Common use of Limited Conditionality Acquisition Clause in Contracts

Limited Conditionality Acquisition. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio, the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA or total assets or whether a Default or Event of Default has occurred and is continuing or any representations and warranties have been complied with, in each case in connection with a Limited Condition Transaction, the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred and is continuing shall, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into or the date of the declaration or making of such Restricted Payment constituting a Limited Condition Transaction or of the giving of irrevocable (which may be conditional) notice with respect to a repayment, repurchase or redemption of Indebtedness constituting a Limited Condition Transaction, or, as an alternative option with respect to Permitted Acquisitions or investments constituting Limited Condition Transactions, the date of a public announcement of an intention to make an offer in respect of the target of such Permitted Acquisition or investment (the “LCA Test Date”) after giving Pro Forma Effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if such transactions occurred at the beginning of the applicable Test Period, and for the avoidance of doubt, if any of such ratios or other provisions are exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower or such person subject to such Limited Condition Transaction) or other provisions at or prior to the consummation of the relevant Limited Condition Transaction, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder. If the Lead Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio shall be calculated (and tested) 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) had been consummated on the LCA Test Date.

Limited Conditionality Acquisition. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio, the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA or total assets or whether a Default or Event of Default has occurred and is continuing or any representations and warranties have been complied withcontinuing, in each case in connection with a Limited Condition TransactionAcquisition, the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred and is continuing shall, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition TransactionAcquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction Acquisition are entered into or the date of the declaration or making of such Restricted Payment constituting a Limited Condition Transaction or of the giving of irrevocable (which may be conditional) notice with respect to a repayment, repurchase or redemption of Indebtedness constituting a Limited Condition Transaction, or, as an alternative option with respect to Permitted Acquisitions or investments constituting Limited Condition Transactions, the date of a public announcement of an intention to make an offer in respect of the target of such Permitted Acquisition or investment (the “LCA Test Date”) after giving Pro Forma Effect to such Limited Condition Transaction Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if such transactions occurred at the beginning of the applicable Test Period, and for the avoidance of doubt, if any of such ratios or other provisions are exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower or such person subject to such Limited Condition TransactionAcquisition) or other provisions at or prior to the consummation of the relevant Limited Condition TransactionAcquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction Acquisition is permitted hereunder. If the Lead Borrower has made an LCA Election for any Limited Condition TransactionAcquisition, then in connection with any subsequent calculation of any ratio on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition TransactionAcquisition, any such ratio shall be calculated (and tested) on a pro forma basis assuming such Limited Condition Transaction Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) had been consummated on the LCA Test Date.

Limited Conditionality Acquisition. Notwithstanding anything In the event that Toro notifies the Administrative Agent in this Agreement or writing that any Loan Document proposed Acquisition is a Limited Conditionality Acquisition and that Toro wishes to test the contrary, when calculating any applicable ratio, conditions to such Acquisition and the amount or availability of any Indebtedness that is to be used to finance such Acquisition in accordance with this Section 1.10, then the Available Amount following provisions shall apply: (a) any condition to such Acquisition or any other basket based on Consolidated EBITDA or total assets or whether a such Indebtedness that requires that no Default or Event of Default has shall have occurred and is be continuing or any representations and warranties have been complied with, in each case in connection with a Limited Condition Transaction, at the date of determination time of such ratio Acquisition or other provisionsthe incurrence of such Indebtedness, determination of whether any shall, if agreed to by the lenders providing such Indebtedness, be satisfied if (i) no Default or Event of Default has shall have occurred and is be continuing shall, at the option time of the Lead Borrower execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Acquisition and (the Lead Borrower’s election