment, redemption or (ii) of the definition of a Limited Condition Transaction, offer to purchase Indebtedness or Equity Interests may be the date of delivery the irrevocable notice of prepayment or redemption or transmittal of irrevocable noticeoffer to purchase) (and, declaration if any relevant calculations are made on the LCT Test Date, recalculated, at the option of dividend or similar event (and not the Borrower, at the time of consummation of such Limited Condition Transaction)for funding or consummation) (the “LCT Test Date”), and if, on a Pro Forma Basis 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 incurrence of Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most recent Test Period 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 Date (for income statement purposes) or at the end of such most recent Test Period (for balance sheet purposes)and any related pro forma adjustments, the Borrower or any Restricted Subsidiaries would have been permitted to take such action actions or consummate such transactions on the relevant LCT Test Date in compliance with such ratio, test or basketBasket (and any related requirements and conditions), such ratio, test or basket Basket (and any related requirements and conditions) shall be deemed to have been complied withwith (or satisfied) for all purposes; provided, that compliance with such ratios, tests or Baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date. For the avoidance of doubt, (x) if the Borrower has made an LCT Election and any of the ratiossuch Baskets, tests or baskets ratios 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 ratioBasket, test or basket, ratio (including due to fluctuations in Consolidated EBITDA or Total Consolidated Assets of the Borrower or the Person subject to such Limited Condition Transaction, ) subsequent to such date of determination and at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such basketsBaskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations. If , (y) if any related requirements and conditions (including as to the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation absence of any ratio, test Default or basket availability with respect to the incurrence Event of Indebtedness Default) for which compliance or Liens, the making of Restricted Payments, the making of any Permitted Investment, mergers, the conveyance, lease satisfaction was determined or other transfer of all or substantially all tested as of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (a “Subsequent Transaction”) following the relevant LCT Test Date and prior would at any time after the LCT Test Date not have been complied with or satisfied (including due to the earlier occurrence or continuation of the date on which any Default or Event of Default), such Limited Condition Transaction is consummated requirements and conditions will not be deemed to have been failed to be complied with or the date that the definitive agreement satisfied (and such Default or irrevocable noticeEvent of Default shall be deemed not to have occurred or be continuing, declaration of dividend or similar event for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, solely for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis assuming such the applicable Limited Condition Transaction and other any actions or transactions in connection therewith related thereto (including any incurrence of Indebtedness and the use of proceeds thereof) have been are permitted hereunder) and (z) in calculating the availability under any ratio, test or Basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the date on which such Limited Condition Transaction is consummated; provided, that with respect to any such Subsequent Transaction that is a Restricted Payment, any such ratio ratio, test or basket Basket shall also be calculated determined or tested both with and without giving effect to such Limited Condition Transaction and any actions or transactions related thereto on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and any related pro forma adjustments unless the definitive agreement (or notice) for such Limited Condition Transaction is terminated or expires (or is rescinded) without consummation of such Limited Condition Transaction, and the Borrower or applicable Restricted Subsidiary must be able to satisfy the relevant tests on both bases; provided that in the case of clause (z) above, for the purposes of determination of the Available Amount Basket and Excess Cash Flow only, Consolidated Net Income shall not include any Consolidated Net Income of or attributed to the target company or assets associated with any such Limited Condition Transaction unless and until the closing of such Limited Condition Transaction shall have not been consummatedactually occurred.

Limited Condition Transactions. Notwithstanding anything to the contrary herein, in In connection with any action being taken solely in connection with a Limited Condition Transaction, Transaction for purposes ofof determining: (a) determining whether any Indebtedness that is being incurred in connection with such Limited Condition Transaction is permitted to be incurred in compliance with any provision of this Agreement (other than pursuant to Section 7.11) which requires the calculation of any financial ratio 6.01 or test, including the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio and Interest Coverage Ratio (and, for the avoidance of doubt, the financial ratios set forth in Sections 2.14(d) and 7.03(v)); orSection 2.20; (b) testing availability under whether any Lien being incurred in connection with such Limited Condition Transaction is permitted to be incurred in accordance with Section 6.02 or Section 2.20; (c) whether any other transaction to be undertaken in connection with such Limited Condition Transaction complies with the covenants or agreements contained in the Loan Documents; and (d) any calculation of the ratios or baskets, including the Total Leverage Ratio, Interest Coverage Ratio, Senior Secured Leverage Ratio, and baskets set forth determined by reference to Consolidated Total Assets, whether a Default or Event of Default exists and whether any representations and warranties in this Agreement; the Loan Documents are true and correct, in each case, in connection with the foregoing (other than in the case of each of clause (a), (b), (c) and (d) above, with respect to any extension of credit under the Revolving Facility Commitment): at the option prior written election of Borrower to the Borrower Administrative Agent (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date that the definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”) may be used as the applicable date of determination of such requirements, as the case may be, in each case with such adjustments as are appropriate and consistent with the provisions set forth in the definition of “Pro Forma Basis”; provided, however, that notwithstanding anything to the contrary in this Section 1.05, no such transaction shall be permitted if on the date of consummation of such transaction, an Event of Default under Section 7.01(b), 7.01(c), 7.01(h) or 7.01(i) shall have occurred and be continuing. For the avoidance of doubt, if the Borrower makes an LCT Election (a) any fluctuation or change in the Total Leverage Ratio, Interest Coverage Ratio, Senior Secured Leverage Ratio and/or Consolidated Total Assets of the Borrower and its Subsidiaries from the LCT Test Date to the date of consummation of such Limited Condition Transaction will not be taken into account for purposes of determining whether any Indebtedness or Lien that is being incurred in connection with such Limited Condition Transaction is permitted to be incurred, or whether any other transaction undertaken in connection with such Limited Condition Transaction by the Borrower or any Subsidiary complies with the Loan Documents and any provision of this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, or is continuing or would result from any such action is permitted hereunder or any representation or warranties be satisfied, as applicable, such condition shall be deemed to be satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on, or such representations and warranties are satisfied on, the date the definitive agreements for such Limited Condition Transaction are entered into and (or, b) after the LCT Test Date and until such Limited Condition Transaction is consummated or agreements in respect thereof are terminated or expire, such Limited Condition Transaction and all transactions proposed to be undertaken in connection therewith (including without limitation the incurrence of any transaction described in clauses Indebtedness and Liens) will be given pro forma effect as if they occurred on such LCT Test Date when determining compliance of other transactions (ii) or (ii) including without limitation the incurrence of the definition of a Indebtedness and Liens unrelated to such Limited Condition Transaction, ) that are consummated after the LCT Test Date and on or prior to the date of delivery of irrevocable notice, declaration of dividend or similar event (and not at the time of consummation of such Limited Condition Transaction)Transaction or termination or expiration of such agreement or prepayment (or similar) (the “LCT Test Date”), notice thereof and if, after giving effect to the Limited Condition Transaction and the other any such transactions to be entered into in connection therewith (including without limitation any incurrence of Indebtedness and the use of proceeds thereofthereof or any repayments of Indebtedness) will be deemed to have occurred on a Pro Forma Basis as if they had occurred at the beginning of the most 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 Date (and be outstanding thereafter for income statement purposes) purposes of calculating any baskets or at ratios under the end of such most recent Test Period (for balance sheet purposes), Loan Documents after the Borrower would have been permitted to take such action on the relevant LCT Test Date and before the date of consummation of such Limited Condition Transaction (or the date the definitive agreements in compliance with such ratiorespect thereof or applicable prepayment (or similar) notice are terminated or expire), test or basket, such ratio, test or basket shall be deemed to have been complied with. For provided that for the avoidance of doubt, if this clause (b) shall not apply to the Borrower has made an LCT Election and any calculation of the ratios, tests or baskets for which Applicable Rate and actual compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will (and not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any 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 “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice, 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, test or basket shall be required to be satisfied compliance on a Pro Forma Basis assuming such Limited Condition Transaction Basis) with the financial covenants in Sections 6.10, 6.11 and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds 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 (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated6.12.

