Common use of Limited Conditionality Transactions Clause in Contracts

Limited Conditionality Transactions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (a) compliance with any financial ratio or test (including any Total Leverage Ratio test) or basket (including the amount of Consolidated EBITDA), (b) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of any Limited Conditionality Transaction or incurrence of Indebtedness in connection therewith, (c) a determination of the amount of the Available Amount or any other basket based on Consolidated EBITDA or (d) a determination as to whether the representations and warranties contained in Article III or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct, the determination of whether the relevant condition is satisfied may be made, at the election of Holdings (i) in the case of a Permitted Acquisition or other Investment, in each case that is a Limited Conditionality Transaction, upon either (x) the execution of the definitive agreement with respect to such Permitted Acquisition or other Investment or (y) the consummation of such Permitted Acquisition or other Investment and (ii) in the case of any repayment, redemption, repurchase or other discharge of any Indebtedness that is a Limited Conditionality Transaction, upon either (x) delivery of notice with respect to such payment, redemption or repurchase or (y) the making of such payment, redemption or repurchase (the dates referred to in clauses (i)(x) and (ii)(x) above, each a “LCT Test Date”), after giving effect to the relevant Limited Conditionality Transaction and related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, (i) the absence of an Event of Default under clause (a), (b), (h) or (i) of Section 7.01 at the time of closing of the applicable Limited Conditionality Transaction shall be a condition to the consummation of any such Limited Conditionality Transaction and incurrence of any related Indebtedness, (ii) if the proceeds of an Incremental Facility are to be used to finance a Limited Conditionality Transaction, then the condition that the representations and warranties contained in Article III or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, if qualified by materiality or reference to Material Adverse Effect, in all respects) shall be required to be satisfied at the time of closing of the Limited Conditionality Transaction and funding of the Incremental Facility but may be subject to customary “SunGard” or “certain funds” conditionality and the representations and warranties required shall be limited to Specified Representations and such other representations and warranties as may be required by the applicable lenders providing such Incremental Facility and (iii) the Limited Conditionality Transaction and the related Indebtedness to be incurred (and any associated Lien) and the use of proceeds thereof (and the consummation of any Permitted Acquisition or Investment) shall be deemed incurred and/or applied at the LCT Test Date (until such time as the Indebtedness is actually incurred or the applicable definitive agreement is terminated without actually consummating the applicable Limited Conditionality Transaction) and outstanding thereafter for purposes of pro forma compliance (other than with respect to Restricted Payments or repayments of Indebtedness) with any applicable calculation of the Financial Covenant, or the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA, as the case may be (it being understood and agreed that with respect to any such ratio test or basket to be used to effect a Restricted Payment or a repayment of Indebtedness, Holdings shall demonstrate compliance with the applicable test both after giving effect to the applicable Limited Conditionality Transaction and assuming that such transaction had not occurred). For the avoidance of doubt, if any of such ratios or amounts for which compliance was determined or tested as of the LCT Test Date are thereafter exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA), at or prior to the consummation of the relevant Limited Conditionality Transaction, such ratios or amounts will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant Limited Conditionality Transaction is permitted to be consummated or taken.

