Common use of Limited Condition Acquisition Clause in Contracts

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, When calculating the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)any basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionIssuers, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements agreement(s) for such Limited Condition Acquisition are is entered into (the “LCA Test Date”), and, compliance with into. Any such ratio, test ratio or basket shall be determined calculated on a pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio, after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Debt Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) as if they occurred had been consummated at the beginning of the most recent Test Period ending applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition; provided that if the Issuers elect to make such determination as of the date of such definitive agreement(s), then (x) if any of such ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such ratio or basket subsequent to such date of determination and at or prior to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with any subsequent calculation consummation of any ratio, test or basket on or following the relevant LCA Test Date Limited Condition Acquisition, such ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted under this Indenture and prior to (y) such ratios or baskets shall not be tested at the earlier time of (i) the date on which consummation of such Limited Condition Acquisition is consummated or (ii) related transactions; provided, further, that if the Issuers elect to have such determinations occur as of the date that of such definitive agreement(s), any such transactions (including any incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) shall be deemed to have occurred as of the date of the definitive agreement agreement(s) and shall be deemed outstanding thereafter for purposes of calculating any ratios or baskets under this Indenture after the date of such Limited Condition Acquisition expires or is terminated without definitive agreement(s) and before the consummation of such Limited Condition Acquisition, any unless such ratio, test definitive agreement(s) is terminated or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and or incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock or such other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have transaction to which pro forma effect is being given does not been consummatedoccur.

Limited Condition Acquisition. For purposes Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) determining compliance with any financial ratio or test (including, without limitation, the including any Total Net Leverage Ratio and the amount available under the Available Amount), test) or (ii) determining compliance with representationsthe absence of a Default or Event of Default (or any type of Default or Event of Default), warrantiesin each case as a condition to the consummation of any Limited Condition Acquisition or incurrence of Indebtedness in connection therewith (including an Incremental Term Loan), defaults the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or events on the basis of default the financial statements as of the last day of the most recently ended fiscal quarter) either (x) the execution of the applicable Limited Condition Acquisition Agreement (such an election under this clause (x), an “LCA Election”) or (iiiy) testing availability under the baskets (including, without limitation, baskets measured as a percentage consummation of total assets)the Limited Condition Acquisition and related incurrence of Indebtedness, in each case, in connection with a after giving effect to the relevant Limited Condition Acquisition permitted under this Agreementand related incurrence of Indebtedness, at on a Pro Forma Basis; provided that notwithstanding the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”)foregoing, the date absence of determination an Event of whether any such action is permitted hereunder Default under Section 7.1(a) and (f) shall be deemed a condition to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect to consummation of any such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as Indebtedness; provided further that if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test event or basket on or following transaction (a “Subsequent Transaction”) occurring after the relevant date of determination with respect to such LCA Test Date and prior to Election but before the earlier consummation or termination of (i) the date on which such Limited Condition Acquisition is consummated in connection with which a financial ratio or (ii) the date that the definitive agreement test must be made on a Pro Forma Basis after giving effect to such Subsequent Transaction, for purposes of determining whether such Limited Condition Acquisition expires financial ratio or is terminated without the consummation of such Limited Condition Acquisitiontest has been complied with under this Agreement, any such ratio, financial ratio or test or basket shall be required to be calculated satisfied on a Pro Forma Basis both (1A) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2B) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes Solely for the purpose of (i) determining compliance with any ratio or test (including, without limitation, measuring the Total Net Leverage Ratio relevant ratios and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitationfor the avoidance of doubt, baskets any basket measured as a percentage of total assetsLTM EBITDA or Consolidated Total Assets and, for the avoidance of doubt including with respect to the incurrence of any Indebtedness (including any Incremental Loans), Liens, the making of any Acquisitions or other Investments, Restricted Payments, prepayments of Indebtedness or asset sales, in each case, in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition) or (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of Default, at the option of the Borrower (the Borrower’s election to exercise such option in each case, in connection with any a Limited Condition Acquisition, a “if the Borrower makes an LCA Election”), the date Applicable Date of determination of Determination in determining whether any such action Limited Condition Acquisition is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning as of the most recent Test Period Applicable Date of Determination, ending prior to the LCA Test DateDate on a Pro Forma Basis, the Borrower could have taken such action on the relevant LCA Test Date in compliance with any such ratio or basket (other than for the purposes of calculating actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 6.11), such ratio or basket shall be deemed to have been complied with. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated and tested on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions pro forma events in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired been terminated. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or been terminated and baskets for which compliance was determined or tested as of LCA Test Date (2including with respect to the incurrence of any Indebtedness) assuming are not satisfied as a result of fluctuations in any such ratio or basket (including due to fluctuations in Consolidated EBITDA calculated on a Pro Forma Basis, including the target of any Limited Condition Acquisition and other transactions in connection therewith (including Acquisition) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been unsatisfied as a result of such fluctuations; however, if any incurrence ratios or baskets improve as a result of Debt and the use of proceeds thereof) have not been consummatedsuch fluctuations, such improved ratios or baskets may be utilized.