Limited Condition Transactions. Notwithstanding anything to the contrary herein, in In connection with any action being taken solely in connection with a Limited Condition Transaction, Transaction for purposes ofof determining: (a) determining whether any Indebtedness that is being incurred in connection with such Limited Condition Transaction is permitted to be incurred in compliance with any provision of this Agreement (other than pursuant to Section 7.11) which requires the calculation of any financial ratio 6.01 or test, including the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio and Interest Coverage Ratio (and, for the avoidance of doubt, the financial ratios set forth in Sections 2.14(d) and 7.03(v)); orSection 2.19; (b) testing availability under whether any Lien being incurred in connection with such Limited Condition Transaction is permitted to be incurred in accordance with Section 6.02 or Section 2.19; (c) whether any other transaction to be undertaken in connection with such Limited Condition Transaction complies with the covenants or agreements contained in the Loan Documents; and (d) any calculation of the ratios or baskets, including the Total Leverage Ratio, Interest Coverage Ratio, Senior Secured Leverage Ratio, and baskets set forth determined by reference to Consolidated Net Tangible Assets, whether a Default or Event of Default exists and whether any representations and warranties in this Agreement; the Loan Documents are true and correct, in each case, in connection with the foregoing (other than in the case of each of Section 1.05(a), Section 1.05(b), Section 1.05(c) and Section 1.05(d), with respect to any extension of credit under the Revolving Facility Commitment): at the option prior written election of Borrower to the Borrower Administrative Agent (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date that the definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”) may be used as the applicable date of determination of such requirements, as the case may be, in each case with such adjustments as are appropriate and consistent with the provisions set forth in the definition of “Pro Forma Basis”; provided that notwithstanding anything to the contrary in this Section 1.05, no LCT Election shall be permitted for a Limited Condition Transaction if on the date of consummation of such Limited Condition Transaction an Event of Default under Section 7.01(b), Section 7.01(c), Section 7.01(h) or Section 7.01(i) shall have occurred and be continuing; provided, further, that notwithstanding anything to the contrary in this Section 1.05, no LCT Election shall be permitted for a Limited Condition Transaction if the date of consummation of such Limited Condition Transaction occurs more than 90 consecutive days after the LCT Test Date for such Limited Condition Transaction. For the avoidance of doubt, if the Borrower makes an LCT Election (x) any fluctuation or change in the Total Leverage Ratio, Interest Coverage Ratio, Senior Secured Leverage Ratio and/or Consolidated Net Tangible Assets of the Borrower and its Subsidiaries from the LCT Test Date to the date of consummation of such Limited Condition Transaction will not be taken into account for purposes of determining whether any Indebtedness or Lien that is being incurred in connection with such Limited Condition Transaction is permitted to be incurred, or whether any other transaction undertaken in connection with such Limited Condition Transaction by the Borrower or any Subsidiary complies with the Loan Documents and any provision of this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, or is continuing or would result from any such action is permitted hereunder or any representation or warranties be satisfied, as applicable, such condition shall be deemed to be satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on, or such representations and warranties are satisfied on, the date the definitive agreements for such Limited Condition Transaction are entered into and (or, y) after the LCT Test Date and until such Limited Condition Transaction is consummated or agreements in respect thereof are terminated or expire, such Limited Condition Transaction and all transactions proposed to be undertaken in connection therewith (including without limitation the incurrence of any transaction described in clauses Indebtedness and Liens) will be given pro forma effect as if they occurred on such LCT Test Date when determining compliance of other transactions (ii) or (ii) including without limitation the incurrence of the definition of a Indebtedness and Liens unrelated to such Limited Condition Transaction, ) that are consummated after the LCT Test Date and on or prior to the date of delivery of irrevocable notice, declaration of dividend or similar event (and not at the time of consummation of such Limited Condition Transaction)Transaction or termination or expiration of such agreement or prepayment (or similar) (the “LCT Test Date”), notice thereof and if, after giving effect to the Limited Condition Transaction and the other any such transactions to be entered into in connection therewith (including without limitation any incurrence of Indebtedness and the use of proceeds thereofthereof or any repayments of Indebtedness) will be deemed to have occurred on a Pro Forma Basis as if they had occurred at the beginning of the most 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 Date (and be outstanding thereafter for income statement purposes) purposes of calculating any baskets or at ratios under the end of such most recent Test Period (for balance sheet purposes), Loan Documents after the Borrower would have been permitted to take such action on the relevant LCT Test Date and before the date of consummation of such Limited Condition Transaction (or the date the definitive agreements in compliance with such ratiorespect thereof or applicable prepayment (or similar) notice are terminated or expire), test or basket, such ratio, test or basket shall be deemed to have been complied with. For provided that for the avoidance of doubt, if this clause (y) shall not apply to the Borrower has made an LCT Election and any calculation of the ratios, tests or baskets for which Applicable Rate and actual compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will (and not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any 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 “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice, 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, test or basket shall be required to be satisfied compliance on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and Basis) with the use of proceeds 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 (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummatedFinancial Performance Covenants.