Limited Conditionality Transactions. Notwithstanding anything to the contrary herein, to the extent that the terms of in this Agreement require (a) compliance with any financial ratio or test (including any Total Leverage Ratio test) or basket (including the amount of Consolidated EBITDA), (b) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of any Limited Conditionality Transaction or incurrence of Indebtedness in connection therewith, (c) a determination of the amount of the Available Amount or any other basket based on Consolidated EBITDA or (d) a determination as to whether the representations and warranties contained in Article III or any other Loan Document, or which are contained Document to the contrary (except as otherwise expressly provided in any document furnished at any time under or clause (d)(ii) of the definition of “Permitted Acquisition” and in connection herewith or therewith, are true and correct, the determination of whether the relevant condition is satisfied may be made, at the election of Holdings clauses (i) in the case of a Permitted Acquisition or other Investment, in each case that is a Limited Conditionality Transaction, upon either (x) the execution of the definitive agreement with respect to such Permitted Acquisition or other Investment or (y) the consummation of such Permitted Acquisition or other Investment and (ii) in of the case proviso to the first sentence of any repayment, redemption, repurchase or other discharge of any Indebtedness that is a Limited Conditionality Transaction, upon either (x) delivery of notice with respect to such payment, redemption or repurchase or (y) the making of such payment, redemption or repurchase (the dates referred to in clauses (i)(x) and (ii)(x) above, each a “LCT Test Date”Section 2.20(a)), after giving effect to the relevant Limited Conditionality Transaction and related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, (i) the absence of an Event of Default under clause when (a), (b), (h) or (i) of Section 7.01 at the time of closing of the applicable Limited Conditionality Transaction shall be a condition to the consummation of any such Limited Conditionality Transaction and incurrence of any related Indebtedness, (ii) if the proceeds of an Incremental Facility are to be used to finance a Limited Conditionality Transaction, then the condition that the representations and warranties contained in Article III or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, if qualified by materiality or reference to Material Adverse Effect, in all respects) shall be required to be satisfied at the time of closing of the Limited Conditionality Transaction and funding of the Incremental Facility but may be subject to customary “SunGard” or “certain funds” conditionality and the representations and warranties required shall be limited to Specified Representations and such other representations and warranties as may be required by the applicable lenders providing such Incremental Facility and (iii) the Limited Conditionality Transaction and the related Indebtedness to be incurred (and any associated Lien) and the use of proceeds thereof (and the consummation of any Permitted Acquisition or Investment) shall be deemed incurred and/or applied at the LCT Test Date (until such time as the Indebtedness is actually incurred or the applicable definitive agreement is terminated without actually consummating the applicable Limited Conditionality Transaction) and outstanding thereafter for purposes of pro forma compliance (other than with respect to Restricted Payments or repayments of Indebtedness) with calculating any applicable calculation of the Financial Covenantratio, or the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA, as Net Income or Consolidated EBITDA or total assets or determining other compliance with this Agreement (other than (x) determining actual (versus pro forma) compliance with the case may be Financial Performance Covenant or (it being understood and agreed that with respect y) determining the ability to any such ratio test or basket to be used to effect make a Restricted Payment or a repayment prepayment, repayment, acquisition, redemption or similar payment on any Junior Financing), in connection with incurrence of Indebtedness, Holdings shall demonstrate the creation of Liens, the making of any asset sale, the making of an Investment 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, is continuing or would result therefrom, (c) determining compliance with any provision of this Agreement which requires compliance with any representations and warranties set forth herein or (d) the 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 or the designation of a Subsidiary as restricted, 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, is continuing or would result therefrom, determination of compliance with any representations or warranties or the satisfaction of any other conditions shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”). If on a pro forma basis after giving 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, but excluding any Restricted Payment or prepayment, repayment, acquisition, redemption or similar payment on any Junior Financing) such ratios and other provisions are calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent Test Period ending on or prior to the LCT 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 Section 5.01(b), as applicable, the Borrower could have taken such action on the relevant LCT Test Date in compliance with the applicable test both after giving effect ratios or other provisions, such provisions shall be deemed to the applicable Limited Conditionality Transaction and assuming that such transaction had not occurred)have been complied with. For the avoidance of doubt, (i) if any of such ratios or amounts for which compliance was determined other provisions are exceeded or tested as of the LCT Test Date are thereafter exceeded breached as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA), EBITDA or other components of such ratio) or other provisions at or prior to the consummation of the relevant Limited Conditionality Condition Transaction, such ratios or amounts and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant Limited Conditionality Condition Transaction is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to be any other Specified Transaction (other than with respect to any Restricted Payment or any prepayment, repayment, acquisition, redemption or similar payment on any Junior Financing) on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or takenthe date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated 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 LCT Test Date.