Limited Condition Acquisition. For purposes In connection with determining whether any Limited Condition Acquisition is permitted hereunder, for which determination requires the calculation of (i) determining compliance with any financial ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amountother than any calculation of Excess Availability), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as each calculated on a percentage of total assets), in each case, in connection with a Limited Condition Acquisition permitted under this AgreementPro Forma Basis, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements agreement for such Limited Condition Acquisition are is entered into (the “LCA LCT Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to the Limited Condition Acquisition, such Limited Condition Acquisition would have been permitted on the relevant LCT Test Date in compliance with such provision. For the avoidance of doubt, if the Company has made an LCT Election and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) such provisions as if they occurred at the beginning of the most recent LCT Test Period ending Date would have failed to have been satisfied as a result of fluctuations in the applicable financial ratio, at or prior to the LCA Test Dateconsummation of the relevant transaction or action, such provisions will not be deemed to have failed to have been satisfied as a result of such fluctuations. If the Borrower Company has made a LCA Electionan LCT Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test event or basket on or following transaction occurring after the relevant LCA LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Acquisition is terminated, expires or is terminated passes, as applicable, without the consummation of such Limited Condition AcquisitionAcquisition (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving pro forma effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis satisfied both (1i) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have has not been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2ii) on a Pro Forma Basis assuming such Limited Condition Acquisition and any other transactions pro forma events in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes Notwithstanding anything in this Agreement or any Loan Document to the contrary (including in connection with any calculation made on a pro forma basis), when calculating (x) any applicable ratio or test, (y) the amount or availability (including any cap) of the Cumulative Credit or any other basket based on Consolidated EBITDA, Consolidated Total Assets or Consolidated Tangible Net Worth, or (iz) determining other compliance with any ratio or test this Agreement (including, without limitation, including the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining determination of compliance with representationsrepresentations and warranties or with any provision of this Agreement which requires that no Default or Event of Default has occurred, warranties, defaults is continuing or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assetswould result therefrom), in each case, in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such ratio, test, availability (including any cap) or any other basket based on Consolidated EBITDA, Consolidated Total Assets or Consolidated Tangible Net Worth, and determination of compliance with representations and warranties or whether any Default or Event of Default has occurred, is continuing or would result therefrom or compliance with any other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be (A) the date on which (or on the basis of the financial statements for the most recently ended Reference Period at the time of) the definitive agreements for such Limited Condition Acquisition are entered into (including, for the avoidance of doubt, the date of the Kosmos Acquisition Agreement) or (B) the date on which such Limited Condition Acquisition is consummated (the “LCA Test Date”), ) and, compliance with in each case, if, after such ratioratios, test tests, availability (including any cap) or any other basket shall be determined or other provisions are measured on a pro forma basis after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions Specified Transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test applicable Reference Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios, tests, availability (including any caps) and/or any other basket or other provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower elects to use the LCA Test Date as the applicable date of determination in accordance with the foregoing, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) from the LCA Test Date to the consummation of the relevant Limited Condition Acquisition, 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 Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test test, availability (including any cap), basket or basket other provision, or determining other compliance with this Agreement with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or Transaction is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test test, availability (including any cap) or basket or provision shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in In connection with a determining whether any Limited Condition Acquisition is permitted under this Agreementhereunder, for which determination requires the calculation of any financial ratio or test, each calculated on a Pro Forma Basis, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements agreement for such Limited Condition Acquisition are is entered into (the “LCA LCT Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to the Limited Condition Acquisition, such Limited Condition Acquisition would have been permitted on the relevant LCT Test Date in compliance with such provision. For the avoidance of doubt, if the Company has made an LCT Election and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) such provisions as if they occurred at the beginning of the most recent LCT Test Period ending Date would have failed to have been satisfied as a result of fluctuations in the applicable financial ratio, at or prior to the LCA Test Dateconsummation of the relevant transaction or action, such provisions will not be deemed to have failed to have been satisfied as a result of such fluctuations. If the Borrower Company has made a LCA Electionan LCT Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test event or basket on or following transaction occurring after the relevant LCA LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Acquisition is terminated, expires or is terminated passes, as applicable, without the consummation of such Limited Condition AcquisitionAcquisition (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving pro forma effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis satisfied both (1i) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have has not been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2ii) on a Pro Forma Basis assuming such Limited Condition Acquisition and any other transactions pro forma events in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, When calculating the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)any basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionIssuers, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance and such baskets or ratios shall be calculated with such ratio, test or basket shall be determined pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending prior applicable period for purposes of determining the ability to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with consummate any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the Issuer or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is consummated permitted under this Indenture and (y) such baskets or (ii) ratios shall not be tested at the date that the definitive agreement for time of consummation of such Limited Condition Acquisition expires or is terminated without related transactions; provided, further, that if the Issuers elect to have such determinations occur at the time of entry into such definitive agreement, any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, When calculating the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)any basket or ratio under this Indenture, in each case, in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such basket or ratio and of any Default or Event of Default shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionIssuer, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with and such ratio, test baskets or basket ratios shall be determined calculated on a Pro Forma Basis after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test applicable Reference Period ending prior for purposes of determining the ability to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with consummate any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in Consolidated EBITDA of the Issuer or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is consummated permitted hereunder and (y) such baskets or (ii) ratios shall not be tested at the date that the definitive agreement for time of consummation of such Limited Condition Acquisition expires or is terminated without related transactions; provided, further, that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement, any such transactions (including any Incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with any ratio or test (including, without limitationprovision of this Agreement that requires the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio and the amount available under the Available Amount)Ratio, (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets set forth herein (including, without limitation, including baskets measured as a percentage of total assetsLTM EBITDA or Consolidated EBITDA) (including, in each case with respect to the incurrence of debt under an Incremental Facility incurred in connection therewith), in each case, in connection with a Permitted Acquisition or Investment by one or more of Parent and its Restricted Subsidiaries, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such acquisition, a “Limited Condition Acquisition permitted under this AgreementAcquisition”), at the irrevocable option of the Borrower Parent (the BorrowerParent’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action Limited Condition Acquisition is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period test period ending prior to the LCA Test Date, Parent could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with for such Limited Condition Acquisition. For the avoidance of doubt, if Parent has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date (including with respect to the incurrence of any Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Parent has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket (other than maintenance testing of the financial covenant in Section 7.11) on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt debt and the use of proceeds thereof) have been consummated until such time as consummated. Notwithstanding anything to the applicable Limited Condition Acquisition has actually closed or the definitive agreement contrary herein, with respect thereto has expired to any amounts incurred or been terminated transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, pro forma compliance with Section 7.11 hereof, any Consolidated First Lien Net Leverage Ratio test, any Consolidated Senior Secured Net Leverage Ratio test and/or any Consolidated Total Net Leverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and (2) assuming such Limited Condition Acquisition and other transactions agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedwith such substantially concurrent incurrence.

Limited Condition Acquisition. For Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with any ratio provision of this Agreement that requires the calculation of the Fixed Charge Coverage Ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount)Ratio, (ii) determining compliance with representations, warranties, defaults representations and warranties or events the occurrence of default any Default or Event of Default (other than as a condition to the making of any Advance or the issuance of any Letter of Credit) or (iii) testing availability under the baskets set forth herein (including, without limitation, including baskets measured as a percentage of total assetsEBITDA), in each case, in connection with a Permitted Acquisition or another Permitted Investment by one or more of Parent and its Restricted Subsidiaries, in each case the consummation of which is not conditioned on the availability of, or on obtaining, third-party financing (any such acquisition, a “Limited Condition Acquisition permitted under this AgreementAcquisition”), at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action Limited Condition Acquisition is permitted hereunder shall be deemed to be the date that the definitive agreements agreement for such Limited Condition Acquisition are is entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Calculation Period ending prior to the LCA Test Date, Parent or its applicable Restricted Subsidiary could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with for such Limited Condition Acquisition. If For the avoidance of doubt, if Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date (including with respect to the incurrence of any Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If Borrower has made an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket (other than for purposes of calculating compliance with (x) the financial covenant set forth in Section 7 or (y) the Payment Conditions) on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming consummated; provided, that such Limited Condition Acquisition shall be actually consummated within 180 days or the relevant “drop-dead date” (as extended), if shorter, of the relevant LCA Test Date. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and other transactions agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedwith such substantially concurrent incurrence.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, When calculating the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)any basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether such basket or ratio and of any such action is permitted hereunder shall be deemed to Default or Event of Default may, at the option of Parent, be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance and such baskets or ratios shall be calculated with such ratio, test or basket shall be determined pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending prior applicable period for purposes of determining the ability to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with consummate any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of Parent or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is consummated permitted under this Indenture and (y) such baskets or (ii) ratios shall not be tested at the date that the definitive agreement for time of consummation of such Limited Condition Acquisition expires or is terminated without related transactions; provided, however, that (a) if any ratios improve or baskets increase as a result of such fluctuations, such improved ratios or baskets may be utilized and (b) if Parent elects to have such determinations occur at the time of entry into such definitive agreement, any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming unless and until such Limited Condition Acquisition and other transactions has been abandoned, as determined in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedgood faith by Parent.

Limited Condition Acquisition. For purposes purpose of (i) determining compliance measuring the relevant ratios and baskets with respect to the incurrence of any ratio Indebtedness (including any Incremental Facilities) or test (includingLiens or the making of any acquisitions or other Investments, without limitationDividends, Restricted Debt Payments, Asset Sales or other sales or dispositions of assets or fundamental changes or the Total Net Leverage Ratio and the amount available under the Available Amount), designation of any Restricted Subsidiaries or Unrestricted Subsidiaries or (ii) determining compliance with representations, warranties, defaults representations and warranties or events the occurrence of default any Default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage Event of total assets)Default, in each case, in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, at the option of if the Borrower (the Borrower’s election Agent has made an LCA Election with respect to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period test period ending prior to the LCA Test Date, the Borrowers could have taken such action on the relevant LCA Test Date in compliance with such ratio, basket, representation or warranty, such ratio, basket, representation or warranty shall be deemed to have been complied with. If the Borrower Agent has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on (A) a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2B) assuming on a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedtherewith.