Limited Condition Transactions. Notwithstanding anything to the contrary herein, in (a) In connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of: (ai) determining compliance with any provision of this Agreement (other than pursuant to Section 7.11) which that requires the calculation of any financial ratio or testthe Fixed Charge Coverage Ratio, including the Consolidated Total Debt Ratio, Consolidated First Lien Net Leverage Debt Ratio, Consolidated Secured Net Leverage Debt Ratio or Debt to Total Capitalization Ratio, Consolidated Total Net Leverage Ratio ; (ii) determining whether a Default or Event of Default shall have occurred and Interest Coverage Ratio be continuing (and, for the avoidance or any subset of doubt, the financial ratios set forth in Sections 2.14(d) and 7.03(v)Defaults or Events of Default); or (biii) testing availability under baskets set forth in baskets, ratios or financial metrics under this AgreementAgreement (including those measured as a percentage of Consolidated EBITDA, Annualized EBITDA, Fixed Charges or Consolidated Total Assets or by reference to clause (2) of Section 6.1(a)); in each case, at the option of the Borrower Borrower, any of its Restricted Subsidiaries or any successor entity of any of the foregoing (including a third party) (the Borrower’s “Testing Party”, and the election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), with such option to be exercised on or prior to the date of execution of the definitive agreements, submission of notice or the making of a definitive declaration, as applicable, with respect to such Limited Condition Transaction, the date of determination of whether any such action is permitted hereunder under this Agreement, shall be deemed to be (a) the date the definitive agreements for (or, if applicable, a binding offer or launch of a “certain funds” tender offer), notice (which may be conditional) or declaration with respect to such Limited Condition Transaction are entered into (orinto, in provided or made, as applicable, or the date that an Officer’s Certificate is given with respect to the designation of any transaction described in clauses (ii) a Subsidiary as restricted or unrestricted, or (iib) of with respect to sales in connection with an acquisition to which the definition of a Limited Condition TransactionUnited Kingdom City Code on Takeovers and Mergers applies (or similar law or practice in other jurisdictions), the date on which a “Rule 2.7 announcement” of delivery of irrevocable notice, declaration of dividend a firm intent to make an offer or similar event announcement or determination in another jurisdiction subject to laws similar to the United Kingdom City Code on Takeovers and Mergers (and not at the time of consummation of such Limited Condition Transaction)) (as applicable, the “LCT Test Date”)) is made, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any acquisitions, Investments, the incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock, Preferred Stock or Liens and the use of proceeds thereof, Restricted Payments and Asset Sales) on a Pro Forma Basis as if they had occurred at the beginning of the most 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 Date (for income statement purposes) or at the end of such most recent Test Period (for balance sheet purposes)Date, the Borrower would could have been permitted to take taken such action on the relevant LCT Test Date in compliance with such ratio, test basket or basketfinancial metric, such ratio, test basket or basket financial metric shall be deemed to have been complied with. . (b) For the avoidance of doubt, if the Borrower Testing Party has made an LCT Election and any of the ratios, tests baskets or baskets financial metrics for which compliance was determined or tested as of the LCT Test Date are exceeded or not complied with as a result of fluctuations in any such ratio, test basket or basketfinancial metrics, including due to fluctuations in Fixed Charges, Consolidated Net Income or Annualized EBITDA or Total Assets of the Borrower Borrower, the target company or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such basketsratios, tests baskets or ratios financial metrics will not be deemed to have been exceeded as a result of such fluctuations and such baskets, ratios or financial metrics shall not be tested at the consummation of the Limited Condition Transaction except as contemplated in clause (a) of the immediately succeeding proviso; provided, however, that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Testing Party may elect, in its sole discretion, to redetermine all such baskets, ratios and 70 1223206.01A-CHISR02A1223231.10A-CHISR02A - MSW financial metrics 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, (b) if any ratios or financial metrics improve or baskets increase as a result of such fluctuations, such improved ratios, financial metrics or baskets may be utilized and (c) Fixed Charges with respect to any Indebtedness expected to be incurred in connection with such Limited Condition Transaction will, for purposes of the Fixed Charge Coverage Ratio, be calculated using an assumed interest rate based on the available documentation therefor, as determined by the Testing Party in good faith (or, if no such documentation is available, using an assumed interest rate as reasonably determined by the Testing Party in good faith). If the Borrower Testing Party has made an LCT Election for any Limited Condition Transaction, then then, in connection with any subsequent calculation of any ratiothe ratios, test baskets or basket availability with respect to the incurrence of Indebtedness financial metrics on 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 “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 agreement, notice or irrevocable notice, declaration of dividend or similar event for such Limited Condition Transaction is abandoned, 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, test basket or basket financial metric shall be required to be satisfied calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated; provided. For the avoidance of doubt, that with respect if the Testing Party has exercised its option pursuant to the foregoing and any Default or Event of Default occurs following the LCT Test Date (including any new LCT Test Date) for the applicable Limited Condition Transaction and prior to or on the date of the consummation of such Subsequent Transaction that is a Restricted PaymentLimited Condition Transaction, any such ratio Default or basket Event of Default shall also be calculated on a Pro Forma Basis assuming deemed not to have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness is permitted under this Agreement. The Borrower will be deemed to have made an LCT Election with respect to the Golar Acquisition and the use of proceeds thereof) have not been consummatedHygo Acquisition on the Closing Date.