Limited Conditionality Transactions. Notwithstanding anything to the contrary herein, to the extent that the terms of in this Agreement require (a) compliance with any financial ratio or test (including any Total Leverage Ratio test) or basket (including the amount of Consolidated EBITDA), (b) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of any Limited Conditionality Transaction or incurrence of Indebtedness in connection therewith, (c) a determination of the amount of the Available Amount or any other basket based on Consolidated EBITDA or (d) a determination as to whether the representations and warranties contained in Article III or any other Loan DocumentDocument to the contrary (except as otherwise expressly provided in clause (iv)(y) of the definition of “Permitted Acquisition,” in clauses (A) and (B) of the proviso to the first sentence of Section 2.20(a), or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct, the determination of whether the relevant condition is satisfied may be made, at the election of Holdings clauses (i) in the case of a Permitted Acquisition or other Investment, in each case that is a Limited Conditionality Transaction, upon either (x) the execution of the definitive agreement with respect to such Permitted Acquisition or other Investment or (y) the consummation of such Permitted Acquisition or other Investment and (ii) in the case of any repayment, redemption, repurchase or other discharge of any Indebtedness that is a Limited Conditionality Transaction, upon either (x) delivery of notice with respect to such payment, redemption or repurchase or (y) the making of such payment, redemption or repurchase (the dates referred to in clauses (i)(x) and (ii)(x) above, each a “LCT Test Date”Section 4.03(a)), after giving effect to the relevant Limited Conditionality Transaction and related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, (i) the absence of an Event of Default under clause when (a), (b), (h) or (i) of Section 7.01 at the time of closing of the applicable Limited Conditionality Transaction shall be a condition to the consummation of any such Limited Conditionality Transaction and incurrence of any related Indebtedness, (ii) if the proceeds of an Incremental Facility are to be used to finance a Limited Conditionality Transaction, then the condition that the representations and warranties contained in Article III or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, if qualified by materiality or reference to Material Adverse Effect, in all respects) shall be required to be satisfied at the time of closing of the Limited Conditionality Transaction and funding of the Incremental Facility but may be subject to customary “SunGard” or “certain funds” conditionality and the representations and warranties required shall be limited to Specified Representations and such other representations and warranties as may be required by the applicable lenders providing such Incremental Facility and (iii) the Limited Conditionality Transaction and the related Indebtedness to be incurred (and any associated Lien) and the use of proceeds thereof (and the consummation of any Permitted Acquisition or Investment) shall be deemed incurred and/or applied at the LCT Test Date (until such time as the Indebtedness is actually incurred or the applicable definitive agreement is terminated without actually consummating the applicable Limited Conditionality Transaction) and outstanding thereafter for purposes of pro forma compliance (other than with respect to Restricted Payments or repayments of Indebtedness) with calculating any applicable calculation of the Financial Covenantratio, or the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA, as Net Income or Consolidated EBITDA or total assets or determining other compliance with this Agreement (other than (x) determining actual (versus pro forma) compliance with the case may be Financial Performance Covenant or (it being understood and agreed that with respect y) determining the ability to any such ratio test or basket to be used to effect make a Restricted Payment or a repayment prepayment, repayment, acquisition, redemption or similar payment on any Junior Financing), in connection with incurrence of Indebtedness, Holdings shall demonstrate the creation of Liens, the making of any asset sale, the making of an Investment 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, is continuing or would result therefrom, (c) determining compliance with any provision of this Agreement which requires compliance with any representations and warranties set forth herein or (d) determining whether all other conditions precedent to the incurrence of Indebtedness, the creation of Liens, the making of any disposition, the making of an Investment or the designation of a Subsidiary as restricted are satisfied, 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, is continuing or would result therefrom, determination of compliance with any representations or warranties or the determination of the satisfaction of any other conditions shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”). If on a pro forma basis after giving 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, but excluding any Restricted Payment or prepayment, repayment, acquisition, redemption or similar payment on any Junior Financing) such ratios and other provisions are calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent Test Period ending on or prior to the LCT 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 Section 5.01(b), as applicable, the Borrower could have taken such action on the relevant LCT Test Date in compliance with the applicable test both after giving effect ratios or other provisions, such provisions shall be deemed to the applicable Limited Conditionality Transaction and assuming that such transaction had not occurred)have been complied with. For the avoidance of doubt, (i) if any of such ratios or amounts for which compliance was determined other provisions are exceeded or tested as of the LCT Test Date are thereafter exceeded breached as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA), EBITDA or other components of such ratio) or other provisions at or prior to the consummation of the relevant Limited Conditionality Condition Transaction, such ratios or amounts and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant Limited Conditionality Condition Transaction is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to be any other Specified Transaction (other than with respect to any Restricted Payment or any prepayment, repayment, acquisition, redemption or similar payment on any Junior Financing) on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or takenthe date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated 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 LCT Test Date.

