Common use of Limited Condition Acquisitions Clause in Contracts

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and 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 (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event the calculation of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such any financial ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallmetric, at the option of the Borrower (and, if the Borrower elects to exercise such option, such option shall be exercised on or prior to the date on which the definitive agreement for such Limited Condition Acquisition is executed) (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), then notwithstanding anything else to the contrary contained in this Agreement, 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, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending most recent period of four fiscal quarters then ended prior to the LCA Test DateDate for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness, the grant of Liens, or the making of Investments, Restricted Payments, Dispositions, mergers and consolidations or other transfer of all or substantially all of the assets of any other Specified Transaction Group Member on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming both that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and have not been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, occurred and is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction transaction undertaken in connection with the consummation of a Limited Condition AcquisitionAcquisition (other than any extension of credit under any Revolving Commitments), the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom and whether any representations or warranties are true and correct (other applicable covenant shallthan the Specified Representations), at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending four consecutive Fiscal Quarter period for which financial statements have been delivered pursuant to Section 7.01(a) or (b) 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 ratios and provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its SubsidiariesBorrower) 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 Transactionsspecified transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition (other than for purposes of determining whether an Event of Default has occurred under Section 8.11) is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated (1) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated and (2) on a Pro Forma Basis but without giving effect to such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and use of proceeds thereof).

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, occurred and is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction transaction undertaken in connection with the consummation of a Limited Condition AcquisitionAcquisition (other than the establishment of Incremental Revolving Commitments and any extension of credit under the Revolving Commitments, Extended Revolving Commitments, Incremental Revolving Commitments or Replacement Revolving Credit Commitments), the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default (other than an Event of Default under Section 7.01(a), (b), (h) or (i)) has occurred, is continuing or would result therefrom and whether any representations or warranties are true and correct (other applicable covenant shallthan the Specified Representations), at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its SubsidiariesBorrower) 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 Transactionsspecified transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition (other than for purposes of determining whether an Event of Default has occurred under Section 6.10) is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on (1) a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated and (2) on a Pro Forma Basis but without giving effect to such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and use of proceeds thereof).

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, occurred and is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom and whether any representations or warranties are true and correct (other applicable covenant shallthan the Specified Representations), at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending four consecutive Fiscal Quarter period for which financial statements have been delivered pursuant to Section 7.01(a) or (b) 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 ratios and provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its SubsidiariesBorrower) 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 Transactionsspecified transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition (other than for purposes of determining whether an Event of Default has occurred under Section 8.11) is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated (1) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated and (2) on a Pro Forma Basis but without giving effect to such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and use of proceeds thereof).

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio ratio, the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio ratio, the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA or total assets, and 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 (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant required to be tested in connection with such Limited Condition Acquisition shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis pro forma basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into transactions consummated in connection therewith (including including, without limitation, any related Investment, Restricted Payment, Asset Sale or incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio or other applicable Test Period provision 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 ratios and provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, after a LCA Election is made, (x) if any of such ratios or provisions are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its SubsidiariesBorrower) 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 TransactionsAcquisition. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 6.13, the definition of Applicable Rate and the definition of Required Percentage) or basket availability with respect to any other Specified Transaction transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on both (x) a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (y) on a stand-alone basis without assuming such Limited Condition Acquisition and other transactions in connection therewith have been consummated; provided, that (other than solely with respect to the incurrence tests under which such Limited Condition Acquisition is being made) 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 Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary herein, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement for purposes of (i) measuring the relevant ratios (including the determination First Lien Net Leverage Ratio (including, without limitation, for purposes of determining pro forma compliance with the Financial Covenant as a condition to effecting any provision such transaction), the Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio) and baskets (including baskets measured as a percentage of this Agreement which requires that no EBITDA or Consolidated Total Assets) with respect to the incurrence of any Indebtedness or Liens or the making of any Permitted Acquisitions or other similar investments, or (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default has occurredDefault, is continuing or would result therefromin the case of clauses (i) and (ii), but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection Limited Condition Acquisition, if the Borrower has made an LCT Election with the consummation of a respect to such Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event such action is permitted hereunder (including, in the case of Default has occurredcalculating EBITDA, is continuing or would result therefrom or other applicable covenant shall, at the option reference date for determining which Reference Period shall be the most recently ended Reference Period for purposes of the Borrower (the Borrower’s election to exercise making such option in connection with any Limited Condition Acquisition, an “LCA Election”), calculation) shall be deemed to be the date the definitive agreements for (or in the case of an Limited Condition Acquisition that involves some other manner of establishing a binding obligation under local law, such other binding obligations to consummate) such Limited Condition Acquisition are entered into (the “LCA LCT Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness 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 applicable Test last day of, the most recent Reference Period ending prior to the LCA LCT Test Date, the Borrower Loan Parties could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios ratio, basket, representation and provisionswarranty, or Event of Default “blocker” such provisions ratio, basket, or representation and warranty or Event of Default “blocker” shall be deemed to have been complied with; provided that with (and no Default or Event of Default shall be deemed to have arisen thereafter with respect to such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Datefrom any such failure to comply with such ratio, basket, or representation and warranty). For the avoidance of doubt, (x) if the Borrower has made an LCT Election and any of such ratios are exceeded the ratios, baskets, Default or Event of Default “blockers” or representations and warranties for which compliance was determined or tested as of the LCT Test Date would thereafter have failed to have been satisfied as a result of fluctuations in any such ratio (or basket, including due to fluctuations in EBITDA, Unrestricted Cash and Cash Equivalents, Total Funded Indebtedness or Consolidated EBITDA of the Borrower and its Subsidiaries) Total Assets or otherwise, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such baskets, ratios or representations and other provisions warranties will not be deemed to have failed to have been exceeded satisfied 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 Transactionsotherwise. If the Borrower has made an LCA LCT Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following 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 for (or in the case of an Limited Condition Acquisition that involves some other manner of establishing a binding obligation under local law, such other binding obligations to consummate) such Limited Condition Transaction Acquisition is terminated or expires expires, in each case without consummation of such Limited Condition Acquisition, any such ratio (other than the Financial Covenant) or basket shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. Notwithstanding the foregoing provisions of this paragraph or any other provision of this Agreement, any unfunded commitments outstanding at any time in respect of any individual Incremental Term Loan Facility pursuant to Section 2.22 established to finance a Limited Condition Acquisition may be terminated only by the lenders holding more than 50% of the aggregate amount of the commitments in respect of such Incremental Term Loan Facility (or by the Administrative Agent acting at the request of such Lenders), and not, for the avoidance of doubt, automatically or by the Required Lenders or any other Lenders (or by the Administrative Agent acting at the request of the Required Lenders or any other Lenders).