Limited Condition Transactions. Notwithstanding anything to the contrary hereinherein or in any other Loan Document, in connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of: (a) determining compliance with any provision of this Agreement (other than pursuant to Section 7.11) which requires the calculation of any financial ratio or test, including the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Secured Leverage Ratio Ratio, or the Fixed Charge Coverage Ratio, or requires the absence of any Default or Event of Default or the making of representations and Interest Coverage Ratio (and, for the avoidance of doubt, the financial ratios set forth in Sections 2.14(d) and 7.03(v))warranties; or (b) testing availability under baskets set forth in this AgreementAgreement (including baskets measured as a percentage of Total Assets or Consolidated Cash Flow); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (or, in respect of any transaction described in clauses (ii) or (ii) 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 consummation of such Limited Condition Transaction)) (the “LCT Test Date”), and if, after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof, the granting of any Liens and the making of any Restricted Payment) on a Pro Forma Basis pro forma basis as if they had occurred at the beginning of the most recent Test Period recently completed period of four (4) consecutive fiscal quarters for which the financial statements were (and certificates required by Sections 5.04(a) or 5.04(b), as the case may be, have been or were required to be) have been delivered pursuant to Section 6.01(a) or (b) ending prior to the LCT Test Date (for income statement purposes) or at the end of such most recent Test Period (for balance sheet purposes)Date, the Borrower would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, or any requirement relating to the absence of any Default or Event of Default and the making of representations and warranties, such ratio, test or basket or 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 60 US-DOCS\104110541.24 Transaction had not been consummated and (y) in connection with any other purposes (other than the testing of compliance with Section 6.09, but including pro forma compliance with such financial covenant), 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 Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA Cash Flow or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any 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 “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice, 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, test or basket shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; 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 (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Limited Condition Transactions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (a) compliance with any basket, financial ratio or test (including any Consolidated Funded Debt Ratio test or Consolidated Interest Coverage Ratio test), (b) the absence of a Default or an Event of Default, or (c) a determination as to whether the representations and warranties contained in this Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect), in each case in connection with the consummation of a Limited Condition Transaction (other than the making by any action being taken solely in connection Lender or L/C Issuer, as applicable, of any Credit Extension), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower: (i) (A) on the date of the execution of the definitive agreement with a respect to such Limited Condition Transaction, for purposes of:or (B) on the date on which such Limited Condition Transaction is consummated, in either case, after giving effect to the relevant Limited Condition Transaction, on a Pro Forma Basis; and (aii) determining compliance with any provision (A) on the date of this Agreement the declaration or public announcement of such Restricted Payment, or (other than pursuant to Section 7.11B) on the date on which requires the calculation of any financial ratio or testsuch Restricted Payment is made, including the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio and Interest Coverage Ratio (and, for the avoidance of doubt, the financial ratios set forth in Sections 2.14(d) and 7.03(v)); or (b) testing availability under baskets set forth in this Agreement; in each either case, at after giving effect to the option of relevant Restricted Payment, on a Pro Forma Basis; any such date identified in Section 1.08(i)(A) or (ii)(A) above, an “LCT Test Date” provided, that, notwithstanding the Borrower (the Borrower’s election to exercise such option foregoing, in connection with any Limited Condition Transaction, an “LCT Election”), : (1) any condition requiring the date absence of determination a Default or Event of whether any such action is permitted hereunder Default (including the condition set forth in clause (g)(i) of Section 7.02) shall be deemed to satisfied if (x) no Default or Event of Default shall have occurred and 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 (ii) continuing as of the definition applicable LCT Test Date, and (y) no Specified Event of a Limited Condition Transaction, the date of delivery of irrevocable notice, declaration of dividend or similar event (Default shall have occurred and not be continuing at the time of consummation of such Limited Condition Transaction); and (2) (the “LCT Test Date”), and if, after giving effect to the such Limited Condition Transaction and the other transactions related Indebtedness, if any, to be entered into incurred in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred thereof shall be deemed consummated at the beginning of the most 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 Date (until such time as the Limited Condition Transaction is actually consummated or the applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Transaction) for income statement purposes) purposes of determining Pro Forma Compliance with any financial ratio or at the end of such most recent Test Period test (for balance sheet purposes), the Borrower would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, including any Consolidated Funded Debt Ratio test or basketConsolidated Interest Coverage Ratio test, such ratio, test or basket shall be deemed to have been complied withany calculation of the financial covenants set forth in Section 7.11). For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests such ratios or baskets amounts for which compliance was determined or tested as of the LCT Test Date are thereafter exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test ratio or basket, amount (including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition TransactionEBITDA), at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets, tests ratios or ratios amounts will not be deemed to have been exceeded or failed to be complied with as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any 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 “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice, declaration of dividend or similar event for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, fluctuations solely for purposes of determining whether such Subsequent the relevant Limited Condition Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction consummated or taken. It is understood and other transactions agreed that this Section 1.08 shall not limit the conditions set forth in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that Section 4.02 with respect to any such Subsequent Transaction that is proposed Credit Extension, in connection with 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 (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummatedor otherwise.

Limited Condition Transactions. Notwithstanding anything to the contrary herein, in (a) In connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of: (a1) determining compliance with any provision of this Agreement (other than pursuant to Section 7.11) which Indenture that requires the calculation of any financial ratio or test, including the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Fixed Charge Coverage Ratio, Consolidated Total Net Leverage Debt Ratio, Consolidated First Lien Debt Ratio or Consolidated Secured Debt Ratio; (2) determining whether a Default or Event of Default shall have occurred and Interest Coverage Ratio be continuing (and, for the avoidance or any subset of doubt, the financial ratios set forth in Sections 2.14(d) and 7.03(v)Defaults or Events of Default); or (b3) testing availability under baskets set forth in baskets, ratios or financial metrics under this AgreementIndenture (including those measured as a percentage of Consolidated EBITDA, Annualized EBITDA, Fixed Charges or Consolidated Total Assets or by reference to clause (2)(a) of Section 4.07(a)); in each case, at the option of the Borrower Issuer, any of its Restricted Subsidiaries or any successor entity of any of the foregoing (including a third party) (the Borrower’s “Testing Party”, and the election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), with such option to be exercised on or prior to the date of execution of the definitive agreements, submission of notice or the making of a definitive declaration, as applicable, with respect to such Limited Condition Transaction, the date of determination of whether any such action is permitted hereunder under this Indenture, shall be deemed to be (a) the date the definitive agreements for (or, if applicable, a binding offer or launch of a “certain funds” tender offer), notice (which may be conditional) or declaration with respect to such Limited Condition Transaction are entered into (orinto, in provided or made, as applicable, or the date that an Officer’s Certificate is given with respect to the designation of any transaction described in clauses (ii) a Subsidiary as restricted or unrestricted, or (iib) of with respect to sales in connection with an acquisition to which the definition of a Limited Condition TransactionUnited Kingdom City Code on Takeovers and Mergers applies (or similar law or practice in other jurisdictions), the date on which a “Rule 2.7 announcement” of delivery of irrevocable notice, declaration of dividend a firm intent to make an offer or similar event announcement or determination in another jurisdiction subject to laws similar to the United Kingdom City Code on Takeovers and Mergers (and not at the time of consummation of such Limited Condition Transaction)) (as applicable, the “LCT Test Date”)) is made, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any acquisitions, Investments, the incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock, Preferred Stock or Liens and the use of proceeds thereof, Restricted Payments and Asset Sales) on a Pro Forma Basis as if they had occurred at the beginning of the most 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 Date (for income statement purposes) or at the end of such most recent Test Period (for balance sheet purposes)Date, the Borrower would Issuer could have been permitted to take taken such action on the relevant LCT Test Date in compliance with such ratio, test basket or basketfinancial metric, such ratio, test basket or basket financial metric shall be deemed to have been complied with. . (b) For the avoidance of doubt, if the Borrower Testing Party has made an LCT Election and any of the ratios, tests baskets or baskets financial metrics for which compliance was determined or tested as of the LCT Test Date are exceeded or not complied with as a result of fluctuations in any such ratio, test basket or basketfinancial metrics, including due to fluctuations in Fixed Charges, Consolidated Net Income or Annualized EBITDA or Total Assets of the Borrower Issuer, the target company or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such basketsratios, tests baskets or ratios financial metrics will not be deemed to have been exceeded as a result of such fluctuations and such baskets, ratios or financial metrics shall not be tested at the consummation of the Limited Condition Transaction except as contemplated in clause (a) of the immediately succeeding proviso; provided, however, that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Testing Party may elect, in its sole discretion, to re-determine all such baskets, ratios and financial metrics on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date, (b) if any ratios or financial metrics improve or baskets increase as a result of such fluctuations, such improved ratios, financial metrics or baskets may be utilized and (c) Fixed Charges with respect to any Indebtedness expected to be incurred in connection with such Limited Condition Transaction will, for purposes of the Fixed Charge Coverage Ratio, be calculated using an assumed interest rate based on the available documentation therefor, as determined by the Testing Party in good faith (or, if no such documentation is available, using an assumed interest rate as reasonably determined by the Testing Party in good faith). If the Borrower Testing Party has made an LCT Election for any Limited Condition Transaction, then then, in connection with any subsequent calculation of any ratiothe ratios, test baskets or basket availability with respect to the incurrence of Indebtedness financial metrics on 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 “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 agreement, notice or irrevocable notice, declaration of dividend or similar event for such Limited Condition Transaction is abandoned, 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, test basket or basket financial metric shall be required to be satisfied calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated; provided. For the avoidance of doubt, that with respect if the Testing Party has exercised its option pursuant to the foregoing and any Default or Event of Default occurs following the LCT Test Date (including any new LCT Test Date) for the applicable Limited Condition Transaction and prior to or on the date of the consummation of such Subsequent Transaction that is a Restricted PaymentLimited Condition Transaction, any such ratio Default or basket Event of Default shall also be calculated on a Pro Forma Basis assuming deemed not to have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummatedis permitted under this Indenture.

