Common use of Limited Conditionality Clause in Contracts

Limited Conditionality. Notwithstanding anything in this Agreement or any Loan Document to the contrary (but subject to the last sentence of this Section 1.11), when (i) calculating any applicable ratio in connection with incurrence of Debt, the creation of Liens, the making of any Disposition, the making of an Investment, the making of any Restricted Payment or the repayment of Debt or (ii) 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 and/or that representations and warranties be true and correct, in the case of each of clauses (i) and (ii) in connection with a Limited Condition Transaction, the date of determination of such ratio, of whether any Default or Event of Default has occurred, is continuing or would result therefrom and whether the representations and warranties are true and correct shall, at the option of the Company (the Company’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 Debt and the use of proceeds thereof) such ratios and other provisions are calculated as if such Limited Condition Transaction or other transactions had occurred as of the first day of the most recent four fiscal quarter period ending prior to such LCT Test Date for which financial statements were required to be delivered pursuant to Section 7.02(a) or (b) (or, prior to the delivery of any such financials statements, the latest financial statements referred to in Section 6.01(e)), the Company could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with, unless an Event of Default pursuant to Sections 9.01(a), (b) or (f) shall be continuing on the date such Limited Condition Transaction is consummated. 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 (including due to fluctuations in Consolidated EBITDA) 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 and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction, unless on such date an Event of Default pursuant to Sections 9.01(a), (b) or (f) shall be continuing. If the Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Limited Condition Transaction on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated, and 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 Debt and the use of proceeds thereof) have been consummated. Notwithstanding anything in this Agreement or any Loan Document to the contrary, if the Company or its Restricted Subsidiaries (x) incurs Debt, creates Liens, makes Dispositions, makes Investments, makes Restricted Payments, or repays any Debt in connection with any Limited Condition Transaction under a ratio-based basket and (y) incurs Debt, creates Liens, makes Dispositions, makes Investments, makes Restricted Payments, or repays any Debt in connection with such Limited Condition Transaction under a non-ratio-based basket (which shall occur simultaneously with 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 Transaction. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 1.11 shall not apply when determining the amount of Availability under this Agreement or whether the Availability component of the definition of Payment Conditions or Distribution Conditions have been satisfied.

Limited Conditionality. Acquisitions Notwithstanding anything in this Agreement or any Loan Document to the contrary in this Agreement, solely for the purpose of (but subject A) measuring the relevant financial ratios and basket availability with respect to the last sentence of this Section 1.11), when (i) calculating any applicable ratio in connection with incurrence of Debt, the creation of Liens, any Indebtedness (including any Incremental Loans or Incremental Commitments) or Liens or the making of any Disposition, Investments or Dispositions or the making of an Investment, the making designation of any Restricted Payment Subsidiaries or the repayment of Debt Unrestricted Subsidiaries or (iiB) determining compliance with representations and warranties or the occurrence of any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom and/or that representations and warranties be true and correctDefault, in the case of each of clauses (i) and (ii) case, in connection with a Limited Condition TransactionAcquisition, if the Borrower has made an LCA Election with respect to such Limited Condition Acquisition, the date of determination of such ratio, of whether any Default or Event of Default has occurred, such action is continuing or would result therefrom and whether the representations and warranties are true and correct shall, at the option of the Company (the Company’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), permitted hereunder shall be deemed to be the date on which the definitive agreements for such Limited Condition Transaction Acquisition are entered into (the “LCT LCA Test Date”). If , and if, after giving effect on a Pro Forma Basis after giving effect to such the Limited Condition Transaction Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) such ratios and other provisions are calculated as if such Limited Condition Transaction or other transactions they had occurred as of at the first day beginning of the most recent four fiscal quarter period Test Period ending prior to such LCT the LCA Test Date for which financial statements were required to be delivered pursuant to Section 7.02(a) or (b) (or, prior to the delivery of any such financials statementsDate, the latest financial statements referred to in Section 6.01(e)), the Company Borrower could have taken such action on the relevant LCT LCA Test Date in compliance with the applicable ratios such financial ratio, basket, representation or other provisionswarranty, such provisions financial ratio, basket, representation or warranty shall be deemed to have been complied with, unless an Event of Default pursuant to Sections 9.01(a), (b) or (f) shall be continuing on the date such Limited Condition Transaction is consummated. For the avoidance of doubt, (i) if the Borrower has made an LCA Election and any of such financial ratios or other provisions baskets for which compliance was determined or tested as of the LCA Test Date are exceeded or breached as a