Limited Conditionality Transactions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (a) compliance with any financial ratio or test (including any Total Leverage Ratio test and any Interest Coverage Ratio test) or basket (including the amount of Consolidated EBITDA), (b) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of any Limited Conditionality Transaction or incurrence of Indebtedness in connection therewith, (c) a determination of the amount of the Available Amount or any other basket based on Consolidated EBITDA or (d) a determination as to whether the representations and warranties contained in Article III or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct, the determination of whether the relevant condition is satisfied may be made, at the election of Holdings (i) in the case of a Permitted Acquisition or other Investment, in each case that is a Limited Conditionality Transaction, upon either (x) the execution of the definitive agreement with respect to such Permitted Acquisition or other Investment or (y) the consummation of such Permitted Acquisition or other Investment and (ii) in the case of any repayment, redemption, repurchase or other discharge of any Indebtedness that is a Limited Conditionality Transaction, upon either (x) delivery of notice with respect to such payment, redemption or repurchase or (y) the making of such payment, redemption or repurchase (the dates referred to in clauses (i)(x) and (ii)(x) above, each a “LCT Test Date”), after giving effect to the relevant Limited Conditionality Transaction and related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, (i) the absence of an Event of Default under clause (a), (b), (h) or (i) of Section 7.01 at the time of closing of the applicable Limited Conditionality Transaction shall be a condition to the consummation of any such Limited Conditionality Transaction and incurrence of any related Indebtedness, (ii) if the proceeds of an Incremental Facility are to be used to finance a Limited Conditionality Transaction, then the condition that the representations and warranties contained in Article III or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, if qualified by materiality or reference to Material Adverse Effect, in all respects) shall be required to be satisfied at the time of closing of the Limited Conditionality Transaction and funding of the Incremental Facility but may be subject to customary “SunGard” or “certain funds” conditionality and the representations and warranties required shall be limited to Specified Representations and such other representations and warranties as may be required by the applicable lenders providing such Incremental Facility and (iii) the Limited Conditionality Transaction and the related Indebtedness to be incurred (and any associated Lien) and the use of proceeds thereof (and the consummation of any Permitted Acquisition or Investment) shall be deemed incurred and/or applied at the LCT Test Date (until such time as the Indebtedness is actually incurred or the applicable definitive agreement is terminated without actually consummating the applicable Limited Conditionality Transaction) and outstanding thereafter for purposes of pro forma compliance (other than with respect to Restricted Payments or repayments of Indebtedness) with any applicable calculation of the Financial CovenantCovenants, or the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA, as the case may be (it being understood and agreed that with respect to any such ratio test or basket to be used to effect a Restricted Payment or a repayment of Indebtedness, Holdings shall demonstrate compliance with the applicable test both after giving effect to the applicable Limited Conditionality Transaction and assuming that such transaction had not occurred). For the avoidance of doubt, if any of such ratios or amounts for which compliance was determined or tested as of the LCT Test Date are thereafter exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA), at or prior to the consummation of the relevant Limited Conditionality Transaction, such ratios or amounts will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant Limited Conditionality Transaction is permitted to be consummated or taken.