to exercise such option in connection with ii) no Event of Default under any Limited Condition Transaction, an “LCA Election”of Sections 8.01(a), (f) or (g) shall have occurred and be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into or the date of the declaration or making of such Restricted Payment constituting a Limited Condition Transaction or of the giving of irrevocable (which may be conditional) notice with respect to a repayment, repurchase or redemption of Indebtedness constituting a Limited Condition Transaction, or, as an alternative option with respect to Permitted Acquisitions or investments constituting Limited Condition Transactions, the date of a public announcement of an intention to make an offer in respect of the target of such Permitted Acquisition or investment (the “LCA Test Date”) continuing both before and after giving Pro Forma Effect effect to such Limited Condition Transaction Acquisition and the other transactions to be entered into any Indebtedness incurred in connection therewith (including such additional Indebtedness); (b) any condition to such Acquisition and/or such Indebtedness that the representations and warranties in this Agreement and the other Loan Documents shall be true and correct in all material respects at the time of such Acquisition or the incurrence of Indebtedness such Indebtedness, except (x) if a qualifier relating to materiality, Material Adverse Effect or other similar concept applies, such representation or warranty is true and correct in all respects and (y) to the extent that such representations and warranties specifically refer to an earlier date, may, if agreed to by the lenders providing such Indebtedness, be limited by customary “SunGard” or other customary applicable “certain funds” conditionality provisions, so long as all such representations and warranties in this Agreement and the use of proceeds thereof) as if such transactions occurred other Loan Documents are true and correct in all material respects at the beginning time of the applicable Test Periodexecution of the definitive purchase agreement, and for the avoidance of doubt, if any of such ratios merger agreement or other provisions are exceeded as acquisition agreement governing such Acquisition, except (x) if a result qualifier relating to materiality, Material Adverse Effect or other similar concept applies, such representation or warranty is true and correct in all respects and (y) to the extent that such representations and warranties specifically refer to an earlier date; (c) any applicable financial ratio test or condition may, upon the written election of fluctuations in such ratio or amount (including due Toro delivered to fluctuations in Consolidated EBITDA the Administrative Agent prior to the execution of the Borrower or definitive agreement for such person subject Acquisition, be tested either (i) upon the execution of the definitive agreement with respect to such Limited Condition TransactionConditionality Acquisition or (ii) or other provisions at or prior to upon the consummation of the Limited Conditionality Acquisition and related incurrence of Indebtedness, in each case, after giving pro forma effect to the relevant Limited Condition Transaction, Conditionality Acquisition and related incurrence of Indebtedness; provided that the failure to deliver a notice under this Section 1.10(c) prior to the date of execution of the definitive agreement for such ratios and other provisions will not Limited Conditionality Acquisition shall be deemed an election to have been exceeded as a result test the applicable financial ratio under subclause (ii) of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder. If the Lead Borrower this Section 1.10(c); and (d) if Toro has made an LCA Election for election with respect to any Limited Condition TransactionConditionality Acquisition to test an applicable financial ratio test or condition at the time specified in clause (c)(i) of this Section, then in connection with any subsequent calculation of any ratio (other than the financial covenant tested pursuant to Section 7.05) or basket on or following the relevant LCA Test Date date of execution of the definitive agreement with respect to such Limited Conditionality Acquisition and prior to the earlier of (i) the date on which such Limited Condition Transaction Conditionality Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction Conditionality Acquisition is terminated or expires without consummation of such Limited Condition TransactionConditionality Acquisition, any such ratio (other than the financial covenant tested pursuant to Section 7.05) or basket shall be calculated required to be satisfied (and testedx) on a pro forma basis assuming such Limited Condition Transaction Conditionality Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Indebtedness and the use of proceeds thereofIndebtedness) had have been consummated on and (y) assuming such Limited Conditionality Acquisition and other transactions in connection therewith (including the LCA Test Dateincurrence or assumption of Indebtedness) have not been consummated. The foregoing provisions shall apply with similar effect during the pendency of multiple Limited Conditionality Acquisitions such that each of the possible scenarios is separately tested. Notwithstanding anything to the contrary herein, in no event shall there be more than two (2) Limited Conditionality Acquisitions at any time outstanding.