result of fluctuations in any such financial ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) solely as a result of fluctuations in Consolidated EBITDAEBITDA (as opposed to any incurrence, disposition or Restricted Payment) or other provisions at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such baskets or financial 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 and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction, unless on such date an Event of Default pursuant to Sections 9.01(a), (b) or (f) shall be continuingfluctuations. If the Company Borrower has made an LCT LCA Election for any Limited Condition TransactionAcquisition, then in connection with any subsequent calculation of any financial ratio or basket availability with respect (other than any calculation based on EBITDA or Net Income (in each case, except to the extent calculating any other Limited Condition Transaction financial ratio that is required by this provision to be calculated on a Pro Forma Basis) or Net Tangible Assets) on or following the relevant LCT LCA Test Date and prior to the earlier of (x) the date on which such Limited Condition Transaction Acquisition is consummated or (y) 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 financial ratio or basket availability shall be calculated, calculated (and be required to be satisfied, tested) on a Pro Forma Basis assuming such Limited Condition Transaction Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated. Notwithstanding anything in this Agreement or any Loan Document to consummated until such time as the contrary, if the Company or its Restricted Subsidiaries (x) incurs Debt, creates Liens, makes Dispositions, makes Investments, makes Restricted Payments, or repays any Debt in connection with any applicable Limited Condition Transaction under Acquisition has actually closed or the definitive agreement with respect thereto has been terminated or has expired (provided that, any financial ratio or basket availability required to make any Restricted Payment or payment of Restricted Indebtedness shall be tested on a ratio-based basket Pro Forma Basis as required by this sentence and (y) incurs Debt, creates Liens, makes Dispositions, makes Investments, makes Restricted Payments, or repays any Debt in connection with also on a standalone basis without giving effect to such Limited Condition Transaction under a non-ratio-based basket (which shall occur simultaneously with Acquisition and 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 other transactions in connection with such Limited Condition Transaction. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 1.11 shall not apply when determining the amount of Availability under this Agreement or whether the Availability component of the definition of Payment Conditions or Distribution Conditions have been satisfiedtherewith).

Limited Conditionality. Notwithstanding anything in this Agreement or any Loan Document to the contrary (but subject to the last sentence of this Section 1.11)contrary, when (i) calculating any applicable ratio or basket amount in connection with incurrence of Debt, the creation of Liens, the making of any Disposition, the making of an InvestmentInvestment (including any Asset Acquisition), the making of any Restricted Payment or the repayment of Debt or (ii) 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 and/or that representations and warranties be true and correct, in the case of each of clauses (i) and (ii) in connection with a Limited Condition Transaction, the date of determination of such ratio, of whether any Default or Event of Default has occurred, is continuing or would result therefrom and whether the representations and warranties are true and correct shall, at the option of the Company Borrower (the CompanyBorrower’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 Debt and the use of proceeds thereof) such ratios and other provisions are calculated as if such Limited Condition Transaction or other transactions had occurred as of the first day of the most recent four fiscal quarter period ending prior to such LCT Test Date for which financial statements have been or were required to be delivered pursuant to Section 7.02(a5.01(a) or (b) (or, prior to the delivery of any such financials statements, the latest financial statements referred to in Section 6.01(e)3.04), the Company Borrower could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with, unless an Event of Default pursuant to Sections 9.01(a7.01(a), (b) or (fg) shall be continuing on the date such Limited Condition Transaction is consummated. 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 (including due to fluctuations in Consolidated EBITDA) 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 and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction, unless on such date an Event of Default pursuant to Sections 9.01(a7.01(a), (b) or (fg) shall be continuing. If the Company Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Limited Condition Transaction on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated, and 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 Debt and the use of proceeds thereof) have been consummated. Notwithstanding anything in this Agreement or any Loan Document to the contrary, if the Company Borrower or its Restricted Subsidiaries (x) incurs Debt, creates Liens, makes Dispositions, makes Investments, makes Restricted Payments, or repays any Debt in connection with any Limited Condition Transaction under a ratio-based basket and (y) incurs Debt, creates Liens, makes Dispositions, makes Investments, makes Restricted Payments, or repays any Debt in connection with such Limited Condition Transaction under a non-ratio-based basket (which shall occur simultaneously with 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 Transaction. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 1.11 shall not apply when determining the amount of Availability under this Agreement or whether the Availability component of the definition of Payment Conditions or Distribution Conditions have been satisfied.