Limited Condition Transactions. Notwithstanding anything to For purposes of determining pro forma compliance with the contrary hereinConsolidated 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 (including in the case of the funding of an Incremental Tranche, but excluding in the case of the funding of an Incremental Revolving Commitment), in connection with the consummation of any action acquisition or investment not prohibited hereunder that a Loan Party or a Subsidiary is contractually committed to consummate (it being taken solely understood that such commitment may be subject to conditions precedent, which conditions precedent may be amended or waived in connection 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, for purposes of: (a) determining compliance with any provision of this Agreement (other than pursuant to Section 7.11) which requires the calculation of any financial ratio or test, including the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio and Interest Coverage Ratio (and, for the avoidance of doubt, the financial ratios set forth in Sections 2.14(d) and 7.03(v)); or (b) testing availability under baskets set forth in this Agreement; in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination shall, at the option of whether any such action is permitted hereunder shall be deemed to the Lead Borrower, 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 (ii) 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 consummation of such Limited Condition Transaction)) (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 giving pro forma effect to the such Limited Condition Transaction and the other transactions related thereto to be entered into in connection therewith (including any incurrence of Indebtedness indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most recent Test Period for which financial statements were (or were required to be) delivered pursuant to Section 6.01(a) or (b) applicable test period ending prior to on the LCT Test Date (for income statement purposes) or at the end of Date, such most recent Test Period (for balance sheet purposes), the Borrower would Loan Party could have been permitted to take consummated such action Limited Condition Transaction and such other transactions on the relevant LCT Test Date in compliance with such ratio, test or basket, then such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests 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, test ratio or basket, amount (including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower Borrowers or the Person person subject to 56 such Limited Condition Transaction), at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded as a result of such fluctuations. If fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if a Borrower has made an LCT Election for any Limited Condition Transactionmakes such election, then in connection with any calculation of any 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 “Subsequent Transaction”) transaction following the relevant LCT Test Date and prior to the earlier earliest of the date on which such Limited Condition Transaction is consummated or 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, declaration of dividend or similar event 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 subsequent transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness indebtedness and the use of proceeds 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 (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Limited Condition Transactions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including any Consolidated Leverage Ratio test or any Consolidated Interest Coverage Ratio test), (ii) the absence of a Default or an Event of Default, or (iii) a determination as to whether the representations and warranties contained in Article II and Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect), in each case in connection with any action being taken solely in connection with the consummation of a Limited Condition Transaction, for purposes of: (a) determining compliance with any provision the determination of this Agreement (other than pursuant to Section 7.11) which requires whether the calculation of any financial ratio or test, including the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio and Interest Coverage Ratio (and, for the avoidance of doubt, the financial ratios set forth in Sections 2.14(d) and 7.03(v)); or (b) testing availability under baskets set forth in this Agreement; in each caserelevant condition is satisfied may be made, at the option election of the Borrower Borrower, in the case of a Permitted Acquisition or other Investment, in each case that is a Limited Condition Transaction, upon either (A) the execution of the definitive agreement with respect to such Permitted Acquisition or other Investment, or (B) the consummation of such Permitted Acquisition or other Investment (the Borrower’s election dates referred to exercise such option in clause (A) above, an “LCT Test Date”), after giving effect to the relevant Limited Condition Transaction and related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, in connection with any Limited Condition Transaction, an “LCT Election”), : (x) 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 conditions set forth in clause (or, in respect of any transaction described in clauses (ii) or (iic) of the proviso to the definition of a Limited Condition Transaction“Permitted Acquisition” shall be satisfied if (I) no Default or Event of Default shall have occurred and be continuing as of the applicable LCT Test Date, the date and (II) no Specified Event of delivery of irrevocable notice, declaration of dividend or similar event (Default shall have occurred and not be continuing at the time of consummation of such Limited Condition Transaction); and (y) if the proceeds of an Incremental Term Facility pursuant to Section 2.16(b) are being used to finance such Limited Condition Transaction, then (I) the “LCT Test Date”), conditions set forth in Section 2.16(b)(viii)(2)(x) and if, after giving effect Section 4.02(a) shall be required to be satisfied at the time of closing of the Limited Condition Transaction and funding of such Incremental Term Facility but may be subject to customary “SunGard” or “certain funds” conditionality and the representations and warranties required may be limited to customary “specified representations” and such other transactions representations and warranties as may be required by the applicable lenders providing such Incremental Term Facility, and (II) the conditions set forth in Section 2.16(b)(iv), Section 2.16(b)(viii)(2)(y) and Section 4.02(b) shall, if and to the extent the lenders providing such Incremental Term Facility so agree, be entered into 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 Specified Event of Default shall have occurred and be continuing at the time of the funding of such Incremental Term Facility in connection therewith (including any incurrence of Indebtedness and with the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most 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 Date (for income statement purposes) or at the end consummation of such most recent Test Period (for balance sheet purposes), the Borrower would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied withLimited Condition Transaction. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests 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, test ratio or basket, amount (including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition TransactionEBITDA), at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets, tests ratios or ratios amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any 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 “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice, declaration of dividend or similar event for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, fluctuations solely for purposes of determining whether such Subsequent the relevant Limited Condition Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on consummated or taken. Except as set forth in clause (y) above in connection with the use of the proceeds of an Incremental Term Facility to finance a Pro Forma Basis assuming such Limited Condition Transaction (and, in the case of such clause (y), only if and other transactions to the extent the lenders providing such Incremental Term Facility so agree as provided in connection therewith such clause (including any incurrence of Indebtedness y)), it is understood and agreed that this Section 1.09 shall not limit the use of proceeds thereof) have been consummated; provided, that conditions set forth in Section 4.02 with respect to any such Subsequent Transaction that is proposed Credit Extension, in connection with 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 (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummatedor otherwise.