Limited Condition Acquisition. For Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with any ratio provision of this Agreement that requires the calculation of the Interest Coverage Ratio, First Lien Net Leverage Ratio, Total Secured Net Leverage Ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount)Ratio, (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets set forth herein (including, without limitation, including baskets measured as a percentage of total assetsConsolidated EBITDA) (including, in each case with respect to the incurrence of debt under an Incremental Facility incurred in connection therewith), in each case, in connection with a Permitted Acquisition or other Investment by one or more of Parent and its Restricted Subsidiaries, in each case whose consummation is not conditioned on the availability of, or on obtaining, third-party financing (any such acquisition, a “Limited Condition Acquisition permitted under this AgreementAcquisition”), at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action Limited Condition Acquisition is permitted hereunder shall be deemed to be the date the definitive agreements agreement for such Limited Condition Acquisition are is entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Calculation Period ending prior to the LCA Test Date, Parent or its applicable Restricted Subsidiary could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with for such Limited Condition Acquisition. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date (including with respect to the incurrence of any Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt debt and the use of proceeds thereof) have been consummated until such time as consummated. Notwithstanding anything to the applicable Limited Condition Acquisition has actually closed or the definitive agreement contrary herein, with respect thereto has expired to any amounts incurred or been terminated transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and (2) assuming such Limited Condition Acquisition and other transactions agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedwith such substantially concurrent incurrence.

Limited Condition Acquisition. For purposes Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the applicable leverage ratios, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of (i) determining compliance with any ratio provision of this Agreement which requires that no Default or test (includingEvent of Default has occurred, without limitation, is continuing or would result therefrom or requiring the Total Net Leverage Ratio accuracy of representations and the amount available under the Available Amount), (iiwarranties) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”)) and if, and, compliance with after such ratio, test ratios and other provisions are measured or basket shall be determined on a Pro Forma Basis after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions Specified Transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with on such date. For the avoidance of doubt, (x) if any of such ratios or baskets are exceeded as a result of fluctuations in Consolidated EBITDA or total assets (including due to fluctuations in Consolidated EBITDA of the Borrower or the target of any Limited Condition Acquisition (other than as a result of any incurrence, disposition or Restricted Payment) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios, baskets 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 Acquisition is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be (x) calculated (and tested) on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2y) also calculated (and tested) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have not been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made and the test set forth in the immediately preceding clause (x)) Consolidated EBITDA, assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Limited Condition Acquisition. For purposes of (i) determining compliance with In the event that the Company notifies the Agent in writing that any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with proposed Acquisition is a Limited Condition Acquisition permitted under and that the Company wishes to test the conditions to such Acquisition and the Indebtedness that is to be used to finance such Acquisition in accordance with this AgreementSection 1.5, at then, so long as agreed to by the option of Agent and the Borrower (the Borrower’s election to exercise lenders providing such option in connection with any Limited Condition Acquisition, a “LCA Election”)Indebtedness, the date of determination of whether following provisions shall apply: (a) any such action is permitted hereunder shall be deemed condition to be the date the definitive agreements for such Limited Condition Acquisition are entered into or such Indebtedness that requires that no Default or Event of Default shall have occurred and be continuing at the time of such Limited Condition Acquisition or the incurrence of such Indebtedness, shall be satisfied if (i) no Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition (the “LCA Test Date”)) and (ii) no 52 110393723.6 0063724-00082 115525625.4 0063724-00082 Event of Default under any of Section 14.1.1, and, compliance with such ratio, test 14.1.8 or basket 14.1.9 shall have occurred and be determined continuing both immediately before and immediately after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into any Indebtedness incurred in connection therewith (including any such additional Indebtedness); (b) any condition to such Limited Condition Acquisition or such Indebtedness that the representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of consummation of such Limited Condition Acquisition or the incurrence of Debt such Indebtedness shall be deemed satisfied if (i) all representations and warranties in this Agreement and the use of proceeds thereofother Loan Documents are true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects) as if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If , or if such representation speaks as of an earlier date, as of such earlier date and (ii) as of the Borrower date of consummation of such Limited Condition Acquisition, (A) the representations and warranties under the relevant definitive agreement governing such Limited Condition Acquisition as are material to the lenders providing such Indebtedness shall be true and correct, but only to the extent that the Company or its applicable Subsidiary has made the right to terminate its obligations under such agreement or otherwise decline to close such Limited Condition Acquisition as a result of a breach of such representations and warranties or the failure of those representations and warranties to be true and correct and (B) the Specified Representations shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects); (c) any financial ratio test or condition to be tested in connection with such Limited Condition Acquisition and the availability of such Indebtedness will be tested as of the LCA ElectionTest Date, then in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a Pro Forma Basis where applicable, and, for the avoidance of doubt, (i) such ratios and baskets shall not be tested at the time of consummation of such Limited Condition Acquisition and (ii) if any of such ratios are exceeded or conditions are not met following the LCA Test Date, but prior to the closing of such Limited Condition Acquisition, as a result of fluctuations in such ratio or amount (including due to fluctuations in EBITDAR of the Company or the Person subject to such Limited Condition Acquisition), at or prior to the consummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded and such conditions will not be deemed unmet as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; (d) except as provided in the next sentence, in connection with any subsequent calculation of any ratio, test ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) and the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereofIndebtedness) have not been consummated.. Notwithstanding the foregoing, any calculation of a ratio in connection with determining the Applicable Margin and determining whether or not the Company is in compliance with the 53 110393723.6 0063724-00082 115525625.4 0063724-00082

Limited Condition Acquisition. For purposes Solely for the purpose of (i) determining compliance with any ratio or test (including, without limitation, measuring the Total Net Leverage Ratio relevant ratios and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitationfor the avoidance of doubt, baskets any basket measured as a percentage of total assetsLTM EBITDA or Consolidated Total Assets and, for the avoidance of doubt including with respect to the incurrence of any Indebtedness (including any Incremental Loans), Liens, the making of any Acquisitions or other Investments, Restricted Payments, prepayments of Indebtedness or asset sales, in each case, in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition) or (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of Default, at the option of the Borrower (the Borrower’s election to exercise such option in each case, in connection with any a Limited Condition Acquisition, a “if the Borrower makes an LCA Election”), the date Applicable Date of determination of Determination in determining whether any such action Limited Condition Acquisition is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning as of the most recent Test Period Applicable Date of Determination, ending prior to the LCA Test DateDate on a Pro Forma Basis, the Borrower could have taken such action on the relevant LCA Test Date in compliance with any such ratio or basket (other than for the purposes of calculating actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 6.11), such ratio or basket shall be deemed to have been complied with. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any #91301181v32 subsequent calculation of any ratio, test ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated and tested on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions pro forma events in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired been terminated. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or been terminated and baskets for which compliance was determined or tested as of LCA Test Date (2including with respect to the incurrence of any Indebtedness) assuming are not satisfied as a result of fluctuations in any such ratio or basket (including due to fluctuations in Consolidated EBITDA calculated on a Pro Forma Basis, including the target of any Limited Condition Acquisition and other transactions in connection therewith (including Acquisition) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been unsatisfied as a result of such fluctuations; however, if any incurrence ratios or baskets improve as a result of Debt and the use of proceeds thereof) have not been consummatedsuch fluctuations, such improved ratios or baskets may be utilized.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, When calculating the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)any basket or ratio under this Senior Secured Notes Indenture, in each case, case in connection with a Limited Condition Acquisition permitted under this Agreement, at and any related transactions (including any Incurrence of Indebtedness and the option use of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”proceeds thereof), the date of determination of whether such basket or ratio and/or absence of any such action is permitted hereunder shall be deemed to Default or Event of Default shall, at the option of BP I and BP II, be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”)into, and, compliance and such baskets or ratios shall be calculated with such ratio, test or basket shall be determined pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition, and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of BP I, BP II or the relevant target company) subsequent to such date of determination and at or prior to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with any subsequent calculation consummation of any ratio, test or basket on or following the relevant LCA Test Date and prior Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the earlier of (i) the date on which such Limited Condition Acquisition is consummated permitted under the Senior Secured Notes Indenture and (y) such baskets or (ii) ratios shall not be tested again at the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated without the time of consummation of such Limited Condition AcquisitionAcquisition or related transactions; provided, however, that if BP I or BP II elects to have such determinations occur at the time of entry into such definitive agreement, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence Incurrence of Debt Indebtedness and the use of proceeds thereof) shall be deemed to have been consummated occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under the Senior Secured Notes Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition unless and until such time as the applicable Limited Condition Acquisition has actually closed been abandoned, as determined by BP I or BP II, as applicable, prior to the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds consummation thereof) have not been consummated.