Limited Conditionality. Notwithstanding anything in this Agreement or any Loan Document to the contrary herein (but subject to including in connection with any calculation made on a pro forma basis), if the last sentence terms of this Section 1.11), when Agreement require (i) calculating compliance with any applicable financial ratio or financial test (including, Section ‎6.6 hereof, any Leverage Ratio test or any Interest Coverage Ratio test) or any cap expressed as a percentage or multiple of Borrower Cash Flow, (ii) accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of default or event of default) or (iii) compliance with any basket or other condition, as a condition to (1) the consummation of any Limited Conditionality Transaction (including in connection with any acquisition or similar Investment or the assumption or incurrence of Debt, the creation of Liens, the making of any Disposition, the making of an Investment, Indebtedness that is a Limited Conditionality Transaction) or (2) the making of any Restricted Payment solely for purposes of consummating a Limited Conditionality Transaction, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, (A) in the case of any Limited Conditionality Transaction, at the time of (or on the repayment basis of Debt the financial statements for the most recently ended Measurement Period at the time of) either (x) the execution of the definitive agreement with respect to such Limited Conditionality Transaction or (iiy) determining compliance the consummation of such Limited Conditionality Transaction and (B) in the case of any Restricted Payment solely for purposes of consummating a Limited Conditionality Transaction, at the time of (or on the basis of the financial statements for the most recently ended Measurement Period at the time of) (x) the declaration of such related Restricted Payment or (y) the making of such related Restricted Payment, in each case, after giving effect to the relevant Limited Conditionality Transaction or such related Restricted Payment on a pro forma basis (including, in each case, after giving effect to the relevant transaction, any relevant Indebtedness (including the intended use of proceeds thereof) and after giving pro forma effect to other Limited Conditionality Transactions entered into in connection with any provision of this Agreement such Limited Conditionality Transaction for which requires that definitive agreements have been executed, and no Default or Event of Default has occurred, is continuing or would result therefrom and/or that representations and warranties be true and correct, in the case of each of clauses (i) and (ii) in connection with a Limited Condition Transaction, the date of determination of such ratio, of whether any Default or Event of Default has occurred, is continuing or would result therefrom and whether the representations and warranties are true and correct shall, at the option of the Company (the Company’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 Debt and the use of proceeds thereof) such ratios and other provisions are calculated as if such Limited Condition Transaction or other transactions had occurred as of the first day of the most recent four fiscal quarter period ending prior to such LCT Test Date for which financial statements were required to be delivered pursuant to Section 7.02(a) or (b) (or, prior to the delivery of any such financials statements, the latest financial statements referred to in Section 6.01(e)), the Company could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with, unless occurred solely as a result of an Event of Default pursuant to Sections 9.01(aadverse change in such financial ratio or test occurring after the time such election is made (but any subsequent improvement in the applicable financial ratio or test may be utilized by the Borrowers or any Restricted Subsidiary), (b) or (f) shall be continuing on the date such Limited Condition Transaction is consummated. For the avoidance of doubt, if the Borrowers shall have elected the option set forth in clause (ix) if of any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio the preceding clauses (including due to fluctuations in Consolidated EBITDA) 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 and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction, unless on such date an Event of Default pursuant to Sections 9.01(a1), (b2) or (f3) in respect of any transaction, then (X) the Borrower shall be continuing. If permitted to consummate such Limited Conditionality Transaction or such related Restricted Payment even if any applicable test or condition shall cease to be satisfied subsequent to the Company has made an LCT Election for any Limited Condition Transaction, then Borrower’s election of such option and (Y) in connection with any subsequent calculation transaction or event that requires compliance with any financial ratio, financial test, basket or other condition, the accuracy of any ratio a representation or basket availability with respect to any other Limited Condition Transaction on warranty or the absence of a Default or Event of Default following the relevant LCT Test Date date of such election and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or such related Restricted Payment is made or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, the compliance with any such ratio financial ratio, financial test, basket or basket other condition, accuracy of a representation or warranty or the absence of a Default or Event of Default shall be calculated, and be required to be satisfied, calculated or determined on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith or such related Restricted Payment (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated. Notwithstanding anything in this Agreement or any Loan Document to the contrary, if the Company or its Restricted Subsidiaries (x) incurs Debt, creates Liens, makes Dispositions, makes Investments, makes Restricted Payments, or repays any Debt in connection with any Limited Condition Transaction under a ratio-based basket and (y) incurs Debt, creates Liens, makes Dispositions, makes Investments, makes Restricted Payments, or repays any Debt in connection with consummated until such time as such Limited Condition Transaction under a non-ratio-based basket (which shall occur simultaneously with has been consummated or the events in clause (x) above), then the applicable ratio will be calculated definitive agreement with respect thereto has been terminated or expires or such related Restricted Payment (or a determination not to any make 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 Transactionrelated Restricted Payment) has been made. Notwithstanding anything to the contrary in this Agreement, the The provisions of this Section 1.11 1.7 shall also apply in respect of the incurrence of any Incremental Facility. Subject to the preceding sentences in this Section 1.7, for purposes of determining whether any Indebtedness can be incurred pursuant to Section 2.22 or Section 6.1 (including any applicable defined terms), in the event of an incurrence of “revolving” Indebtedness, such Indebtedness shall be measured at the time it is initially established (assuming such revolving facility to be fully drawn) for purposes of determining whether such Indebtedness may be incurred (and not tested for purposes of incurrence at the time of each subsequent drawing). For the avoidance of doubt, the preceding sentence shall not apply when determining act to ignore subsequent drawings of any such revolving facility for purposes of (i) the amount incurrence of Availability under this Agreement or whether the Availability component other Indebtedness hereunder, (ii) calculation of the definition of Payment Conditions Applicable Margin or Distribution Conditions have been satisfiedany fees hereunder or (iii) compliance with Section 6.6.