Limited Condition Transactions. Notwithstanding anything to the contrary herein, in (a) In connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of: (a1) determining compliance with any provision of this Agreement (other than pursuant to Section 7.11) which Indenture that requires the calculation of any financial ratio or test, including the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Fixed Charge Coverage Ratio, Consolidated Total Net Leverage Debt Ratio or Consolidated Secured Debt Ratio; (2) determining whether a Default or Event of Default shall have occurred and Interest Coverage Ratio be continuing (and, for the avoidance or any subset of doubt, the financial ratios set forth in Sections 2.14(d) and 7.03(v)Defaults or Events of Default); or (b3) testing availability under baskets set forth in baskets, ratios or financial metrics under this AgreementIndenture (including those measured as a percentage of Consolidated EBITDA, Fixed Charges or Consolidated Total Assets or by reference to clause (2) of Section 4.07(a)); in each case, at the option of the Borrower Issuer, any of its Restricted Subsidiaries, a Parent Company of the Issuer, or any successor entity of any of the foregoing (including a third party) (the Borrower’s “Testing Party,” and the election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), with such option to be exercised on or prior to the date of execution of the definitive agreements, submission of notice (which may be conditional) or the making of a definitive declaration or the determination to enter into, as applicable, with respect to such Limited Condition Transaction, or the date a certificate is provided with respect to the designation of an Unrestricted Subsidiary the date of determination of whether any such action is permitted hereunder under this Indenture, shall be deemed to be (a) the date the definitive agreements for (or, if applicable, a binding offer or launch of a “certain funds” tender offer), notice (which may be conditional) or declaration with respect to such Limited Condition Transaction are entered into (orinto, in provided or made, as applicable, or the date that an Officer’s Certificate is given with respect to the designation of any transaction described in clauses (ii) a Subsidiary as restricted or unrestricted, or (iib) of with respect to sales in connection with an acquisition to which the definition of a Limited Condition TransactionUnited Kingdom City Code on Takeovers and Mergers applies (or similar law or practice in other jurisdictions), the date on which a “Rule 2.7 announcement” of delivery of irrevocable notice, declaration of dividend a firm intent to make an offer or similar event announcement or determination in another jurisdiction subject to laws similar to the United Kingdom City Code on Takeovers and Mergers (and not at the time of consummation of such Limited Condition Transaction)) (as applicable, the “LCT Test Date”)) is made, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most recent Test Period 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 Date (for income statement purposes) or at the end of such most recent Test Period (for balance sheet purposes)Date, the Borrower would Issuer could have been permitted to take taken such action on the relevant LCT Test Date in compliance with such ratio, test basket or basketfinancial metric, such ratio, test basket or basket financial metric shall be deemed to have been complied with. . (b) For the avoidance of doubt, if the Borrower Testing Party has made an LCT Election and any of the ratios, tests baskets or baskets financial metrics for which compliance was determined or tested as of the LCT Test Date are exceeded or not complied with as a result of fluctuations in any such ratio, test basket or basketfinancial metrics, including due to fluctuations in Fixed Charges, Consolidated Net Income or Consolidated EBITDA or Total Assets of the Borrower Issuer and its Restricted Subsidiaries, the target company or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such basketsratios, tests baskets or ratios financial metrics will not be deemed to have been exceeded as a result of such fluctuations and such baskets, ratios or financial metrics shall not be tested at the consummation of the Limited Condition Transaction except as contemplated in clause (a) of the immediately succeeding proviso; provided, however, that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Testing Party may elect, in its sole discretion, to re-determine all such baskets, ratios and financial metrics on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date, (b) if any ratios or financial metrics improve or baskets increase as a result of such fluctuations, such improved ratios, financial metrics or baskets may be utilized and (c) Fixed Charges with respect to any Indebtedness expected to be incurred in connection with such Limited Condition Transaction will, for purposes of the Fixed Charge Coverage Ratio, be calculated using an assumed interest rate based on the available documentation therefor, as determined by the Testing Party in good faith. If the Borrower Testing Party has made an LCT Election for any Limited Condition Transaction, then then, in connection with any subsequent calculation of any ratiothe ratios, test baskets or basket availability with respect to the incurrence of Indebtedness financial metrics on 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 “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 agreement, notice or irrevocable notice, declaration of dividend or similar event for such Limited Condition Transaction is abandoned, 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, test basket or basket financial metric shall be required to be satisfied calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated; provided. For the avoidance of doubt, that with respect if the Testing Party has exercised its option pursuant to the foregoing and any Default or Event of Default occurs following the LCT Test Date (including any new LCT Test Date) for the applicable Limited Condition Transaction and prior to or on the date of the consummation of such Subsequent Transaction that is a Restricted PaymentLimited Condition Transaction, any such ratio Default or basket Event of Default shall also be calculated on a Pro Forma Basis assuming deemed not to have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummatedis permitted under this Indenture.