Limited Condition Acquisition. For purposes Solely for the purpose of (i) determining compliance with any ratio or test (includingmeasuring the relevant ratios and baskets, without limitationLiens, the Total Net Leverage Ratio and the amount available under the Available Amount)making of any Acquisitions or other Investments, (ii) determining compliance with representationsprepayments of Specified Indebtedness, warranties, defaults Restricted Payments or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)Dispositions, in each case, in connection with a Limited Condition Acquisition permitted under this Agreementor (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of Default, at the option of the Borrower (the Borrower’s election to exercise such option in each case, in connection with any a Limited Condition Acquisition, a “if the Borrower makes an LCA Election”), the applicable date of determination of in determining whether any such action Acquisition (or similar investment) is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning as of the most recent Test Period Measurement Period, ending prior to the LCA Test DateDate on a Pro Forma Basis, the Borrowers could have taken such action on the relevant LCA Test Date in compliance with any such ratio or basket (other than for the purposes of calculating actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 7.15), such ratio or basket shall be deemed to have been complied with; . If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or consummated, (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition AcquisitionAcquisition or (iii) 120 days after the relevant LCA Test Date, any such ratio, test ratio or basket shall be required to be calculated and tested on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions pro forma events in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such terminated. The consummation of any Limited Condition Acquisition and other transactions in connection therewith shall be subject to the absence of a Default or Event of Default under Sections 8.1(a) or (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedf).

Limited Condition Acquisition. For purposes Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio, the amount or availability of any basket based on Consolidated EBITDA or Consolidated Total Assets, or determining other compliance with this Agreement (i) determining including the determination of compliance with any ratio provision of this Agreement which requires that no Default or test (includingEvent of Default has occurred, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining is continuing or would result therefrom but excluding determination of compliance with representations, warranties, defaults or events of default or (iiiSection 6.2 in accordance with the terms thereof) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such ratio, the amount or availability of any basket based on Consolidated EBITDA or Consolidated Total Assets, and the determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower Borrowers (the Borrower’s Borrowers’ election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”)) and if, and, compliance with after such ratio, test or basket shall be determined ratios and other provisions are measured on a pro forma basis after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions Specified Transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending four consecutive fiscal quarter period of the Borrowers most recently ended for which financial statements have been delivered pursuant to Section 8.1 prior to the LCA Test Date, the Borrowers could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrowers and their Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, 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 Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has Borrowers have made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or Transaction is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For (a) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with any ratio or test (including, without limitationprovision of this Agreement that requires the calculation of the Consolidated Net Leverage Ratio, the Total Consolidated Net First Lien Leverage Ratio and and/or the amount available under the Available Amount)Consolidated Interest Coverage Ratio, (ii) determining compliance with representations and warranties (other than customary “specified representations” and those representations of the seller or target company (as applicable) included in the acquisition agreement for the relevant Limited Condition Acquisition that are material to the interest of the Lenders and only to the extent that the relevant acquirer has the right to terminate its obligations under such acquisition agreement as a result of such representations (which representations, warrantiesfor the avoidance of doubt, defaults shall be required to be accurate as of the date of the consummation of any Limited Condition Acquisition)), covenants, Defaults or events Events of default Default (other than a Specified Event of Default (the absence of which, for the avoidance of doubt, shall be required on the date of the consummation of any Limited Condition Acquisition)) or (iiiii) testing availability under the baskets set forth herein (including, without limitation, baskets measured as a percentage in each case with respect to the incurrence of total assetsIndebtedness pursuant to Section 2.15), in each case, in connection with a Permitted Acquisition or an Investment made by the Loan Parties, in each case, the consummation of which is not conditioned on the availability of, or on obtaining, third party financing (any such acquisition, a “Limited Condition Acquisition permitted under this AgreementAcquisition”), at the irrevocable written option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action Limited Condition Acquisition is permitted hereunder shall be deemed to be the date the definitive agreements agreement(s) for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratioon a Pro Forma Basis, test or basket shall be determined after giving Pro Forma Effect effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the four fiscal quarter period of the Borrower ending on the most recent Test Period ending prior to fiscal quarter end date for which financial statements have been delivered before the LCA Test Date. If , the Borrower has made a LCA Election, then in connection with any subsequent calculation of any ratio, test or basket could have taken such action on or following the relevant LCA Test Date and prior in compliance with such ratio or basket, such ratio or basket shall be deemed to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement have been complied with for such Limited Condition Acquisition expires or is terminated without the Acquisition; provided that, no LCA Test Date may occur more than 180 days before consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedInvestment.

Limited Condition Acquisition. For Notwithstanding anything to the contrary herein, for purposes of (i) determining compliance with any ratio or test measuring the relevant financial ratios (including, without limitation, including the Total Consolidated Net Leverage Ratio and the amount available Consolidated Secured Net Leverage Ratio and including any calculation in connection with any pro forma calculation of the financial covenant under the Available AmountSection 7.08 or any other financial covenant), the amount of cash or Cash Equivalents (collectively, the “cash amounts”) and baskets measured as a percentage of Consolidated Adjusted EBITDA with respect to the incurrence of any Indebtedness or Liens or the making of any Permitted Acquisition or other similar Investments, Restricted Payment, Dispositions or other sales or dispositions of assets or fundamental changes or the designation of any Restricted Subsidiary as an Unrestricted Subsidiary or (ii) determining compliance with representationsthe representations and warranties other than Specified Representations or the occurrence of any Default or Event of Default other than, warrantiesto the extent set forth in the applicable covenant, defaults an Event of Default under Section 8.01(a) or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assetsSection 8.01(f), in each casethe case of clauses (i) and (ii), in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, at the option of if the Borrower (the Borrower’s election has made an LCA Election with respect to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder (including, in the case of calculating Consolidated Adjusted EBITDA, the reference date for determining which Test Period shall be the most recently ended Test Period for purposes of making such calculation) shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred (with respect to income statement items) at the beginning of of, or (with respect to balance sheet items) on the last day of, the most recent Test Period test period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio, cash amount, basket or representation and warranty, such ratio, cash amount, basket or representation and warranty shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios, cash amount, baskets or representations and warranties for which compliance was determined or tested as of the LCA Test Date would thereafter have failed to have been satisfied as a result of fluctuations in any such ratio, cash amount or basket, including due to fluctuations in Consolidated Adjusted EBITDA or Consolidated Total Assets, at or prior the consummation of the relevant transaction or action, such cash amount, basket, ratios or representations or warranties will not be deemed to have failed to have been satisfied as a result of such fluctuations. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test cash amount or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires, or the date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Acquisition expires or is terminated passes, in each case without the consummation of such Limited Condition Acquisition, any such ratioratio (including the financial covenant under Section 7.08), test such cash amount or basket (x) shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereofthere) have been consummated and (y) with respect to the making of dividends only (and only until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming is terminated), also on a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedtherewith.