Limited Conditionality. Notwithstanding anything in this Agreement or any Loan Document to the contrary herein (but subject to including in connection with any calculation made on a pro forma basis), if the last sentence terms of this Section 1.11), when Agreement require (i) calculating compliance with any applicable financial ratio or financial test (including, Section 6.6 hereof, any Leverage Ratio test or any Interest Coverage Ratio test) or any cap expressed as a percentage or multiple of Borrower Cash Flow, (ii) accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of default or event of default) or (iii) compliance with any basket or other condition, as a condition to (1) the consummation of any Limited Conditionality Transaction (including in connection with any acquisition or similar Investment or the assumption or incurrence of Debt, the creation of Liens, the making of any Disposition, the making of an Investment, Indebtedness that is a Limited Conditionality Transaction) or (2) the making of any Restricted Payment solely for purposes of consummating a Limited Conditionality Transaction, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, (A) in the case of any Limited Conditionality Transaction, at the time of (or on the repayment basis of Debt the financial statements for the most recently ended Measurement Period at the time of) either (x) the execution of the definitive agreement with respect to such Limited Conditionality Transaction or (iiy) determining compliance the consummation of such Limited Conditionality Transaction and (B) in the case of any Restricted Payment solely for purposes of consummating a Limited Conditionality Transaction, at the time of (or on the basis of the financial statements for the most recently ended Measurement Period at the time of) (x) the declaration of such related Restricted Payment or (y) the making of such related Restricted Payment, in each case, after giving effect to the relevant Limited Conditionality Transaction or such related Restricted Payment on a pro forma basis (including, in each case, after giving effect to the relevant transaction, any relevant Indebtedness (including the intended use of proceeds thereof) and after giving pro forma effect to other Limited Conditionality Transactions entered into in connection with any provision of this Agreement such Limited Conditionality Transaction for which requires that definitive agreements have been executed, and no Default or Event of Default has occurred, is continuing or would result therefrom and/or that representations and warranties be true and correct, in the case of each of clauses (i) and (ii) in connection with a Limited Condition Transaction, the date of determination of such ratio, of whether any Default or Event of Default has occurred, is continuing or would result therefrom and whether the representations and warranties are true and correct shall, at the option of the Company (the Company’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 Debt and the use of proceeds thereof) such ratios and other provisions are calculated as if such Limited Condition Transaction or other transactions had occurred as of the first day of the most recent four fiscal quarter period ending prior to such LCT Test Date for which financial statements were required to be delivered pursuant to Section 7.02(a) or (b) (or, prior to the delivery of any such financials statements, the latest financial statements referred to in Section 6.01(e)), the Company could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with, unless occurred solely as a result of an Event of Default pursuant to Sections 9.01(aadverse change in such financial ratio or test occurring after the time such election is made (but any subsequent improvement in the applicable financial ratio or test may be utilized by the Borrowers or any Restricted Subsidiary), (b) or (f) shall be continuing on the date such Limited Condition Transaction is consummated. For the avoidance of doubt, if the Borrowers shall have elected the option set forth in clause (ix) if of any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio the preceding clauses (including due to fluctuations in Consolidated EBITDA) 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 and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction, unless on such date an Event of Default pursuant to Sections 9.01(a1), (b2) or (f3) in respect of any transaction, then (X) the Borrower shall be continuing. If permitted to consummate such Limited Conditionality Transaction or such related Restricted Payment even if any applicable test or condition shall cease to be satisfied subsequent to the Company has made an LCT Election for any Limited Condition Transaction, then Borrower’s election of such option and (Y) in connection with any subsequent calculation transaction or event that requires compliance with any financial ratio, financial test, basket or other condition, the accuracy of any ratio a representation or basket availability with respect to any other Limited Condition Transaction on warranty or the