Limited Condition Transactions. Notwithstanding anything With respect to any Permitted Acquisitions (or Investments similar to those made for Permitted Acquisitions) for which the contrary hereinconsummation of which is not conditioned on the availability of, in connection with any action being taken solely in connection with or on obtaining, third party financing (a “Limited Condition Transaction”), in each case for purposes ofof determining: (a) determining With respect to any Permitted Acquisitions (or Investments similar to those made for Permitted Acquisitions) for which the consummation of which is not conditioned on the availability of, or on obtaining, third party financing (a “Limited Condition Transaction”), in each case for purposes of determining: (i) compliance with any provision of this Agreement (other than pursuant to Section 7.11) or the Loan Documents which requires the calculation of any financial ratio or test, including the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio (other than determining actual compliance (and Interest Coverage Ratio (and, for the avoidance of doubt, not pro forma compliance) with the financial ratios covenants set forth in Section 6.1); (ii) compliance with representations and warranties, or the occurrence and continuation of a Default or Event of Default (other than an Event of Default under Sections 2.14(d7.1(a), (b), (h) and 7.03(vor (i)); or (biii) testing availability under baskets set forth in this AgreementAgreement or the Loan Documents; in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition TransactionTransaction (such election to be set forth in a writing that is delivered to the Administrative Agent), an “LCT LCA Election”), the date of determination of whether any such action is permitted hereunder hereunder, shall be deemed to be the date the definitive acquisition agreements for such Limited Condition Transaction are entered into (or, in respect of any transaction described in clauses (ii) or (ii) 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 consummation of such Limited Condition Transaction)) (the “LCT LCA Test Date”), and if, after giving effect to pro forma adjustments to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most recent Test Period for which financial statements were (or were required to be) delivered pursuant to Section 6.01(a) or (b) ending prior to the LCT LCA Test Date (for income statement purposes) or at the end of such most recent Test Period (for balance sheet purposes)Date, the Borrower would could have been permitted to take taken such action on the relevant LCT LCA Test Date in compliance with such ratio, test ratio or basket, such ratio, test ratio or basket shall be deemed to have been complied withwith (or satisfied). For the avoidance of doubt, if the Borrower has made an LCT LCA Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT LCA Test Date are exceeded as a result of fluctuations in any such ratio, test ratio or basket, basket (including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such target of any Limited Condition Transaction, ) at or prior to the consummation of the relevant transaction or action, such baskets, tests ratios or ratios baskets will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, test ratio or basket availability with respect to the incurrence of Indebtedness on 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 “Subsequent Transaction”) following the relevant LCT LCA Test Date and prior to the earlier of (x) the date on which such Limited Condition Transaction is consummated or (y) 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, test or basket calculation shall be required to be satisfied made on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have had been consummatedconsummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated; provided, that further, that, with respect to incurrence tests for the making of any Restricted Payments any such Subsequent Transaction that is a Restricted Payment, any such ratio or basket calculation shall also be calculated on a Pro Forma Basis made assuming such Limited Condition Transaction and the other transactions to occur in connection therewith (including any incurrence of Indebtedness debt and the use of proceeds thereof) have not been consummated.

Limited Condition Transactions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (a) compliance with any basket, financial ratio or test (including any Consolidated Funded Debt Ratio test or Consolidated Interest Coverage Ratio test), (b) the absence of a Default or an Event of Default, or (c) a determination as to whether the representations and warranties contained in this Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect), in each case in connection with the consummation of a Limited Condition Transaction (other than the making by any action being taken solely in connection Lender or L/C Issuer, as applicable, of any Credit Extension), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower: (A) on the date of the execution of the definitive agreement with a respect to such Limited Condition Transaction, for purposes of:or (B) on the date on which such Limited Condition Transaction is consummated, in either case, after giving effect to the relevant Limited Condition Transaction, on a Pro Forma Basis; and (aii) determining compliance with any provision (A) on the date of this Agreement the declaration or public announcement of such Restricted Payment, or (other than pursuant to Section 7.11B) on the date on which requires the calculation of any financial ratio or testsuch Restricted Payment is made, including the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio and Interest Coverage Ratio (and, for the avoidance of doubt, the financial ratios set forth in Sections 2.14(d) and 7.03(v)); or (b) testing availability under baskets set forth in this Agreement; in each either case, at after giving effect to the option of relevant Restricted Payment, on a Pro Forma Basis; any such date identified in Section 1.08(i)(A) or (ii)(A) above, an “LCT Test Date” provided, that, notwithstanding the Borrower (the Borrower’s election to exercise such option foregoing, in connection with any Limited Condition Transaction, an “LCT Election”), : (1) any condition requiring the date absence of determination a Default or Event of whether any such action is permitted hereunder Default (including the condition set forth in clause (g)(i) of Section 7.02) shall be deemed to satisfied if (x) no Default or Event of Default shall have occurred and 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 (ii) continuing as of the definition applicable LCT Test Date, and (y) no Specified Event of a Limited Condition Transaction, the date of delivery of irrevocable notice, declaration of dividend or similar event (Default shall have occurred and not be continuing at the time of consummation of such Limited Condition Transaction); and (2) (the “LCT Test Date”), and if, after giving effect to the such Limited Condition Transaction and the other transactions related Indebtedness, if any, to be entered into incurred in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred thereof shall be deemed consummated at the beginning of the most 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 Date (until such time as the Limited Condition Transaction is actually consummated or the applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Transaction) for income statement purposes) purposes of determining Pro Forma Compliance with any financial ratio or at the end of such most recent Test Period test (for balance sheet purposes), the Borrower would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, including any Consolidated Funded Debt Ratio test or basketConsolidated Interest Coverage Ratio test, such ratio, test or basket shall be deemed to have been complied withany calculation of the financial covenants set forth in Section 7.11). For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests such ratios or baskets amounts for which compliance was determined or tested as of the LCT Test Date are thereafter exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test ratio or basket, amount (including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition TransactionEBITDA), at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets, tests ratios or ratios amounts will not be deemed to have been exceeded or failed to be complied with as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any 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 “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice, declaration of dividend or similar event for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, fluctuations solely for purposes of determining whether such Subsequent the relevant Limited Condition Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction consummated or taken. It is understood and other transactions agreed that this Section 1.08 shall not limit the conditions set forth in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that Section 4.02 with respect to any such Subsequent Transaction that is proposed Credit Extension, in connection with 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 (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummatedor otherwise.