Limited Condition Acquisition. For purposes of (i) determining compliance measuring the relevant ratios and baskets with respect to the incurrence of any ratio Indebtedness (including any Incremental Facilities) or test (includingLiens or the making of any acquisitions or other Investments, without limitationRestricted Payments, prepayments of subordinated or junior Indebtedness, Asset Sales or fundamental changes or the Total Net Leverage Ratio and the amount available under the Available Amount), designation of any Restricted Subsidiaries or Unrestricted Subsidiaries or (ii) determining compliance with representations, warranties, defaults representations and warranties or events the occurrence of any default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage Event of total assets)Default, in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder hereunder, shall at Borrower’s option be deemed to be the date the definitive agreements for such Limited Condition Acquisition (which (x) in the case of a takeover offer governed by the City Code shall be the date of the applicable press release made by or on behalf of bidder announcing a firm intention to implement a scheme or arrangement or, as the case may be, make an offer, in each case in accordance with Rule 2.7 of the City Code and (y) in the case of any other public takeover or tender offer shall (at the election of the Borrower) be the date of the applicable offer announcement or the applicable offer document (or any substantially equivalent document in the applicable jurisdiction)) are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period test period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio, basket, representation or warranty, such ratio, basket, representation or warranty shall be deemed to have been complied with. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated and tested both on (A) a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have has been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2B) assuming on a standalone basis without given effect to such Limited Condition Acquisition and the other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedtherewith.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, Notwithstanding anything to the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)contrary herein, in each casethe case of the incurrence of any Indebtedness (other than under any Incremental Facilities, which shall remain subject to the terms of Section 2.20 with respect to the impact, if any, of a Limited Condition Acquisition) or Liens or the making of any Permitted Acquisitions or other permitted Investments or fundamental changes in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, at the option of if the Borrower (the Borrower’s election has made an LCA Election with respect to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”)the relevant ratios and the component amounts thereof (including Consolidated EBITDA, LQA University Segment Revenue, the date of determination of whether First Lien LQA University Segment Revenue Leverage Ratio, Total Net LQA University Segment Revenue Leverage Ratio, LTM Short Course Revenue, First Lien Net Leverage Ratio, Total Net Leverage Ratio, Consolidated Total Funded Indebtedness or Consolidated Interest Expense (in each case)) (but other than any such action is permitted hereunder Financial Covenant under Section 6.08 (other than pro forma compliance with any Financial Covenant as a condition to effecting any transaction)) and baskets shall be deemed to be determined as of the date the definitive agreements for such Limited Condition Acquisition are entered into and effective (and not, for the avoidance of doubt, the date of consummation of any Limited Condition Acquisition) (the “LCA Test Date”), and, compliance with such ratio, test or basket and shall be determined after giving calculated on a Pro Forma Effect to Basis assuming such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at were consummated on such LCA Test Date (but, for the beginning avoidance of the most recent Test Period ending prior doubt, without giving effect to the LCA Test Date. If cash proceeds of any indebtedness incurred to finance such Limited Condition Acquisition for the purposes of cash netting in the determination of any leverage multiples); provided that, (i) if the Borrower has made a an LCA Election, then in connection with any subsequent the calculation of any ratio, test ratio or basket with respect to the incurrence of any other Indebtedness or Liens, or the making of any Permitted Acquisitions or other permitted Investments, Dividends, Restricted Debt Payments, Asset Sales or other sales or dispositions of assets or fundamental changes on or following the relevant applicable LCA Test Date and on prior to the earlier of (ix) the date on which such Limited Condition Acquisition is consummated or (iiy) the date that the definitive agreement (or in the case of a Limited Condition Acquisition that involves some other manner of establishing a binding obligation under local law, such other binding obligation to consummate such transaction) for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisitionor expires, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1I) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2II) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have not been consummated (in which case such ratios or baskets, as applicable, relating to such subsequent transaction shall be required to be satisfied under both the preceding clauses (I) and (II) to be in compliance with the terms of this Agreement) and (ii) no Event of Default shall exist on the LCA Test Date and no Event of Default under Section 8.01(a), (b), (g) or (h) shall exist the date on which such Limited Condition Acquisition is consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, Solely in the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option case of the Borrower (the Borrower’s election to exercise such option in connection with any consummation of a Limited Condition Acquisition, a “if the Borrower has made an LCA Election”), (a) the Senior Secured Leverage Ratio and Leverage Ratio, to the extent required to be tested in connection therewith, shall be calculated on a pro forma basis and tested as of the date of determination execution of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements agreement(s) for such Limited Condition Acquisition are entered into (as if such transaction and other pro forma events in connection therewith were consummated on such date) (such date, the “LCA Test Date”), and, (b) for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such ratioaction, test or basket as applicable, such condition shall be determined deemed satisfied, so long as no Event of Default exists on the LCA Test Date, and immediately after giving Pro Forma Effect to effect to, the consummation of such Limited Condition Acquisition and no Specified Event of Default shall have occurred immediately prior to the consummation of such Limited Condition Acquisition, and (c) for purposes of determining compliance with any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party set forth in this Agreement or in any other Loan Document be true and correct, such condition shall be deemed satisfied, so long as (x) the representations and warranties in this Agreement and the other transactions to be Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier therein) as of the LCA Test Date and (y) the “specified acquisition representations” (or such similar term as customarily defined in the definitive agreements entered into in connection therewith (including any incurrence of Debt with such Limited Condition Acquisitions) and the use Specified Representations (modified solely to the extent necessary to reflect the applicable terms of proceeds thereofsuch Limited Condition Acquisition as set forth in the definitive agreement(s) as if they occurred governing such transaction) are true and correct in all material respects (without duplication of any materiality qualifier therein), at the beginning time of, and immediately after giving effect to, the consummation of the most recent Test Period ending prior to the LCA Test Datesuch Limited Condition Acquisition. If the a Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket in connection with any subsequent Limited Condition Acquisition to be entered into on or following the relevant such LCA Test Date for any such original acquisition and prior to the earlier of (i) the date on which such original Limited Condition Acquisition is consummated or and (ii) the date that the definitive agreement for such original Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both pro forma basis (1x) assuming that such Limited Condition Acquisition and other transactions in connection therewith (has been consummated, including any incurrence of Debt Indebtedness and the use of the proceeds thereofthereof and the Consolidated Adjusted EBITDA and Consolidated Net Income of the target of such Limited Condition Acquisition, and (y) have been consummated until assuming that such time as the applicable original Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated, excluding Consolidated Adjusted EBITDA and Consolidated Net Income of the target and any Indebtedness to be incurred.