absence of a Default or Event of Default following the relevant LCT Test Date date of such election and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or such related Restricted Payment is made or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, the compliance with any such ratio financial ratio, financial test, basket or basket other condition, accuracy of a representation or warranty or the absence of a Default or Event of Default shall be calculated, and be required to be satisfied, calculated or determined on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith or such related Restricted Payment (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated. Notwithstanding anything in this Agreement or any Loan Document to the contrary, if the Company or its Restricted Subsidiaries (x) incurs Debt, creates Liens, makes Dispositions, makes Investments, makes Restricted Payments, or repays any Debt in connection with any Limited Condition Transaction under a ratio-based basket and (y) incurs Debt, creates Liens, makes Dispositions, makes Investments, makes Restricted Payments, or repays any Debt in connection with consummated until such time as such Limited Condition Transaction under a non-ratio-based basket (which shall occur simultaneously with has been consummated or the events in clause (x) above), then the applicable ratio will be calculated definitive agreement with respect thereto has been terminated or expires or such related Restricted Payment (or a determination not to any make 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 Transactionrelated Restricted Payment) has been made. Notwithstanding anything to the contrary in this Agreement, the The provisions of this Section 1.11 1.7 shall not also apply when determining the amount of Availability under this Agreement or whether the Availability component in respect of the definition incurrence of Payment Conditions or Distribution Conditions have been satisfiedany Incremental Facility.

Limited Conditionality. Notwithstanding anything in this Agreement or any Loan Document to the contrary (but subject to the last sentence of this Section 1.11), when (i) calculating any applicable ratio in connection with incurrence of Debt, the creation of Liens, the making of any Disposition, the making of an Investment, the making of any Restricted Payment or the repayment of Debt or (ii) 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 and/or that representations and warranties be true and correct, in the case of each of clauses (i) and (ii) in connection with a Limited Condition Transaction, the date of determination of such ratio, of whether any Default or Event of Default has occurred, is continuing or would result therefrom and whether the representations and warranties are true and correct shall, at the option of the Company (the Company’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 Debt and the use of proceeds thereof) such ratios and other provisions are calculated as if such Limited Condition Transaction or other transactions had occurred as of the first day of the most recent four fiscal quarter period ending prior to such LCT Test Date for which financial statements were required to be delivered pursuant to Section 7.02(a) or (b) (or, prior to the delivery of any such financials statements, the latest financial statements referred to in Section 6.01(e)), the Company could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with, unless an Event of Default pursuant to Sections 9.01(a), (b) or (f) shall be continuing on the date such Limited Condition Transaction is consummated. 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 (including due to fluctuations in Consolidated EBITDA) 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 and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction, unless on such date an Event of Default pursuant to Sections 9.01(a), (b) or (f) shall be continuing. If the Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Limited Condition Transaction on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated, and 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 Debt and the use of proceeds thereof) have been consummated. Notwithstanding anything in this Agreement or any Loan Document to the contrary, if the Company or its Restricted Subsidiaries (x) incurs Debt, creates Liens, makes Dispositions, makes Investments, makes Restricted Payments, or repays any Debt in connection with any Limited Condition Transaction under a ratio-based basket and (y) incurs Debt, creates Liens, makes Dispositions, makes Investments, makes Restricted Payments, or repays any Debt in connection with such Limited Condition Transaction under a non-ratio-based basket (which shall occur simultaneously with 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 Transaction. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 1.11 shall not apply when determining the amount of Availability under this Agreement or whether the Availability component of the definition of Payment Conditions or Distribution Conditions have been satisfied.