Limited Condition Transactions. Notwithstanding anything to the contrary herein, in In connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of: (a) determining compliance with any provision of this Agreement (other than pursuant to the financial covenant set forth under Section 7.117.10, the definition of “Applicable Facility Fee Percentage” and the definition of “Applicable Margin”) which that requires the calculation of any financial ratio or test, including the Consolidated First Lien Net Total Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio and Interest Coverage Ratio (and, for the avoidance of doubt, the financial ratios set forth in Sections 2.14(d), 7.02(q), 7.03(g), 7.03(s), 7.06(c), 7.06(f) and 7.03(v7.12(a)(v)); or (b) testing availability under baskets set forth in this AgreementAgreement (including baskets measured as a percentage of Consolidated EBITDA or Total Assets); in each case, at the option of the Borrower Parent (the BorrowerParent’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 (iiiii) of the definition of a Limited Condition Transaction, the date of delivery of irrevocable noticenotice of repayment or prepayment, declaration of dividend or similar event (and not at the time of consummation of such Limited Condition Transaction)) (the “LCT Test Date”), and if, 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 Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most recent Test Period for which financial statements were (or were required to be) delivered pursuant to Section 6.01(a) or (b) ending ended prior to the LCT Test Date (for income statement purposes) or at the end of such most recent Test Period (for balance sheet purposes), the Borrower Parent would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower Parent has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower Consolidated Parties or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Parent has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any 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 “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable noticenotice of repayment or prepayment, 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, test or basket shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; 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 (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Limited Condition Transactions. Notwithstanding anything to the contrary herein, in connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of: (a) determining compliance with any provision of this Agreement (other than pursuant to Section 7.11) which requires the calculation of any financial ratio or test, including the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio and Interest Coverage Ratio (and, for the avoidance of doubt, the financial ratios set forth in Sections 2.14(d) and 7.03(v)); or (b) testing availability under baskets set forth in this Agreement; in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (or, in respect of any transaction described in clauses (ii) or (ii) 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 consummation of such Limited Condition Transaction)) (the “LCT Test Date”), and if, after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most recent Test Period for which financial statements were (or were required to be) delivered pursuant to to Section 6.01(a6.01 (a) or (b) ending prior to the LCT Test Date (for income statement purposes) or at the end of such most recent Test Period (for balance sheet purposes), the Borrower would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any 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 “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice, 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, test or basket shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; 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 (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Limited Condition Transactions. Notwithstanding anything to the contrary herein, in (a) In connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of: (a1) determining compliance with any provision of this Agreement (other than pursuant to Section 7.11) which Indenture that requires the calculation of any financial ratio or test, including the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Fixed Charge Coverage Ratio, Consolidated Total Net Leverage Debt Ratio, Consolidated First Lien Debt Ratio or Consolidated Secured Debt Ratio; (2) determining whether a Default or Event of Default shall have occurred and Interest Coverage Ratio be continuing (and, for the avoidance or any subset of doubt, the financial ratios set forth in Sections 2.14(d) and 7.03(v)Defaults or Events of Default); or (b3) testing availability under baskets set forth in baskets, ratios or financial metrics under this AgreementIndenture (including those measured as a percentage of Consolidated EBITDA, Annualized EBITDA, Fixed Charges or Consolidated Total Assets or by reference to clause (2)(a) of Section 4.07(a)); in each case, at the option of the Borrower Issuer, any of its Restricted Subsidiaries or any successor entity of any of the foregoing (including a third party) (the Borrower’s “Testing Party”, and the election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), with such option to be exercised on or prior to the date of execution of the definitive agreements, submission of notice or the making of a definitive declaration, as applicable, with respect to such Limited Condition Transaction, the date of determination of whether any such action is permitted hereunder under this Indenture, shall be deemed to be (a) the date the definitive agreements for (or, if applicable, a binding offer or launch of a “certain funds” tender offer), notice (which may be conditional) or declaration with respect to such Limited Condition Transaction are entered into (orinto, in provided or made, as applicable, or the date that an Officer’s Certificate is given with respect to the designation of any transaction described in clauses (ii) a Subsidiary as restricted or unrestricted, or (iib) of with respect to sales in connection with an acquisition to which the definition of a Limited Condition TransactionUnited Kingdom City Code on Takeovers and Mergers applies (or similar law or practice in other jurisdictions), the date on which a “Rule 2.7 announcement” of delivery of irrevocable notice, declaration of dividend a firm intent to make an offer or similar event announcement or determination in another jurisdiction subject to laws similar to the United Kingdom City Code on Takeovers and Mergers (and not at the time of consummation of such Limited Condition Transaction)) (as applicable, the “LCT Test Date”)) is made, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any acquisitions, Investments, the incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock, Preferred Stock or Liens and the use of proceeds thereof, Restricted Payments and Asset Sales) on a Pro Forma Basis as if they had occurred at the beginning of the most 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 Date (for income statement purposes) or at the end of such most recent Test Period (for balance sheet purposes)Date, the Borrower would Issuer could have been permitted to take taken such action on the relevant LCT Test Date in compliance with such ratio, test basket or basketfinancial metric, such ratio, test basket or basket financial metric shall be deemed to have been complied with. The Issuer will be deemed to have made an LCT Election with respect to the Mergers as of the Issue Date. (b) For the avoidance of doubt, if the Borrower Testing Party has made an LCT Election and any of the ratios, tests baskets or baskets financial metrics for which compliance was determined or tested as of the LCT Test Date are exceeded or not complied with as a result of fluctuations in any such ratio, test basket or basketfinancial metrics, including due to fluctuations in Fixed Charges, Consolidated Net Income or Annualized EBITDA or Total Assets of the Borrower Issuer, the target company or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such basketsratios, tests baskets or ratios financial metrics will not be deemed to have been exceeded as a result of such fluctuations and such baskets, ratios or financial metrics shall not be tested at the consummation of the Limited Condition Transaction except as contemplated in clause (a) of the immediately succeeding proviso; provided, however, that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Testing Party may elect, in its sole discretion, to re-determine all such baskets, ratios and financial metrics on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date, (b) if any ratios or financial metrics improve or baskets increase as a result of such fluctuations, such improved ratios, financial metrics or baskets may be utilized and (c) Fixed Charges with respect to any Indebtedness expected to be incurred in connection with such Limited Condition Transaction will, for purposes of the Fixed Charge Coverage Ratio, be calculated using an assumed interest rate based on the available documentation therefor, as determined by the Testing Party in good faith (or, if no such documentation is available, using an assumed interest rate as reasonably determined by the Testing Party in good faith). If the Borrower Testing Party has made an LCT Election for any Limited Condition Transaction, then then, in connection with any subsequent calculation of any ratiothe ratios, test baskets or basket availability with respect to the incurrence of Indebtedness financial metrics on 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 “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 agreement, notice or irrevocable notice, declaration of dividend or similar event for such Limited Condition Transaction is abandoned, 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, test basket or basket financial metric shall be required to be satisfied calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated; provided. For the avoidance of doubt, that with respect if the Testing Party has exercised its option pursuant to the foregoing and any Default or Event of Default occurs following the LCT Test Date (including any new LCT Test Date) for the applicable Limited Condition Transaction and prior to or on the date of the consummation of such Subsequent Transaction that is a Restricted PaymentLimited Condition Transaction, any such ratio Default or basket Event of Default shall also be calculated on a Pro Forma Basis assuming deemed not to have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummatedis permitted under this Indenture.