Limited Condition Acquisition. For purposes of (i) determining compliance with In the event that the Company notifies the Agent in writing that any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with proposed Acquisition is a Limited Condition Acquisition permitted under and that the Company wishes to test the conditions to such Acquisition and the Indebtedness that is to be used to finance such Acquisition in accordance with this AgreementSection 1.5, at then, so long as agreed to by the option of Agent and the Borrower (the Borrower’s election to exercise lenders providing such option in connection with any Limited Condition Acquisition, a “LCA Election”)Indebtedness, the date of determination of whether following provisions shall apply: (a) any such action is permitted hereunder shall be deemed condition to be the date the definitive agreements for such Limited Condition Acquisition are entered into or such Indebtedness that requires that no Default or Event of Default shall have occurred and be continuing at the time of such Limited Condition Acquisition or the incurrence of such Indebtedness, shall be satisfied if (i) no Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition 50 115525625.4 0063724-00082 agreement governing such Limited Condition Acquisition (the “LCA Test Date”)) and (ii) no Event of Default under any of Section 14.1.1, and, compliance with such ratio, test 14.1.8 or basket 14.1.9 shall have occurred and be determined continuing both immediately before and immediately after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into any Indebtedness incurred in connection therewith (including any such additional Indebtedness); (b) any condition to such Limited Condition Acquisition or such Indebtedness that the representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of consummation of such Limited Condition Acquisition or the incurrence of Debt such Indebtedness shall be deemed satisfied if (i) all representations and warranties in this Agreement and the use of proceeds thereofother Loan Documents are true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects) as if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If , or if such representation speaks as of an earlier date, as of such earlier date and (ii) as of the Borrower date of consummation of such Limited Condition Acquisition, (A) the representations and warranties under the relevant definitive agreement governing such Limited Condition Acquisition as are material to the lenders providing such Indebtedness shall be true and correct, but only to the extent that the Company or its applicable Subsidiary has made the right to terminate its obligations under such agreement or otherwise decline to close such Limited Condition Acquisition as a result of a breach of such representations and warranties or the failure of those representations and warranties to be true and correct and (B) the Specified Representations shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects); (c) any financial ratio test or condition to be tested in connection with such Limited Condition Acquisition and the availability of such Indebtedness will be tested as of the LCA ElectionTest Date, then in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a Pro Forma Basis where applicable, and, for the avoidance of doubt, (i) such ratios and baskets shall not be tested at the time of consummation of such Limited Condition Acquisition and (ii) if any of such ratios are exceeded or conditions are not met following the LCA Test Date, but prior to the closing of such Limited Condition Acquisition, as a result of fluctuations in such ratio or amount (including due to fluctuations in EBITDAR of the Company or the Person subject to such Limited Condition Acquisition), at or prior to the consummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded and such conditions will not be deemed unmet as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; (d) except as provided in the next sentence, in connection with any subsequent calculation of any ratio, test ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) and the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereofIndebtedness) have not been consummated.. Notwithstanding the foregoing, any calculation of a ratio in connection with determining the 51 115525625.4 0063724-00082

Limited Condition Acquisition. For purposes of (i) determining compliance In connection with any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, action being taken in connection with a Limited Condition Acquisition permitted under Acquisition, for purposes of determining compliance with any provision of this AgreementAgreement which requires (i) that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower Parent (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be satisfied so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and no Default or Event of Default under Section 8.1(a), and(f) or (g) exists or would result therefrom on the date any related New Term Loans are advanced or (ii) the calculation of the Net Cash Flow Leverage Ratio and the Cash Interest Coverage Ratio, compliance with in each case, at the option of the Parent, the date of determination of whether any such ratio, test or basket action is permitted hereunder shall be determined deemed to be the LCA Test Date and if, after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period four consecutive fiscal quarters ending prior to the LCA Test DateDate for which consolidated financial statements of the Parent are available, the Parent could have taken such action on the relevant LCA Test Date in compliance with such ratio, such ratio shall be deemed to have been complied with. If the Borrower has made a Parent makes an LCA Election, then in connection with any subsequent calculation of any ratio, test or basket on or availability with respect to any transaction following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be calculated satisfied on a Pro Forma Basis both pro forma basis (1i) assuming that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2ii) assuming that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have not been consummated. For the avoidance of doubt, notwithstanding anything in this Section 4.4 to the contrary, the requirements of Section 6.2 are required to be satisfied in connection with any extensions of credit other than the New Term Loans the proceeds of which are or will be used to finance a Limited Condition Acquisition, it being understood that the only conditions to funding such New Term Loans shall be those set forth in the Incremental Amendment executed and delivered in connection with such New Term Loans. Section 4.5.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, Notwithstanding anything to the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)contrary herein, in each casethe case of the incurrence of any Indebtedness (other than under any Incremental Facilities, which shall remain subject to the terms of Section 2.20 with respect to the impact, if any, of a Limited Condition Acquisition) or Liens or the making of any Permitted Acquisitions or other permitted Investments or fundamental changes in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, at the option of if the Borrower (the Borrower’s election has made an LCA Election with respect to exercise such option in connection with any Limited Condition Acquisition, the relevant ratios and the component amounts thereof (including LQA Revenue, Total Net Leverage Ratio or Consolidated Total Indebtedness (in each case)) (but other than the Financial Covenant under Section 6.08 (other than compliance with the Financial Covenant as a “LCA Election”condition to effecting any transaction), the date of determination of whether any such action is permitted hereunder ) and baskets shall be deemed to be determined as of the date the definitive agreements for such Limited Condition Acquisition are entered into and effective (and not, for the avoidance of doubt, the date of consummation of any Limited Condition Acquisition) (the “LCA Test Date”), and, compliance with such ratio, test or basket and shall be determined after giving calculated on a Pro Forma Effect to Basis assuming such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at were consummated on such LCA Test Date (but, for the beginning avoidance of the most recent Test Period ending prior doubt, without giving effect to the LCA Test Date. If cash proceeds of any indebtedness incurred to finance such Limited Condition Acquisition for the purposes of cash netting in the determination of any leverage multiples); provided that, (i) if the Borrower has made a an LCA Election, then in connection with any subsequent the calculation of any ratio, test ratio or basket with respect to the incurrence of any other Indebtedness or Liens, or the making of any Permitted Acquisitions or other permitted Investments, Dividends, Restricted Debt Payments, Asset Sales or other sales or dispositions of assets or fundamental changes on or following the relevant applicable LCA Test Date and on prior to the earlier of (ix) the date on which such Limited Condition Acquisition is consummated or (iiy) the date that the definitive agreement (or in the case of a Limited Condition Acquisition that involves some other manner of establishing a binding obligation under local law, such other binding obligation to consummate such transaction) for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisitionor expires, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1I) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2II) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have not been consummated (in which case such ratios or baskets, as applicable, relating to such subsequent transaction shall be required to be satisfied under both the preceding clauses (I) and (II) to be in compliance with the terms of this Agreement) and (ii) no Event of Default shall exist on the LCA Test Date and no Event of Default under Section 8.01(a), (b), (g) or (h) shall exist the date on which such Limited Condition Acquisition is consummated.. Section 1.07