Limited Conditionality. Notwithstanding anything in this Agreement or any Loan Document to the contrary (but subject to the last sentence Acquisition For purposes of this Section 1.11), when (i) calculating any applicable ratio in connection with incurrence of Debt, the creation of Liens, the making of any Disposition, the making of an Investment, the making of any Restricted Payment or the repayment of Debt or (ii) determining compliance with any provision of this Agreement which the Term Loan Documents that requires that no Default or Event the calculation of Default has occurreda financial ratio, is continuing or would result therefrom and/or that representations and warranties be true and correct, in the case of each of clauses (i) and (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under baskets set forth in the Term Loan Documents, in each case, in connection with an acquisition by one or more of Borrower and its restricted subsidiaries of any assets, business or person permitted to be acquired under the Term Loan Documents, in each case whose consummation is not expressly conditioned on the availability of, or on obtaining, third party financing (any such acquisition, a “Limited Condition Transaction, the date of determination of such ratio, of whether any Default or Event of Default has occurred, is continuing or would result therefrom and whether the representations and warranties are true and correct shallAcquisition”), at the option of the Company Borrower (the CompanyBorrower’s election to exercise such option in connection with any Limited Condition TransactionAcquisition, an “LCT LCA Election”), the date of determination of whether any such action is permitted shall be deemed to be the date the definitive agreements for such Limited Condition Transaction Acquisition are entered into (the “LCT LCA Test Date”). If on a Pro Forma Basis , and if, after giving pro forma effect to such the Limited Condition Transaction Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) such ratios and other provisions are calculated as if such Limited Condition Transaction or other transactions they had occurred as of at the first day beginning of the most recent four fiscal quarter test period ending prior to such LCT the LCA Test Date for which financial statements were required to be delivered pursuant to Section 7.02(a) or (b) (or, prior to the delivery of any such financials statementsDate, the latest financial statements referred to in Section 6.01(e)), the Company Borrower could have taken such action on the relevant LCT LCA Test Date in compliance with the applicable ratios such financial ratio or other provisionsbasket, representation, warranty, default or event of default, such provisions financial ratio or basket, representation, warranty, default or event of default shall be deemed to have been complied with, unless an Event of Default pursuant to Sections 9.01(a), (b) or (f) shall be continuing on the date such Limited Condition Transaction is consummated. For the avoidance of doubt, (i) if the Borrower has made an LCA Election and any of such the financial ratios or other provisions baskets for which compliance was determined or tested as of the LCA Test Date are exceeded or breached as a result of fluctuations in any such financial ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) solely as a result of fluctuations in Consolidated EBITDAEBITDA (as opposed to any incurrence, disposition or restricted payment) or other provisions at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such baskets or financial 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 and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction, unless on such date an Event of Default pursuant to Sections 9.01(a), (b) or (f) shall be continuingfluctuations. If the Company Borrower has made an LCT LCA Election for any Limited Condition TransactionAcquisition, then in connection with any subsequent calculation of any financial ratio or basket availability with respect to any other Limited Condition Transaction on or following such date of the relevant LCT Test Date execution of the definitive agreement and prior to the earlier of the date on which such Limited Condition Transaction acquisition is consummated or the date that the such definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transactionacquisition, any such financial ratio or basket shall be calculated, calculated (and be required to be satisfied, tested) on a Pro Forma Basis pro forma basis assuming that such Limited Condition Transaction Acquisition has been consummated and other transactions in connection therewith also calculated (including any incurrence of Debt and the use of proceeds thereoftested) have been consummated. Notwithstanding anything in this Agreement or any Loan Document to the contrary, if the Company or its Restricted Subsidiaries (x) incurs Debt, creates Liens, makes Dispositions, makes Investments, makes Restricted Payments, or repays any Debt in connection with any Limited Condition Transaction under on a ratio-based basket and (y) incurs Debt, creates Liens, makes Dispositions, makes Investments, makes Restricted Payments, or repays any Debt in connection with pro forma basis assuming that such Limited Condition Transaction under a non-ratio-based basket Acquisition has not been consummated, except that (which shall occur simultaneously with the events in clause (x) above), then the applicable ratio will be calculated other than solely with respect to any such action the determinations described in the first paragraph under the applicable ratio-based basket without regard heading “Limited Condition Acquisition”) Consolidated EBITDA (except to the extent calculating any such action under such non-ratio-based basket made in connection with financial ratio that is required by this provision to be calculated on a pro forma basis), assets and consolidated net income of any target of such Limited Condition Transaction. Notwithstanding anything to Acquisition can only be used in the contrary in this Agreement, the provisions of this Section 1.11 shall not apply when determining the amount of Availability under this Agreement or whether the Availability component determination of the definition of Payment Conditions or Distribution Conditions have been satisfiedrelevant ratios and baskets if and when such acquisition has closed.