Limited Condition Acquisitions. Notwithstanding anything in this Agreement (a) In the case of (i) the incurrence of any Indebtedness (other than Indebtedness under any Commitments or any Loan Document Incremental Facility, which shall remain subject to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance terms and conditions hereof with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 respect to the extent set forth thereinimpact, if any, of any Limited Condition Acquisition) or Liens or the making of any Investment (other than a Permitted Acquisition, which shall remain subject to the terms and conditions hereof with respect to the impact, if any, of any Limited Condition Acquisition) or consolidations, mergers or other fundamental changes pursuant to Section 6.3, in each case, in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, Acquisition or (ii) determining compliance with representations and warranties or the date occurrence of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred(other than a Default or Event of Default under Section 8.1(a), is continuing Section 8.1(f) or would result therefrom or other applicable covenant shallSection 8.1(g)), at the option of the Borrower (the Borrower’s election to exercise such option in each case, in connection with a Limited Condition Acquisition (other than for purposes of the borrowing of Indebtedness under any Commitments or any Incremental Facility, each of which shall remain subject to the terms and conditions hereof with respect to the impact, if any, of any Limited Condition Acquisition, an “LCA Election”), at the Borrower’s option, the relevant ratios and baskets and whether any such action is permitted hereunder shall be deemed to be determined as of the date the a definitive agreements acquisition agreement for such Limited Condition Acquisition are entered into (the a “LCA Test DateLimited Condition Acquisition Agreement”) is entered into, and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to calculated as if such Limited Condition Acquisition (and the any other Specified Transactions to be entered into pending Limited Condition Acquisition) and other pro forma events in connection therewith (and in connection with any other pending Limited Condition Acquisition), including any the incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test DateIndebtedness, the Borrower could have taken were consummated on such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied withdate; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made such an LCA Election for any Limited Condition Acquisitionelection, then in connection with any subsequent the calculation of any ratio or basket availability with respect to the incurrence of any other Specified Transaction Indebtedness (other than Indebtedness under any Commitments or any Incremental Facility, which shall remain subject to the terms and conditions hereof with respect to the impact, if any, of any Limited Condition Acquisition) or Liens, or the making of any other Investments, Restricted Payments, Restricted Debt Payments, Dispositions, the making of any Investments or consolidations, mergers or other fundamental changes pursuant to Section 6.3 on or following the relevant LCA Test Date such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement Limited Condition Acquisition Agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisitionterminated, any such ratio or basket shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition (and any other pending Limited Condition Acquisition) and other transactions pro forma events in connection therewith (and in connection with any other pending Limited Condition Acquisition), including any incurrence of Indebtedness and the use of proceeds thereof) Indebtedness, have been consummated.

Limited Condition Acquisitions. (a) Notwithstanding anything any other provision of this Agreement, in this Agreement or connection with any Loan Document action being taken in connection with and reasonably necessary to the contrarypermit a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement constituting a condition which requires (1) compliance with any Financial Covenant on a Pro Forma Basis after giving effect to such Limited Condition Acquisition, (2) that no Default or Event of Default Default, as applicable, has occurred, is continuing or would result therefromfrom any such action, but excluding Section 4.02 to the extent set forth thereinas applicable or (3) in connection with a Specified Transaction undertaken in connection with the consummation any representations or warranties be true and correct as of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assetsaction, and determination of whether any Default or Event of Default has occurredas applicable, is continuing or would result therefrom or other applicable covenant such condition shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be satisfied, so long as (x) no Default or Event of Default, as applicable, exists, such representations and warranties are true and correct and each such Financial Covenant is satisfied, as applicable, on a Pro Forma Basis, in each case, on the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions actions to be entered into taken in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied and other actions had occurred on a Pro Forma Basis such date and (y) on the applicable LCA Test Dateclosing date of such Limited Condition Acquisition and on the date of the incurrence of any Indebtedness the proceeds of which are to be used to consummate such Limited Condition Acquisition, (i) no Event of Default under Section 7.01(a) or (e) shall have occurred and be continuing and (ii) the representations and warranties (x) that would constitute “specified representations” and (y) contained in any related acquisition agreement, purchase agreement or merger agreement to the extent that the Borrower or any affiliate of the Borrower would have the right to terminate its obligations under such agreement or decline to consummate the Limited Condition Acquisition as a result of a breach of such representation and warranty, shall be true and correct. 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 Borrower and its 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 made an LCA Election for any in connection with a Limited Condition Acquisition, then in connection with and any subsequent calculation Default or Event of Default (other than any ratio Event of Default under Section 7.01(a) or basket availability with respect to any other Specified Transaction on or (e)) occurs following the relevant LCA Test Date date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio Default or basket Event of Default shall be calculated on a Pro Forma Basis assuming deemed to not have occurred or be continuing solely for purposes of determining whether the consummation of such Limited Condition Acquisition and other transactions in connection therewith (including any or the incurrence of any Indebtedness and the use of proceeds thereof) have been consummatedto finance such Limited Condition Acquisition is permitted hereunder.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio ratio, the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio ratio, the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA or total assets, and 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 (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or (a) In the case of (i) the incurrence of any Loan Document Indebtedness (other than Indebtedness under any Incremental Facility, which shall remain subject to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance terms and conditions thereof with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 respect to the extent set forth thereinimpact, if any, of any Limited Condition Acquisition) or Liens or the making of any Investments (other than a Permitted Acquisition which shall remain subject to the terms and conditions thereof with respect to the impact, if any, of any Limited Condition Acquisition) or consolidations, mergers or other fundamental changes pursuant to Section 6.3, in each case, in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, Acquisition or (ii) determining compliance with representations and warranties or the date occurrence of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred(other than a Default or Event of Default under Section 8.1(a), is continuing Section 8.1(f) or would result therefrom or