Limited Condition Acquisition. For purposes of (i) determining compliance with In the event that the Company notifies the Agent in writing that any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with proposed Acquisition is a Limited Condition Acquisition permitted under and that the Company wishes to test the conditions to such Acquisition and the Indebtedness that is to be used to finance such Acquisition in accordance with this AgreementSection 1.5, at then, so long as agreed to by the option of Agent and the Borrower (the Borrower’s election to exercise lenders providing such option in connection with any Limited Condition Acquisition, a “LCA Election”)Indebtedness, the date of determination of whether following provisions shall apply: (a) (a) any such action is permitted hereunder shall be deemed condition to be the date the definitive agreements for such Limited Condition Acquisition are entered into or such Indebtedness that requires that no Default or Event of Default shall have occurred and be continuing at the time of such Limited Condition Acquisition or the incurrence of such Indebtedness, shall be satisfied if (i) no Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Condition Acquisition (the “LCA Test Date”)) and (ii) no Event of Default under any of Section 14.1.1, and, compliance with such ratio, test 14.1.8 or basket 14.1.9 shall have occurred and be determined continuing both immediately before and immediately after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions to be entered into any Indebtedness incurred in connection therewith (including any such additional Indebtedness); (b) (b) any condition to such Limited Condition Acquisition or such Indebtedness that the representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of consummation of such Limited Condition Acquisition or the incurrence of Debt such Indebtedness shall be deemed satisfied if (i) all representations and warranties in this Agreement and the use of proceeds thereofother Loan Documents are true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects) as if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with any subsequent calculation or if such representation speaks as of any ratioan earlier date, test or basket on or following the relevant LCA Test Date as of such earlier date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) as of the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated without the of consummation of such Limited Condition Acquisition, (A) the representations and warranties under the relevant definitive agreement governing such Limited Condition Acquisition as are material to the lenders providing such Indebtedness shall be true and correct, but only to the extent that the Company or its applicable Subsidiary has the right to terminate its obligations under such agreement or otherwise decline to close such Limited Condition Acquisition as a result of a breach of such representations and warranties or the failure of those representations and warranties to be true and correct and (B) the Specified Representations shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such ratio, representation and warranty shall be true and correct in all respects); (c) (c) any financial ratio test or basket shall be required condition to be calculated tested in connection with such Limited Condition Acquisition and the availability of such Indebtedness will be tested as of the LCA Test Date, in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a Pro Forma Basis both where applicable, and, for the avoidance of doubt, (1i) assuming such ratios and baskets shall not be tested at the time of consummation of such Limited Condition Acquisition and other transactions in connection therewith (including ii) if any incurrence of Debt and such ratios are exceeded or conditions are not met following the use LCA Test Date, but prior to the closing of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions Acquisition, as a result of fluctuations in connection therewith such ratio or amount (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.due 51 13483422v8

Limited Condition Acquisition. For purposes of (i) determining compliance In connection with any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, action being taken in connection with a Limited Condition Acquisition permitted under Acquisition, for purposes of determining compliance with any provision of this AgreementAgreement which requires (i) that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower Parent (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be satisfied so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and no Default or Event of Default under Section 8.1(a), and(f) or (g) exists or would result therefrom on the date any related New Term Loans are advanced or (ii) the calculation of the Net Cash Flow Leverage Ratio and the Cash Interest Coverage Ratio, compliance with in each case, at the option of the Parent, the date of determination of whether any such ratio, test or basket action is permitted hereunder shall be determined deemed to be the LCA Test Date and if, after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period four consecutive fiscal quarters ending prior to the LCA Test DateDate for which consolidated financial statements of the Parent are available, the Parent could have taken such action on the relevant LCA Test Date in compliance with such ratio, such ratio shall be deemed to have been complied with. If the Borrower has made a Parent makes an LCA Election, then in connection with any subsequent calculation of any ratio, test or basket on or availability with respect to any transaction following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.or

Limited Condition Acquisition. For purposes of (i) determining compliance Notwithstanding anything herein to the contrary, with respect to any ratio or test (including, without limitation, the Total Net Leverage Ratio Limited Condition Acquisition and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, any Pro Forma Event to be made in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, at the option Borrowers’ option, any Senior Secured Leverage Ratio, Total Leverage Ratio or Interest Coverage Ratio test or dollar threshold required for consummation of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any Acquisition or such action is permitted hereunder other transaction shall be deemed to determined, and any Default or Event of Default blocker shall be tested, as of the date the definitive agreements acquisition agreement for such Limited Condition Acquisition are is entered into (and calculated as if the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving acquisition and other Pro Forma Effect to such Limited Condition Acquisition and the other transactions to be entered into Events in connection therewith (including any incurrence of Debt and were consummated on such date; provided that if the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If the Borrower has Borrowers have made a LCA Electionsuch an election, then in connection with measuring compliance with Section 2.18 or any subsequent calculation Section of any ratio, test or basket on or Article VI following the relevant LCA Test Date such date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisitionterminated, any such ratioSenior Secured Leverage Ratio, test Total Leverage Ratio or basket Interest Coverage Ratio shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions Pro Forma Events in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until consummated, except that (other than solely with respect to the incurrence test under which such time as Limited Condition Acquisition or other transaction in connection therewith is being made) Consolidated EBITDA, Total Assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the applicable determination of the relevant ratios and baskets if and when such Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedclosed.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available AmountRatio), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance In connection with any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, action being taken in connection with a Limited Condition Acquisition permitted under Acquisition, for purposes of determining compliance with any provision of this AgreementAgreement which requires (i) that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower Parent (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be satisfied so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and no Default or Event of Default under Section 8.1(a), and(f) or (g) exists or would result therefrom on the date any related New Term Loans are advanced or (ii) the calculation of the Net Cash Flow Leverage Ratio and the Cash Interest Coverage Ratio, compliance with in each case, at the option of the Parent, the date of determination of whether any such ratio, test or basket action is permitted hereunder shall be determined deemed to be the LCA Test Date and if, after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period four consecutive fiscal quarters ending prior to the LCA Test DateDate for which consolidated financial statements of the Parent are available, the Parent could have taken such action on the relevant LCA Test Date in compliance with such ratio, such ratio shall be deemed to have been complied with. If the Borrower has made a Parent makes an LCA Election, then in connection with any subsequent calculation of any ratio, test or basket on or availability with respect to any transaction following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.the

Limited Condition Acquisition. For Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with any ratio or test (including, without limitation, provision of this Agreement that requires the Total calculation of the Consolidated First Lien Net Leverage Ratio and the amount available under the Available Amount)Ratio, (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets set forth herein (including, without limitation, including baskets measured as a percentage of total assetsConsolidated EBITDA), in each case, in connection with a Permitted Acquisition or Investment by one or more of the Company and its Restricted Subsidiaries, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such acquisition, a “Limited Condition Acquisition permitted under this AgreementAcquisition”), at the irrevocable option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action Limited Condition Acquisition is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period test period ending prior to the LCA Test Date, the Company could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with for such Limited Condition Acquisition. For the avoidance of doubt, if the Company has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date (including with respect to the incurrence of any Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Company has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with any ratio provision of this Agreement that requires the calculation of the Consolidated First Lien Net Leverage Ratio or test (including, without limitation, the Consolidated Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio and or the amount available under the Available Amount)Interest Coverage Ratio, (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets set forth herein (including, without limitation, including baskets measured as a percentage of total assetsLTM EBITDA or Consolidated EBITDA) (including, in each case with respect to the incurrence of debt under an Incremental Facility incurred in connection therewith), in each case, in connection with a Permitted Acquisition or Investment by one or more of the Borrower and its Restricted Subsidiaries, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such acquisition, a “Limited Condition Acquisition permitted under this AgreementAcquisition”), at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action Limited Condition Acquisition is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period test period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with for such Limited Condition Acquisition. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date (including with respect to the incurrence of any Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket (other than maintenance testing of the financial covenant in Section 7.11) on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt debt and the use of proceeds thereof) have been consummated until such time as consummated. Notwithstanding anything to the applicable Limited Condition Acquisition has actually closed or the definitive agreement contrary herein, with respect thereto has expired to any amounts incurred or been terminated transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, pro forma compliance with Section 7.11 hereof, any Consolidated First Lien Net Leverage Ratio test, any Consolidated Total Net Leverage Ratio test, Consolidated Senior Secured Net Leverage Ratio test and/or any Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and (2) assuming such Limited Condition Acquisition and other transactions agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedwith such substantially concurrent incurrence.