Limited Conditionality Acquisition. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio, the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA or total assets or whether a Default or Event of Default has occurred and is continuing or any representations and warranties have been complied withcontinuing, in each case in connection with a Limited Condition TransactionAcquisition, the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred and is continuing shall, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition TransactionAcquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction Acquisition are entered into or the date of the declaration or making of such Restricted Payment constituting a Limited Condition Transaction or of the giving of irrevocable (which may be conditional) notice with respect to a repayment, repurchase or redemption of Indebtedness constituting a Limited Condition Transaction, or, as an alternative option with respect to Permitted Acquisitions or investments constituting Limited Condition Transactions, the date of a public announcement of an intention to make an offer in respect of the target of such Permitted Acquisition or investment (the “LCA Test Date”) after giving Pro Forma Effect to such Limited Condition Transaction Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if such transactions occurred at the beginning of the applicable Test Period, and for the avoidance of doubt, if any of such ratios or other provisions are exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower or such person subject to such Limited Condition TransactionAcquisition) or other provisions at or prior to the consummation of the relevant Limited Condition TransactionAcquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction Acquisition is permitted hereunder. If the Lead Borrower has made an LCA Election for any Limited Condition TransactionAcquisition, then in connection with any subsequent calculation of any ratio on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition TransactionAcquisition, any such ratio shall be calculated (and tested) on a pro forma basis assuming such Limited Condition Transaction Acquisition and other transactions in connection AMERICAS 123601947 82 therewith (including any incurrence of Indebtedness and the use of proceeds thereof) had been consummated on the LCA Test Date.

Limited Conditionality Acquisition. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when (a) calculating any applicable ratio, the amount or availability of the Available Amount or any other basket based on Consolidated Net Income, Consolidated EBITDA or total assets or whether determining other compliance with this Agreement, in connection with incurrence of Indebtedness for the purposes of financing a Limited Condition Acquisition or making an Investment that is a Limited Condition Acquisition and (b) determining compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred and occurred, is continuing or would result therefrom, to the extent that the incurrence of any representations and warranties have been complied withIndebtedness referred to in clause (a) or the making of any Investment referred to in clause (a) would not be permitted if such Default or Event of Default then exists or would result therefrom, in each case in connection with a Limited Condition TransactionAcquisition, the date of determination of such ratio or other provisions, provisions or determination of whether any Default or Event of Default has occurred and occurred, is continuing or would result therefrom shall, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition TransactionAcquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction Acquisition are entered into or the date of the declaration or making of such Restricted Payment constituting a Limited Condition Transaction or of the giving of irrevocable (which may be conditional) notice with respect to a repayment, repurchase or redemption of Indebtedness constituting a Limited Condition Transaction, or, as an alternative option with respect to Permitted Acquisitions or investments constituting Limited Condition Transactions, the date of a public announcement of an intention to make an offer in respect of the target of such Permitted Acquisition or investment (the “LCA Test Date”) ). If on a pro forma basis after giving Pro Forma Effect effect to such Limited Condition Transaction Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if such Limited Condition Acquisition or other transactions had occurred at the beginning of the applicable most recent LTM Period or Test Period, and as applicable, ending prior to the LCA Test Date for which financial statements of the Borrower have been delivered pursuant to Section 5.01(a), (b) or (c), as applicable, the Borrower could have taken such action on the relevant LCA Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (i) if any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA or other components of the Borrower or such person subject to such Limited Condition Transactionratio) or other provisions at or prior to the consummation of the relevant Limited Condition TransactionAcquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction Acquisition is permitted hereunderhereunder and (ii) such ratios and compliance with such conditions (other than conditions requiring no Event of Default under Section 7.01(a), (b), (h) or (i) and conditions requiring the accuracy of customary “Sungard” representations, in each case, which shall be required to be met upon the consummation of such Limited Condition Acquisition) shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions. If the Lead Borrower has made an LCA Election for any Limited Condition TransactionAcquisition, then in connection with any subsequent calculation of any ratio with respect to any other transactions on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction Acquisition is consummated or the date that the definitive agreement for for, or offer in respect of, such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition TransactionAcquisition, any such ratio shall be calculated (and tested) on a pro forma basis (x) assuming such Limited Condition Transaction Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) had been consummated on the LCA Test Date and (y) assuming such Limited Condition Acquisition and other transactions in connection therewith (excluding any EBITDA and consolidated net income of the target and any incurrence of Indebtedness) had not been consummated on the LCA Test Date. Notwithstanding anything in this Agreement or any Loan Document to the contrary, if the Borrower or its Restricted Subsidiaries (x) incurs Indebtedness, creates Liens, makes asset sales, makes Investments, makes Restricted Payments, designates any Subsidiary as restricted or unrestricted or repays any Indebtedness in connection with any Limited Condition Acquisition under a ratio-based basket and (y) incurs Indebtedness, creates Liens, makes asset sales, Investments or Restricted Payments, designates any Subsidiary as restricted or unrestricted or repays any Indebtedness in connection with such Limited Condition Acquisition under a non-ratio-based basket (which shall occur within five Business Days of the events in clause (x) above), then the applicable ratio will be calculated with respect to any such action under the applicable ratio-based basket without regard to any such action under such non-ratio-based basket made in connection with such Limited Condition Acquisition.