other applicable covenant shallSection 8.1(g)), at the option of the Borrower (the Borrower’s election to exercise such option in each case, in connection with a Limited Condition Acquisition (other than for purposes of the borrowing of Indebtedness under any Incremental Facility, which shall remain subject to the terms and conditions thereof with respect to the impact, if any, of any Limited Condition Acquisition, an “LCA Election”), at the Borrower’s option, the relevant ratios and baskets and whether any such action is permitted hereunder shall be deemed to be determined as of the date the a definitive agreements acquisition agreement for such Limited Condition Acquisition are entered into (the a “LCA Test DateLimited Condition Acquisition Agreement”) is entered into, and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to calculated as if such Limited Condition Acquisition (and the any other Specified Transactions to be entered into pending Limited Condition Acquisition) and other pro forma events in connection therewith (and in connection with any other pending Limited Condition Acquisition), including any the incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test DateIndebtedness, the Borrower could have taken were consummated on such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied withdate; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made such an LCA Election for any Limited Condition Acquisitionelection, then in connection with any subsequent the calculation of any ratio or basket availability with respect to the incurrence of any other Specified Transaction Indebtedness (other than Indebtedness under any Incremental Facility, which shall remain subject to the terms and conditions thereof with respect to the impact, if any, of any Limited Condition Acquisition) or Liens, or the making of any other Investments, Restricted Payments, Restricted Debt Payments, Dispositions, the making of any Investments or consolidations, mergers or other fundamental changes pursuant to Section 6.3 on or following the relevant LCA Test Date such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement Limited Condition Acquisition Agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisitionterminated, any such ratio or basket shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition (and any other pending Limited Condition Acquisition) and other transactions pro forma events in connection therewith (and in connection with any other pending Limited Condition Acquisition), including any incurrence of Indebtedness and the use of proceeds thereof) Indebtedness, have been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when (a)(i) calculating any applicable ratio (other than the Minimum Consolidated Fixed Charge Coverage Ratio and the Maximum Consolidated Net Leverage Ratio, in each case as at the last day of any period of four consecutive trailing fiscal quarters of Holdings, as required by Section 7.1) or the use of any basket based on Consolidated EBITDA basket, (ii) determining the accuracy of the representations and warranties set forth in Section 4 hereof or total assets(iii) determining satisfaction of any conditions precedent, or (b) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which that requires that no Default or Event of Default has occurred, occurred is continuing or would result therefromtherefrom (other than a Default or Event of Default pursuant to Section 8.1(a) or (f)), but excluding Section 4.02 to the extent set forth thereinin each case of (a) and (b) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallsuch compliance will, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured ). If on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) calculated as if they such Limited Condition Acquisition and other transactions had occurred at the beginning of the applicable Test Period most recently ended period of four consecutive trailing fiscal quarters of Holdings ending prior to the LCA Test DateDate for which financial statements have been delivered pursuant to Section 6.1, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsthe applicable requirements, then such provisions shall will be deemed to have been complied with; provided that no , unless an Event of Default pursuant to Section 8.1(a) or (f) will be continuing on the date such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Dateis consummated. For the avoidance of doubt, (xi) 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 SubsidiariesAdjusted EBITDA) 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 (yii) such ratios and other provisions shall compliance with such conditions will not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactionstransactions, except that on such date an Event of Default pursuant to Section 8.1(a) or (f) may not be continuing. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall will be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) both (a) have not been consummated and (b) have been consummatedconsummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated or expires. Notwithstanding the foregoing, other than in connection with the creation of an additional tranche of Revolving Commitments in connection with a Limited Condition Acquisition as set forth in Section 2.27(a), the borrowing of any Revolving Loans in connection with a Limited Condition Acquisition shall be subject to the conditions set forth in Section 5.2.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or When calculating the availability under any Loan Document to the contrary, when calculating any applicable ratio or any basket threshold based on a dollar amount, percentage of Consolidated EBITDA Tangible Assets or total assetsother financial measure (a “basket” or “cap”) or ratio under this Indenture, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurredin each case, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such basket or ratio or and of any basket based on Consolidated EBITDA or total assets, and determination of whether any requirement that there be no Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallmay, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionIssuer, an “LCA Election”), 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 if, after into. Any such ratios and other provisions are measured ratio or basket shall be calculated on a Pro Forma Basis pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definitions of Fixed Charge Coverage Ratio and Indebtedness to Consolidated Tangible Net Worth Ratio, after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into transactions in connection therewith (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof) as if they occurred had been consummated at the beginning of the applicable Test Period ending prior period (in the case of Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Incurred), as of the date of determination (in the case of Indebtedness to Consolidated Tangible Net Worth Ratio) and at the LCA Test Date, end of the Borrower could have taken applicable period (in the case of Consolidated Tangible Assets) for purposes of determining the ability to consummate any such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied withLimited Condition Acquisition; provided that no if the Issuer elects to make such acquisition shall constitute a Limited Condition Acquisition unless determination as of the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance date of doubtsuch definitive agreement(s), then (xi) if any of such ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such ratio or basket (including due to fluctuations in Consolidated EBITDA Net Income, Consolidated Tangible Assets or Consolidated Tangible Net Worth of the Borrower Issuer or the target company) subsequent to such date of determination and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions 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 hereunder and under this Indenture, (yii) such ratios and other provisions or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If transactions, (iii) any such transactions (including any incurrence or issuance of Indebtedness or preferred stock and the Borrower has made an LCA Election for any Limited Condition Acquisitionuse of proceeds thereof, then in connection with any subsequent calculation the granting, creation, incurrence or suffering to exist of any ratio or basket availability with respect Lien and the making of any Investment) shall be deemed to any other Specified Transaction have occurred on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition the definitive agreement(s) is consummated entered into and shall be deemed outstanding thereafter for purposes of calculating any ratios or baskets (other than Consolidated Tangible Assets) under this Indenture after the date that of such definitive agreement(s) and before the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any unless such ratio definitive agreement(s) is terminated or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any or incurrence or issuance of Indebtedness or preferred stock or such other transaction to which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will not occur and (iv) to the use extent that baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of proceeds thereofConsolidated Tangible Assets, Consolidated Tangible Net Worth, Consolidated Net Income or Consolidated Cash Flow Available for Fixed Charges for purposes of other incurrences of Indebtedness or Liens or making of Restricted Payments (not related to such Limited Condition Acquisition) have been consummatedshall not reflect such Limited Condition Acquisition until it is closed.