Limited Conditionality Transactions. Notwithstanding anything to the contrary herein, to the extent that the terms of in this Agreement require (a) compliance with any financial ratio or test (including any Total Leverage Ratio test) or basket (including the amount of Consolidated EBITDA), (b) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of any Limited Conditionality Transaction or incurrence of Indebtedness in connection therewith, (c) a determination of the amount of the Available Amount or any other basket based on Consolidated EBITDA or (d) a determination as to whether the representations and warranties contained in Article III or any other Loan Document, or which are contained Document to the contrary (except as otherwise expressly provided in any document furnished at any time under or in connection herewith or therewith, are true and correct, the determination of whether the relevant condition is satisfied may be made, at the election of Holdings clause (id)(ii) in the case of a Permitted Acquisition or other Investment, in each case that is a Limited Conditionality Transaction, upon either (x) the execution of the definitive agreement with respect to such definition of “Permitted Acquisition or other Investment or (y) the consummation of such Permitted Acquisition or other Investment Acquisition” and (ii) in the case of any repayment, redemption, repurchase or other discharge of any Indebtedness that is a Limited Conditionality Transaction, upon either (x) delivery of notice with respect to such payment, redemption or repurchase or (y) the making of such payment, redemption or repurchase (the dates referred to in clauses (i)(xA) and (ii)(xB) above, each a “LCT Test Date”of the proviso to the first sentence of Section 2.20(a)), after giving effect to the relevant Limited Conditionality Transaction and related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, (i) the absence of an Event of Default under clause when (a), (b), (h) or (i) of Section 7.01 at the time of closing of the applicable Limited Conditionality Transaction shall be a condition to the consummation of any such Limited Conditionality Transaction and incurrence of any related Indebtedness, (ii) if the proceeds of an Incremental Facility are to be used to finance a Limited Conditionality Transaction, then the condition that the representations and warranties contained in Article III or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, if qualified by materiality or reference to Material Adverse Effect, in all respects) shall be required to be satisfied at the time of closing of the Limited Conditionality Transaction and funding of the Incremental Facility but may be subject to customary “SunGard” or “certain funds” conditionality and the representations and warranties required shall be limited to Specified Representations and such other representations and warranties as may be required by the applicable lenders providing such Incremental Facility and (iii) the Limited Conditionality Transaction and the related Indebtedness to be incurred (and any associated Lien) and the use of proceeds thereof (and the consummation of any Permitted Acquisition or Investment) shall be deemed incurred and/or applied at the LCT Test Date (until such time as the Indebtedness is actually incurred or the applicable definitive agreement is terminated without actually consummating the applicable Limited Conditionality Transaction) and outstanding thereafter for purposes of pro forma compliance (other than with respect to Restricted Payments or repayments of Indebtedness) with calculating any applicable calculation of the Financial Covenantratio, or the amount or availability of the Available Amount or any other basket based on Consolidated EBITDANet Income or Consolidated EBITDA or total assets or determining other compliance with this Agreement (other than (x) determining actual (versus pro forma) compliance with the Financial Performance Covenant or (y) determining Excess Cash Flow), as the case may be (it being understood and agreed that in connection with respect to any such ratio test or basket to be used to effect a Restricted Payment or a repayment incurrence of Indebtedness, Holdings shall demonstrate the creation of Liens, the making of any asset sale, the making of an Investment 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 (other than under Section 7.01(a), (b), (h) or (i)) has occurred, is continuing or would result therefrom, (c) determining compliance with any provision of this Agreement which requires compliance with any representations and warranties set forth herein or (d) the 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 or the designation of a Subsidiary as restricted, in each case in connection with such Limited Condition Transaction, the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default (other than under Section 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 Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”). If on a pro forma basis after giving 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) such ratios and other provisions are calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent Test Period ending on or prior to the LCT 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 Section 5.01(b), as applicable, the Borrower could have taken such action on the relevant LCT Test Date in compliance with the applicable test both after giving effect ratios or other provisions, such provisions shall be deemed to the applicable Limited Conditionality Transaction and assuming that such transaction had not occurred)have been complied with. For the avoidance of doubt, (i) if any of such ratios or amounts for which compliance was determined other provisions are exceeded or tested as of the LCT Test Date are thereafter exceeded breached as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA), EBITDA or other components of such ratio) or other provisions at or prior to the consummation of the relevant Limited Conditionality Condition Transaction, such ratios or amounts and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant Limited Conditionality Condition Transaction is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to be consummated any other Specified Transaction (other than with respect to any Restricted Payment or taken.any prepayment, repayment, acquisition, redemption or similar payment on any Junior Financing) on or following the relevant LCT Test Date