Limited Condition Acquisition. For Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with any ratio provision of this Agreement that requires the calculation of the Consolidated First Lien Net Leverage Ratio or test (including, without limitation, the Consolidated Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio and or the amount available under the Available Amount), Interest Coverage Ratio (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets set forth herein (including, without limitation, including baskets measured as a percentage of total assetsLTM EBITDA or Consolidated EBITDA) (including, in each case with respect to the incurrence of debt under an Incremental Facility incurred in connection therewith), in each case, in connection with a Permitted Acquisition or Investment by one or more of the Borrower and its Restricted Subsidiaries, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such acquisition, a “Limited Condition Acquisition permitted under this AgreementAcquisition”), at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action Limited Condition Acquisition is permitted hereunder hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), andand if, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period test period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with for such Limited Condition Acquisition. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date (including with respect to the incurrence of any Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Acquisition) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket (other than maintenance testing of the financial covenant in Section 7.11) on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1) pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt debt and the use of proceeds thereof) have been consummated until such time as consummated. Notwithstanding anything to the applicable Limited Condition Acquisition has actually closed or the definitive agreement contrary herein, with respect thereto has expired to any amounts incurred or been terminated transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, pro forma compliance with Section 7.11 hereof, any Consolidated First Lien Net Leverage Ratio test, any Consolidated Total Net Leverage Ratio test, Consolidated Senior Secured Net Leverage Ratio test and/or any Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and (2) assuming such Limited Condition Acquisition and other transactions agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummatedwith such substantially concurrent incurrence.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, Notwithstanding anything to the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)contrary herein, in each casethe case of the incurrence of any Indebtedness (other than under any Incremental Facilities, which shall remain subject to the terms of Section 2.20 with respect to the impact, if any, of a Limited Condition Acquisition) or Liens or the making of any Permitted Acquisitions or other permitted Investments or fundamental changes in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, at the option of if the Borrower (the Borrower’s election has made an LCA Election with respect to exercise such option in connection with any Limited Condition Acquisition, the relevant ratios and the component amounts thereof (including LQA Revenue, Total Net Leverage Ratio or Consolidated Total Indebtedness (in each case)) (but other than the Financial Covenant under Section 6.08 (other than compliance with the Financial Covenant as a “LCA Election”condition to effecting any transaction), the date of determination of whether any such action is permitted hereunder ) and baskets shall be deemed to be determined as of the date the definitive agreements for such Limited Condition Acquisition are entered into and effective (and not, for the avoidance of doubt, the date of consummation of any Limited Condition Acquisition) (the “LCA Test Date”), and, compliance with such ratio, test or basket and shall be determined after giving calculated on a Pro Forma Effect to Basis assuming such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at were consummated on such LCA Test Date (but, for the beginning avoidance of the most recent Test Period ending prior doubt, without giving effect to the LCA Test Date. If cash proceeds of any indebtedness incurred to finance such Limited Condition Acquisition for the purposes of cash netting in the determination of any leverage multiples); provided that, (i) if the Borrower has made a an LCA Election, then in connection with any subsequent the calculation of any ratio, test ratio or basket with respect to the incurrence of any other Indebtedness or Liens, or the making of any Permitted Acquisitions or other permitted Investments, Dividends, Restricted Debt Payments, Asset Sales or other sales or dispositions of assets or fundamental changes on or following the relevant applicable LCA Test Date and on prior to the earlier of (ix) the date on which such Limited Condition Acquisition is consummated or (iiy) the date that the definitive agreement (or in the case of a Limited Condition Acquisition that involves some other manner of establishing a binding obligation under local law, such other binding obligation to consummate such transaction) for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisitionor expires, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1I) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2II) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have not been consummated (in which case such ratios or baskets, as applicable, relating to such subsequent transaction shall be required to be satisfied under both the preceding clauses (I) and (II) to be in compliance with the terms of this Agreement) and (ii) no Event of Default shall exist on the LCA Test Date and no Event of Default under Section 8.01(a), (b), (g) or (h) shall exist the date on which such Limited Condition Acquisition is consummated.

Limited Condition Acquisition. For purposes Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the applicable leverage ratios, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of (i) determining compliance with any ratio provision of this Agreement which requires that no Default or test (includingEvent of Default has occurred, without limitation, is continuing or would result therefrom or requiring the Total Net Leverage Ratio accuracy of representations and the amount available under the Available Amount), (iiwarranties) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition permitted under this AgreementAcquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”)) and if, and, compliance with after such ratio, test ratios and other provisions are measured or basket shall be determined on a Pro Forma Basis after giving Pro Forma Effect effect to such Limited Condition Acquisition and the other transactions Specified Transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with on such date. For the avoidance of doubt, (x) if any of such ratios or baskets are exceeded as a result of fluctuations in Consolidated EBITDA or total assets (including due to fluctuations in Consolidated EBITDA of the Borrower or the target) of any Limited Condition Acquisition (other than as a result of any incurrence, disposition or Restricted Payment) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios, baskets 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 Acquisition is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made a an LCA ElectionElection for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio, test ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated or expires without the consummation of such Limited Condition Acquisition, any such ratio, test ratio or basket shall be required to be calculated (and tested) on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, Notwithstanding anything to the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets)contrary herein, in each casethe case of the incurrence of any Indebtedness (other than under any Incremental Facilities, which shall remain subject to the terms of Section 2.20 with respect to the impact, if any, of a Limited Condition Acquisition) or Liens or the making of any Permitted Acquisitions or other permitted Investments or fundamental changes in connection with a Limited Condition Acquisition permitted under this AgreementAcquisition, at the option of if the Borrower (the Borrower’s election has made an LCA Election with respect to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”)the relevant ratios and the component amounts thereof (including Consolidated EBITDA, Annual Recurring Revenue, the date of determination of whether First Lien Annual Recurring Revenue Leverage Ratio, Total Net Annual Recurring Revenue Leverage Ratio, Consolidated Total Funded Indebtedness or Consolidated Interest Expense (in each case)) (but other than any such action is permitted hereunder Financial Covenant under Section 6.08 (other than pro forma compliance with any Financial Covenant as a condition to effecting any transaction)) and baskets shall be deemed to be determined as of the date the definitive agreements for such Limited Condition Acquisition are entered into and effective (and not, for the avoidance of doubt, the date of consummation of any Limited Condition Acquisition) (the “LCA Test Date”), and, compliance with such ratio, test or basket and shall be determined after giving calculated on a Pro Forma Effect to Basis assuming such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) as if they occurred at were consummated on such LCA Test Date (but, for the beginning avoidance of the most recent Test Period ending prior doubt, without giving effect to the LCA Test Date. If cash proceeds of any indebtedness incurred to finance such Limited Condition Acquisition for the purposes of cash netting in the determination of any leverage multiples); provided that, (i) if the Borrower has made a an LCA Election, then in connection with any subsequent the calculation of any ratio, test ratio or basket with respect to the incurrence of any other Indebtedness or Liens, or the making of any Permitted Acquisitions or other permitted Investments, Dividends, Restricted Debt Payments, Asset Sales or other sales or dispositions of assets or fundamental changes on or following the relevant applicable LCA Test Date and on prior to the earlier of (ix) the date on which such Limited Condition Acquisition is consummated or (iiy) the date that the definitive agreement (or in the case of a Limited Condition Acquisition that involves some other manner of establishing a binding obligation under local law, such other binding obligation to consummate such transaction) for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisitionor expires, any such ratio, test ratio or basket shall be required to be calculated on a Pro Forma Basis both (1I) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2II) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt Indebtedness and the use of proceeds thereof) have not been consummated (in which case such ratios or baskets, as applicable, relating to such subsequent transaction shall be required to be satisfied under both the preceding clauses (I) and (II) to be in compliance with the terms of this Agreement) and (ii) no Event of Default shall exist on the LCA Test Date and no Event of Default under Section 8.01(a), (b), (g) or (h) shall exist the date on which such Limited Condition Acquisition is consummated.