Limited Condition Acquisitions. Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of require compliance with any provision of this Agreement which requires that no Default financial ratio or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) test in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, at the option of the Borrower, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, the relevant condition is continuing or would result therefrom or 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, an “LCA Election”), satisfied shall be deemed to be the date (on the basis of the financial statements for the most recently ended four quarter period for which financial statements have been delivered) of execution of the definitive agreements for agreement with respect to such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if), after such ratios giving effect to the relevant Limited Condition Acquisition and other provisions are measured related incurrence of Indebtedness, on a Pro Forma Basis after giving effect to such Basis; provided that notwithstanding the foregoing, the Limited Condition Acquisition and the other Specified Transactions related Indebtedness to be entered into in connection therewith incurred (including and any incurrence of Indebtedness associated Lien) and the use of proceeds thereofthereof (and the consummation of any Acquisition or Investment) as if they occurred shall be deemed incurred and/or applied at the beginning of the applicable Test Period ending prior to the LCA Test Date, Date (until such time as the Borrower could have taken such action on Indebtedness is actually incurred or the relevant LCA Test Date in applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition) and outstanding thereafter for purposes of pro forma compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless any applicable calculation of the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Datefinancial covenants set forth in Section 8.11. For the avoidance of doubt, (x) if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) Subsidiaries or of the target of any Limited Condition Acquisition), 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 relevant Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not to be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedtaken.

Limited Condition Acquisitions. Notwithstanding anything in When calculating the availability under any basket or ratio under this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision (including, for the avoidance of doubt, Payment Conditions) of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to (other than the extent set forth thereinFinancial Covenant) in connection with a Specified Transaction undertaken in connection with the consummation of a any Limited Condition AcquisitionAcquisition and any actions or transactions related thereto, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallin each case, at the option of the Borrower Agent (the BorrowerBorrower Agent’s election to exercise such option in connection with any Limited Condition Acquisitionoption, an “LCA LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default)) hereunder shall be deemed to be the date (the “LCT Test Date”) the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) into, and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith any actions or transactions related thereto (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Dateand any related pro forma adjustments, the Borrower could Agent or any of its Subsidiaries would have taken been permitted to take such action actions or consummate such transactions on the relevant LCA LCT Test Date in compliance with such ratios ratio, test or basket (and provisionsany related requirements and conditions), such provisions ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied withwith (or satisfied) for all purposes (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued or incurred at the LCT Test Date or at any time thereafter); provided provided, that no any such acquisition shall constitute a Limited Condition Acquisition unless (x) which is a Permitted Acquisition shall be consummated prior to the Payment Conditions are satisfied on date which is 180 days following such LCT Test Date or (y) which is an Investment (other than a Pro Forma Basis on Permitted Acquisition) shall be consummated prior to the applicable LCA date which is 90 days following such LCT Test DateDate (each such period, a “LCT Period”). For the avoidance of doubt, if the Borrower Agent has made an LCT Election, (x1) if any of such ratios are the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time during the applicable LCT Period have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio (ratio, test or basket, including due to fluctuations in Consolidated Adjusted EBITDA or Consolidated Total Assets of the Borrower and its Subsidiaries) at Agent or prior the Person subject to the consummation of the relevant such Limited Condition Acquisition, such baskets, tests or ratios and other provisions will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations fluctuations, (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time during the applicable LCT Period not have been complied with or satisfied (including due to the occurrence or continuation of an Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing, 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 an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such applicable Limited Condition Acquisition and other any actions or transactions in connection therewith related thereto (including any incurrence of Indebtedness and the use of proceeds thereof) are permitted hereunder) and (3) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Acquisition following the relevant LCT Test Date and prior to the date on which such Limited Condition Acquisition is consummated, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Acquisition and any actions or transactions related thereto (including any incurrence of Indebtedness and the use of proceeds thereof) and any related pro forma adjustments unless the definitive agreement (or notice) for such Limited Condition Acquisition is terminated or expires (or is rescinded) without consummation of such Limited Condition Acquisition; provided that, with respect to this clause (3), for the purposes of Sections 6.05 and 6.07 (other than Section 6.07(r)) only, Consolidated Net Income shall not include any Consolidated Net Income of or attributed to the target company or assets associated with any such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have been consummatedactually occurred.