Limited Conditionality Transactions. Notwithstanding anything to the contrary herein, to the extent that the terms of in this Agreement require (a) compliance with any financial ratio or test (including any Total Leverage Ratio test) or basket (including the amount of Consolidated EBITDA), (b) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of any Limited Conditionality Transaction or incurrence of Indebtedness in connection therewith, (c) a determination of the amount of the Available Amount or any other basket based on Consolidated EBITDA or (d) a determination as to whether the representations and warranties contained in Article III or any other Loan Document, or which are contained Document to the contrary (except as otherwise expressly provided in any document furnished at any time under or in connection herewith or therewith, are true and correct, the determination of whether the relevant condition is satisfied may be made, at the election of Holdings clause (id)(ii) in the case of a Permitted Acquisition or other Investment, in each case that is a Limited Conditionality Transaction, upon either (x) the execution of the definitive agreement with respect to such definition of “Permitted Acquisition or other Investment or (y) the consummation of such Permitted Acquisition or other Investment Acquisition” and (ii) in the case of any repayment, redemption, repurchase or other discharge of any Indebtedness that is a Limited Conditionality Transaction, upon either (x) delivery of notice with respect to such payment, redemption or repurchase or (y) the making of such payment, redemption or repurchase (the dates referred to in clauses (i)(xA) and (ii)(xB) above, each a “LCT Test Date”of the proviso to the first sentence of Section 2.20(a)), after giving effect to the relevant Limited Conditionality Transaction and related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, (i) the absence of an Event of Default under clause when (a), (b), (h) or (i) of Section 7.01 at the time of closing of the applicable Limited Conditionality Transaction shall be a condition to the consummation of any such Limited Conditionality Transaction and incurrence of any related Indebtedness, (ii) if the proceeds of an Incremental Facility are to be used to finance a Limited Conditionality Transaction, then the condition that the representations and warranties contained in Article III or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, if qualified by materiality or reference to Material Adverse Effect, in all respects) shall be required to be satisfied at the time of closing of the Limited Conditionality Transaction and funding of the Incremental Facility but may be subject to customary “SunGard” or “certain funds” conditionality and the representations and warranties required shall be limited to Specified Representations and such other representations and warranties as may be required by the applicable lenders providing such Incremental Facility and (iii) the Limited Conditionality Transaction and the related Indebtedness to be incurred (and any associated Lien) and the use of proceeds thereof (and the consummation of any Permitted Acquisition or Investment) shall be deemed incurred and/or applied at the LCT Test Date (until such time as the Indebtedness is actually incurred or the applicable definitive agreement is terminated without actually consummating the applicable Limited Conditionality Transaction) and outstanding thereafter for purposes of pro forma compliance (other than with respect to Restricted Payments or repayments of Indebtedness) with calculating any applicable calculation of the Financial Covenantratio, or the amount or availability of the Available Amount or any other basket based on Consolidated EBITDANet Income or Consolidated EBITDA or total assets or determining other compliance with this Agreement (other than (x) determining actual (versus pro forma) compliance with the Financial Performance Covenant or (y) determining Excess Cash Flow), as the case may be (it being understood and agreed that in connection with respect to any such ratio test or basket to be used to effect a Restricted Payment or a repayment incurrence of Indebtedness, Holdings shall demonstrate the creation of Liens, the making of any asset sale, the making of an Investment 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 (other than under Section 7.01(a), (b), (h) or (i)) has occurred, is continuing or would result therefrom, (c) determining compliance with any provision of this Agreement which requires compliance with any representations and warranties set forth herein or (d) the 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 or the designation of a Subsidiary as restricted, in each case in connection with such Limited Condition Transaction, the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default (other than under Section 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 Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”). If on a pro forma basis after giving 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) such ratios and other provisions are calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent Test Period ending on or prior to the LCT 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 Section 5.01(b), as applicable, the Borrower could have taken such action on the relevant LCT Test Date in compliance with the applicable test both after giving effect ratios or other provisions, such provisions shall be deemed to the applicable Limited Conditionality Transaction and assuming that such transaction had not occurred)have been complied with. For the avoidance of doubt, (i) if any of such ratios or amounts for which compliance was determined other provisions are exceeded or tested as of the LCT Test Date are thereafter exceeded breached as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA), EBITDA or other components of such ratio) or other provisions at or prior to the consummation of the relevant Limited Conditionality Condition Transaction, such ratios or amounts and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant Limited Conditionality Condition Transaction is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to be any other Specified Transaction (other than with respect to any Restricted Payment or any prepayment, repayment, acquisition, redemption or similar payment on any Junior Financing) on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or takenthe date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated 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 LCT Test Date.