Limited Conditionality Acquisition. Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary (except as otherwise expressly provided in clauses (i) and (iii) of the proviso to the first sentence of Section 2.20(a)), when (a) calculating any applicable ratio, basket, threshold, the amount or availability of the Available Amount or any other basket provision based on Consolidated Net Income or Consolidated EBITDA or total assets or whether determining other compliance with this Agreement (other than determining actual (versus pro forma) compliance with the Financial Performance Covenant), in connection with incurrence of Indebtedness, the creation of Liens, the making of any asset sale, the making of an Investment, the making of a Restricted Payment, or a prepayment or repayment in respect of Junior Financing or the designation of a Subsidiary as restricted or unrestricted (b) determining compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred and occurred, is continuing or would result therefrom, (c) determining compliance with any provision of this Agreement which requires compliance with any representations and warranties have been complied withset forth herein or (d) the satisfaction of all other conditions precedent to the incurrence of Indebtedness, the creation of Liens, the making of any disposition, the making of an Investment, the making of a Restricted Payment, or a prepayment or repayment in respect of Junior Financing or the designation of a Subsidiary as restricted, in each case in connection with a Limited Condition TransactionAcquisition, the date of determination of such ratio ratio, basket, threshold, or other provisions, determination of whether any Default or Event of Default has occurred and occurred, is continuing or would result therefrom (provided that, it shall be a condition of any Limited Condition Acquisition for which an LCA Election has been made, that on the date on which such Limited Condition Acquisition is consummated, no Event of Default pursuant to Sections 7.01(a), (b), (h) or (i) has occurred, is continuing or would result therefrom), determination of compliance with any representations or warranties or the satisfaction of any other conditions shall, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition TransactionAcquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction Acquisition are entered into or the date of the declaration or making of such Restricted Payment constituting a Limited Condition Transaction or of the giving of irrevocable (which may be conditional) notice with respect to a repayment, repurchase or redemption of Indebtedness constituting a Limited Condition Transaction, or, as an alternative option with respect to Permitted Acquisitions or investments constituting Limited Condition Transactions, the date of a public announcement of an intention to make an offer in respect of the target of such Permitted Acquisition or investment (the “LCA Test Date”) ). If on a Pro Forma Basis after giving Pro Forma Effect effect to such Limited Condition Transaction Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) such ratios, baskets, thresholds, and other provisions are calculated as if such Limited Condition Acquisition or other transactions had occurred at the beginning of the applicable most recent Test Period, and for the avoidance of doubt, if any of such ratios or other provisions are exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower or such person subject to such Limited Condition Transaction) or other provisions at Period ending on or prior to the consummation LCA Test Date for which financial statements of the relevant Limited Condition Transaction, such ratios and other provisions will not be deemed Borrower have been (or were required to have been exceeded been) delivered pursuant to Section 5.01(a) or (b), as a result of applicable, the Borrower could have taken such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder. If the Lead Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio action on or following the relevant LCA Test Date and prior to in compliance with the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio shall be calculated (and tested) 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) had been consummated on the LCA Test Date.applicable AMERICAS 107083989

Limited Conditionality Acquisition. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio, the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA or total assets or whether a Default or Event of Default has occurred and is continuing or any representations and warranties have been complied withcontinuing, in each case in connection with a Limited Condition TransactionAcquisition, the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred and is continuing shall, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition TransactionAcquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction Acquisition are entered into or the date of the declaration or making of such Restricted Payment constituting a Limited Condition Transaction or of the giving of irrevocable (which may be conditional) notice with respect to a repayment, repurchase or redemption of Indebtedness constituting a Limited Condition Transaction, or, as an alternative option with respect to Permitted Acquisitions or investments constituting Limited Condition Transactions, the date of a public announcement of an intention to make an offer in respect of the target of such Permitted Acquisition or investment (the “LCA Test Date”) after giving Pro Forma Effect to such Limited Condition Transaction Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if such transactions occurred at the beginning of the applicable Test Period, and for the avoidance of doubt, if any of such ratios or other provisions are exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of AMERICAS 107903477 the Borrower or such person subject to such Limited Condition TransactionAcquisition) or other provisions at or prior to the consummation of the relevant Limited Condition TransactionAcquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction Acquisition is permitted hereunder. If the Lead Borrower has made an LCA Election for any Limited Condition TransactionAcquisition, then in connection with any subsequent calculation of any ratio on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition TransactionAcquisition, any such ratio shall be calculated (and tested) on a pro forma basis assuming such Limited Condition Transaction Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) had been consummated on the LCA Test Date.