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or connection with a Limited Condition Acquisition for purposes of (a) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of the Consolidated Fixed Charge Coverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Leverage Ratio, or Event any other financial ratio hereunder or any testing of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent baskets set forth therein) in connection with a Specified Transaction undertaken this Agreement, in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shalleach case, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder (including the incurrence of any Indebtedness and the making of any Investment), shall be deemed to be the date on which the definitive agreements for such Limited Condition Acquisition are entered into (except as provided below, the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period most recent four consecutive fiscal quarters ending prior to the LCA Test DateDate for which consolidated financial statements of the Lead Borrower are available, the Lead Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided with and (b) determining compliance with any provisions of this Agreement which requires that no Default, Event of Default, Specified Default, or specified Event of Default, as applicable, has occurred, is continuing, or would result from any such acquisition action, as applicable, such condition shall constitute a Limited Condition Acquisition unless the Payment Conditions are be deemed satisfied on a Pro Forma Basis so long as no Default, Event of Default, Specified Default, or specified Event of Default, as applicable, exists on the applicable LCA Test Date. For the avoidance of doubt; provided, (x) if any of such ratios are exceeded as a result of fluctuations however, that, in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisitionall cases, 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 shall be consummated on or related Specified Transactionsbefore the date which is 180 days after the LCA Test Date (provided, however, that if such Limited Condition Acquisition shall not have been consummated on or before the such 180th day and the definitive documents for such Limited Condition Acquisition shall have neither been terminated nor expired, the Lead Borrower may elect to reset the LCA Test Date for such Limited Condition Acquisition so that the LCA Test Date for all purposes of this Section 1.11 relating to such Limited Condition Acquisition shall be the same date on which such 180-day period would have otherwise ended and, in such case, the LCA Test Date for such Limited Condition Acquisition shall be such reset LCA Test Date and all determinations made on the LCA Test Date under this Section 1.11 with respect to such Limited Condition Acquisition shall be made anew on such reset LCA Test Date, taking into account all facts and circumstances existing as of such reset LCA Test Date). If the Lead Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio ratio, test, or basket availability with respect to any other Specified Transaction on or transaction permitted hereunder (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or basket shall be calculated required to be satisfied on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereofthereof or the making of any Investment) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (a) compliance with any basket, financial ratio or test (including any Consolidated Total Leverage Ratio test or any Consolidated Fixed Charge Coverage Ratio test), (b) the absence of a Default or an Event of Default, or (c) a determination as to whether the representations and warranties contained in this Agreement or any other Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assetsDocument, or determining other compliance with this Agreement (including the determination of compliance with which are contained in any provision of this Agreement which requires that no Default document furnished at any time under or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers), in each case in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, the relevant condition is continuing or would result therefrom or other applicable covenant shallsatisfied may be made, at the option election of the Borrower Parent Borrower, (A) on the Borrower’s election date of the execution of the definitive agreement with respect to exercise such option Limited Condition Acquisition (such date, the “LCA Test Date”), or (B) on the date on which such Limited Condition Acquisition is consummated, in either case, after giving effect to the relevant Limited Condition Acquisition and any related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, in connection with any Limited Condition Acquisition: (1) the condition set forth in clause (a) of the definition of “Permitted Acquisition” shall be satisfied if (x) no Default or Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, an “LCA Election”), and (y) no Specified Event of Default shall have occurred and be deemed to be continuing at the date the definitive agreements for time of consummation of such Limited Condition Acquisition; (2) if the proceeds of an Incremental Term Loan are being used to finance such Limited Condition Acquisition, then (x) the conditions set forth in Sections 2.02(f)(J)(II)(x) and 5.02(a) shall be required to be satisfied at the time of closing of the Limited Condition Acquisition are entered into and funding of such Incremental Term Loan but, if the lenders providing such Incremental Term Loan so agree, the representations and warranties which must be accurate at the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Loan may be limited to customary “specified representations” and such other representations and warranties as may be required by the lenders providing such Incremental Term Loan, and (y) the “conditions set forth in Section 2.02(f)(J)(II)(y) and Section 5.02(b) shall, if and to the extent the lenders providing such Incremental Term Loan so agree, be satisfied if (I) no Default or Event of Default shall have occurred and be continuing as of the applicable LCA Test Date”, and (II) no Specified Event of Default shall have occurred and if, after be continuing at the time of the funding of such ratios Incremental Term Loan in connection with the consummation of such Limited Condition Acquisition; and other provisions are measured on a Pro Forma Basis after giving effect to (3) such Limited Condition Acquisition and the other Specified Transactions related Indebtedness to be entered into incurred in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred thereof shall be deemed incurred and/or applied at the beginning of the applicable Test Period ending prior to the LCA Test Date, Date (until such time as the Borrower could have taken such action on Indebtedness is actually incurred or the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition unless the Payment Conditions are satisfied Acquisition) and outstanding thereafter for purposes of determining compliance on a Pro Forma Basis (other than for purposes of determining compliance on a Pro Forma Basis in connection with the making of any Restricted Payment or the prepayment of any Indebtedness) with any financial ratio or test (including any Consolidated Total Leverage Ratio test or any Consolidated Fixed Charge Coverage Ratio test, or any calculation of the financial covenants set forth in Section 8.11) (it being understood and agreed that for purposes of determining compliance on a Pro Forma Basis in connection with the making of any Restricted Payment or prepayment of any Indebtedness, the Parent Borrower shall demonstrate compliance with the applicable LCA Test Datetest both after giving effect to the applicable Limited Condition Acquisition and assuming that such transaction had not occurred). For the avoidance of doubt, (x) if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter exceeded or otherwise failed to have been complied with as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) EBITDA), at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions or amounts will not be deemed to have been exceeded or failed to be complied with as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Acquisition is permitted hereunder to be consummated or taken. Except as set forth in clause (2) in the proviso to the first sentence in this Section 1.07 in connection with the use of the proceeds of an Incremental Term Loan to finance a Limited Condition Acquisition (and, in the case of such clause (2), only if and to the extent the lenders providing such Incremental Term Loan so agree as provided in such clause (y) such ratios 2)), it is understood and other provisions agreed that this Section 1.07 shall not be tested at limit the time of consummation of such conditions set forth in Section 5.02 with respect to any proposed Credit Extension, in connection with a Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedotherwise.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or connection with a Limited Condition Acquisition for purposes of (a) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of the Fixed Charge Coverage Ratio or Event any other financial ratio hereunder or any testing of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent baskets set forth therein) in connection with a Specified Transaction undertaken this Agreement, in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shalleach case, at the option of the Administrative Borrower (the Administrative Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to the date of determination of whether any such action is permitted hereunder (including the incurrence of any Indebtedness and the making of any Investment), shall be the date on which the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after on a pro forma basis as if such ratios action and other pro forma events in connection therewith were consummated or taken on the first day of the most recently ended period of 12 fiscal months which ended before the LCA Test Date and for which financial statements have been delivered in accordance with this Agreement, (b) determining compliance with any provisions are measured of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall be deemed satisfied so long as (i) no Event of Default exists on a Pro Forma Basis the LCA Test Date and (ii) no Event of Default under Sections 8.1, 8.4 or 8.5 exists immediately after giving effect to the consummation of such Limited Condition Acquisition, (c) 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 (i) the representations and warranties in this Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier therein) as of the LCA Test Date and (ii) the Specified Acquisition Agreement Representations and the Specified Representations (in each case, modified solely to the extent necessary to reflect the applicable terms of such Limited Condition Acquisition as set forth in the definitive agreement(s) governing such transaction) are true and the other Specified Transactions to be entered into correct in connection therewith all material respects (including without duplication of any incurrence of Indebtedness and the use of proceeds thereofmateriality qualifier therein) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its Subsidiaries) at or prior immediately after giving effect to the consummation of the relevant such 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 (d) determining whether the any condition or test (or any component of any condition or test) which is based on or derived from a calculation of Excess Availability is satisfied in connection with such Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at but only in cases where any of the time of consideration payable with respect to the consummation of such Limited Condition Acquisition will be funded with the proceeds of any borrowing of Loans or related Specified Transactionsthe issuance of any Letter of Credit), such condition or test (or such component thereof) shall be determined on the date on which such Limited Condition Acquisition is consummated and on a pro forma basis by giving effect to any such Loans or Letters of Credit; provided, however, that, in all cases, such Limited Condition Acquisition shall be consummated on or before the date which is 180 days after the LCA Test Date. If the Administrative Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio ratio, test or basket availability with respect to any other Specified Transaction on or transaction permitted hereunder (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or basket shall be calculated required to be satisfied on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereofthereof or the making of any Investment) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken solely in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of (i) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement the Loan Documents which requires the calculation of the Total Leverage Ratio or the Interest Coverage Ratio; (ii) determining (A) the accuracy of representations and warranties in Article VI (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 no are material to the interests 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, notwithstanding anything herein to the contrary, shall be required to be accurate on the basis set forth in the acquisition agreement as of the date of the consummation of any Limited Condition Acquisition)), and/or (B) whether a Default or Event of Default (other than a Specified Event of Default (the absence of which, notwithstanding anything herein to the contrary, shall be required on the date of the consummation of such Limited Condition Acquisition)) has occurred, occurred and is continuing or would result therefrom, but excluding Section 4.02 to the extent ; or (iii) testing availability under baskets set forth therein) in connection with a Specified Transaction undertaken the Loan Documents; in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shalleach case, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted under the Loan Documents, shall be deemed to be the date the definitive agreements agreement for such Limited Condition Acquisition are is entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis pro forma basis after giving effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test most recent Measurement Period ending prior to the LCA Test Date, the Borrower Company could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if the Company has made an LCA Election for any Limited Condition Acquisition and any of such the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded or otherwise non-compliant as a result of fluctuations in any such ratio (or basket, including due to fluctuations in Consolidated EBITDA Adjusted Operating Income of the Borrower and its Subsidiaries) Company or the Person subject to such Limited Condition Acquisition or any applicable currency exchange rate, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such ratios and other provisions baskets, ratios, metrics or thresholds will not be deemed to have been exceeded or non-compliant as a result of such fluctuations solely for purposes of determining whether compliance of the Limited Condition Acquisition is permitted hereunder and (y) relevant transaction or action with such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition provisions, baskets or related Specified Transactionsthresholds. If the Borrower Company has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction with, 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 Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on (A) a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated until such time as the Limited Condition Acquisition has been consummated or the definitive agreement with respect thereto has been terminated or expires and (B) on a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or For purposes of (i) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement or any other Loan Document which requires that no Default the calculation of the Consolidated Leverage Ratio, the Consolidated Secured Leverage Ratio or Event the Consolidated Fixed Charge Coverage Ratio (other than, in each case, for purposes of Section 7.1), (ii) determining compliance with representations, warranties, Defaults or Events of Default has occurred, is continuing (other than in connection with the making of any Revolving Loan or would result therefrom, but excluding Section 4.02 to Swingline Loan or the extent issuance of any Letter of Credit) or (iii) testing availability under baskets set forth therein) in this Agreement or any other Loan Document, in each case, in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and 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 Representative (the BorrowerBorrower Representative’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA LCT Election”), the date of determination of whether any such action is permitted under this Agreement and the other Loan Documents shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are Agreement is entered into (the “LCA LCT Test Date”) ), and if, after such ratios and other provisions are measured giving effect on a Pro Forma Basis after giving effect pro forma basis to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending prior four most recently ended consecutive fiscal quarters of Holdings for which financial statements have been delivered pursuant to the LCA Test DateSection 6.1, the Borrower