Limited Conditionality Acquisition. Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary (except as otherwise expressly provided in clauses (i) and (iii) of the proviso to the first sentence of Section 2.20(a)), when (a) calculating any applicable ratio, basket, threshold, the amount or availability of the Available Amount or any other basket provision based on Consolidated Net Income or Consolidated EBITDA or total assets or whether determining other compliance with this Agreement (other than determining actual (versus pro forma) compliance with the Financial Performance Covenant), in connection with incurrence of Indebtedness, the creation of Liens, the making of any asset sale, the making of an Investment, the making of a Restricted Payment, or a prepayment or repayment in respect of Junior Financing or the designation of a Subsidiary as restricted or unrestricted (b) determining compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred and occurred, is continuing or would result therefrom, (c) determining compliance with any provision of this Agreement which requires compliance with any representations and warranties have been complied withset forth herein or (d) the satisfaction of all other conditions precedent to the incurrence of Indebtedness, the creation of Liens, the making of any disposition, the making of an Investment, the making of a Restricted Payment, or a prepayment or repayment in respect of Junior Financing or the designation of a Subsidiary as restricted, in each case in connection with a Limited Condition TransactionAcquisition, the date of determination of such ratio ratio, basket, threshold, or other provisions, determination of whether any Default or Event of Default has occurred and occurred, is continuing or would result therefrom (provided that, it shall be a condition of any Limited Condition Acquisition for which an LCA Election has been made, that on the date on which such Limited Condition Acquisition is consummated, no Event of Default pursuant to Sections 7.01(a), (b), (h) or (i) has occurred, is continuing or would result therefrom), determination of compliance with any representations or warranties or the satisfaction of any other conditions shall, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition TransactionAcquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction Acquisition are entered into or the date of the declaration or making of such Restricted Payment constituting a Limited Condition Transaction or of the giving of irrevocable (which may be conditional) notice with respect to a repayment, repurchase or redemption of Indebtedness constituting a Limited Condition Transaction, or, as an alternative option with respect to Permitted Acquisitions or investments constituting Limited Condition Transactions, the date of a public announcement of an intention to make an offer in respect of the target of such Permitted Acquisition or investment (the “LCA Test Date”) ). If on a Pro Forma Basis after giving Pro Forma Effect effect to such Limited Condition Transaction Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) such ratios, baskets, thresholds, and other provisions are calculated as if such Limited Condition Acquisition or other transactions had occurred at the beginning of the most recent Test Period ending on or prior to the LCA Test Date for which financial statements of the Borrower have been (or were required to have been) delivered pursuant to Section 5.01(a) or (b), as applicable, the Borrower could have taken such action on the relevant LCA Test Date in compliance with the applicable Test Periodratios, and for baskets, thresholds or other provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (i) if any of such ratios ratios, basket, thresholds, or other provisions are exceeded or breached as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower or such person subject to such Limited Condition Transaction) or other provisions at or prior to the consummation of the relevant Limited Condition Transaction, such ratios and other provisions will not be deemed to have been exceeded as a result components of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder. If the Lead Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio shall be calculated (and tested) 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) had been consummated on the LCA Test Date.ratio),