applicable Group Member could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios and provisionsrepresentation, warranty, ratio or basket, such provisions representation, warranty, ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if the Borrower Representative has made an LCT Election and any of such the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations in Consolidated EBITDA of the Borrower and its SubsidiariesEBITDA) at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such baskets or 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 Transactionsfluctuations. If the Borrower Representative has made an LCA LCT Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio ratios or basket availability with respect to any baskets (other Specified Transaction than for purposes of Section 7.1) on or following 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 for such applicable Limited Condition Transaction Acquisition Agreement is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided that the Consolidated EBITDA of the target of such Limited Condition Acquisition shall not be included in any such calculation for any purposes other than (x) the incurrence test under Section 7.2 under which any Indebtedness in respect of such Limited Condition Acquisition is being incurred and (y) the incurrence test under Section 7.8 under which such Limited Condition Acquisition is being made, in each case until the date on which such Limited Condition Acquisition is consummated.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of Recurring Revenue or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such any other financial ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallmetric, at the option of the Borrower (and, if the Borrower elects to exercise such option, such option shall be exercised on or prior to the date on which the definitive agreement for such Limited Condition Acquisition is executed) (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), then notwithstanding anything else to the contrary contained in this Agreement, 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, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending most recent period of four fiscal quarters then ended prior to the LCA Test DateDate for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness, the grant of Liens, or the making of Investments, Restricted Payments, Dispositions, mergers and consolidations or other transfer of all or substantially all of the assets of any other Specified Transaction Loan Party or any Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming both that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and have not been consummated.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of RR or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such any other financial ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallmetric, at the option of the Borrower (and, if the Borrower elects to exercise such option, such option shall be exercised on or prior to the date on which the definitive agreement for such Limited Condition Acquisition is executed) (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), then notwithstanding anything else to the contrary contained in this Agreement, 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, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending most recent period of four fiscal quarters then ended prior to the LCA Test DateDate for which consolidated financial statements of Holdings are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness, the grant of Liens, or the making of Investments, Restricted Payments, Dispositions, mergers and consolidations or other transfer of all or substantially all of the assets of any other Specified Transaction Loan Party or any Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming both that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and have not been consummated.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of Consolidated EBITDA, Consolidated Senior Net Leverage Ratio, Consolidated Fixed Charge Coverage Ratio or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such any other financial ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallmetric, at the option of the Borrower (and, if the Borrower elects to exercise such option, such option shall be exercised on or prior to the date on which the definitive agreement for such Limited Condition Acquisition is executed) (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), then notwithstanding anything else to the contrary contained in this Agreement, 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, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending most recent period of four fiscal quarters then ended prior to the LCA Test DateDate for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness, the grant of Liens, or the making of Investments, Restricted Payments, Dispositions, mergers and consolidations or other transfer of all or substantially all of the assets of any other Specified Transaction Loan Party or any Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming both that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and have not been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when (i) calculating any applicable ratio or basket amount in connection with incurrence of Indebtedness, the creation of Liens or the making of an Investment (including any basket based on Consolidated EBITDA or total assetsAsset Acquisition), or (ii) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefromtherefrom and/or that representations and warranties be true and correct, but excluding Section 4.02 to in the extent set forth thereincase of each of clauses (i) and (ii) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assetsratio, and determination of whether any Default or Event of Default (other than an Event of Default pursuant to Sections 7.01(a), (b) or (g)) has occurred, is continuing or would result therefrom or other applicable covenant and whether the representations and warranties are true and correct shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured ). If on a Pro Forma Basis pro forma basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) such ratios and other provisions are calculated as if they such Limited Condition Acquisition or other transactions had occurred at the beginning as of the applicable Test Period first day of the most recent four fiscal quarter period ending prior to the such LCA Test DateDate for which financial statements have been or were required to be delivered pursuant to Section 6.01(a) or (b) (or, prior to the delivery of any such financials statements, the latest financial statements referred to in Section 5.05), the Borrower could have taken such action on the relevant LCA Test Date in compliance with such the applicable ratios and or other provisions, such provisions shall be deemed to have been complied with; provided that no , unless an Event of Default pursuant to Sections 7.01(a), (b) or (g) shall be continuing on the date such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Dateis consummated. For the avoidance of doubt, (xi) if any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its SubsidiariesEBITDA) or other provisions 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 (yii) such ratios and other provisions compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Acquisition Acquisition, unless on such date an Event of Default pursuant to Sections 7.01(a), (b) or related Specified Transactions(g) shall be continuing. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction Limited Condition Acquisition on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated calculated, and be required to be satisfied, on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary herein, when calculating any applicable ratio or any basket based for purposes of (i) determining compliance with Sections 6.1 and 6.2 on a pro forma basis and capacity under baskets (including baskets measured as a percentage of Consolidated EBITDA or total assets, based on a ratio test) with respect to the making of any Permitted Acquisitions or other Acquisitions permitted hereunder and the incurrence of any Indebtedness permitted hereunder in connection therewith (other than Indebtedness under or other use of the Revolving Commitment or the establishment of any Incremental Revolving Commitment) or (ii) determining other compliance with this Agreement (including the determination of compliance with representations and warranties or any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 test with respect to the extent set forth thereinmaking of any Permitted Acquisitions or other Acquisitions permitted hereunder and the incurrence of any Indebtedness permitted hereunder in connection therewith (other than Indebtedness under or other use of the Revolving Commitment or the establishment of any Incremental Revolving Commitment), in the case of clauses (i) and (ii), in connection with a Specified Transaction undertaken in connection Limited Condition Acquisition, if the Borrower has made an LCA Election with the consummation of a respect to such Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event such action is permitted hereunder (including, in the case of Default has occurredcalculating Consolidated EBITDA, is continuing or would result therefrom or other applicable covenant shall, at the option reference date for determining the most recently ended period of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), four consecutive fiscal quarters) shall be deemed to be the date the definitive agreements agreement for such Limited Condition Acquisition are (a “Limited Condition Acquisition Agreement”) is entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any the incurrence of any Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Dateon a pro forma basis, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios financial covenant, basket, representation and provisionswarranty or Default or Event of Default test, such provisions financial covenant, basket, representation and warranty or Default or Event of Default test shall be deemed to have been complied with; provided . Upon making an LCA Election with respect to any Limited Condition Acquisition, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower to the Administrative Agent (a) notifying the Administrative Agent of such LCA Election and (b) certifying that no each of the conditions for such acquisition shall constitute a Limited Condition Acquisition unless and any related transactions that are tested as of the Payment Conditions are LCA Test Date have been satisfied (which shall include calculations in reasonable detail for any conditions requiring compliance on a Pro Forma Basis on pro forma basis with the applicable covenants set forth in Article VI or with any relevant ratio tests) (such certificate, an “LCA Test DateElection Certificate”). For the avoidance of doubt, (x) if the Borrower has made an LCA Election and any of such ratios are exceeded the financial covenant, basket, representation and warranty or Default or Event of Default tests 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 (financial covenant or basket, including due to fluctuations in Consolidated EBITDA EBITDA, or changes in compliance with such representation and warranty or Default or Event of the Borrower and its Subsidiaries) Default test at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios financial covenant, basket, representation and other provisions warranty and Default or Event of Default tests will not be deemed to have failed to have been exceeded satisfied 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 Transactionschanges. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio (other than testing of actual compliance with the covenants set forth in Article VI and determination of the Leverage Ratio for purposes of determining the Applicable Margin or the Maximum Attributable EBITDA Percentage) 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 Transaction Acquisition Agreement therefor is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated (x) on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated and (y) with respect to Restricted Payments only, also on a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of Consolidated EBITDA, Consolidated Total Net Leverage Ratio, Consolidated Fixed Charge Coverage Ratio or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such any other financial ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallmetric, at the option of the Borrower (and, if the Borrower elects to exercise such option, such option shall be exercised on or prior to the date on which the definitive agreement for such Limited Condition Acquisition is executed) (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), then notwithstanding anything else to the contrary contained in this Agreement, 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, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending most recent period of four fiscal quarters then ended prior to the LCA Test DateDate for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness, the grant of Liens, or the making of Investments, Restricted Payments, Dispositions, mergers and consolidations or other transfer of all or substantially all of the assets of any other Specified Transaction Loan Party or any Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming both that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and have not been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary herein, when calculating any applicable ratio or any basket based for purposes of (i) determining compliance with Sections 6.1 and 6.2 on a pro forma basis and capacity under baskets (including baskets measured as a percentage of Consolidated EBITDA or total assets, based on a ratio test) with respect to the making of any Permitted Acquisitions or other Acquisitions permitted hereunder and the incurrence of any Indebtedness permitted hereunder in connection therewith (other than Indebtedness under or other use of the Revolving Commitment or the establishment of any Incremental Revolving Commitment) or (ii) determining other compliance with this Agreement (including the determination of compliance with representations and warranties or any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 test with respect to the extent set forth thereinmaking of any Permitted Acquisitions or other Acquisitions permitted hereunder and the incurrence of any Indebtedness permitted hereunder in connection therewith (other than Indebtedness under or other use of the Revolving Commitment or the establishment of any Incremental Revolving Commitment), in the case of clauses (i) and (ii), in connection with a Specified Transaction undertaken in connection Limited Condition Acquisition, if the Borrower has made an LCA Election with the consummation of a respect to such Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event such action is permitted hereunder (including, in the case of Default has occurredcalculating Consolidated EBITDA, is continuing or would result therefrom or other applicable covenant shall, at the option reference date for determining the most recently ended period of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), four consecutive fiscal quarters) shall be deemed to be the date the definitive agreements agreement for such Limited Condition Acquisition are (a “Limited Condition Acquisition Agreement”) is entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any the incurrence of any Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Dateon a pro forma basis, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios financial covenant, basket, representation and provisionswarranty or Default or Event of Default test, such provisions financial covenant, basket, representation and warranty or Default or Event of Default test shall be deemed to have been complied with; provided . Upon making an LCA Election with respect to any Limited Condition Acquisition, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower to the Administrative Agent (a) notifying the Administrative Agent of such LCA Election and (b) certifying that no each of the conditions for such acquisition shall constitute a Limited Condition Acquisition unless and any related transactions that are tested as of the Payment Conditions are LCA Test Date have been satisfied (which shall include calculations in reasonable detail for any conditions requiring compliance on a Pro Forma Basis on pro forma basis with the applicable covenants set forth in Article VI or with any relevant ratio tests) (such certificate, an “LCA Test DateElection Certificate”). For the avoidance of doubt, (x) if the Borrower has made an LCA Election and any of such ratios are exceeded the financial covenant, basket, representation and warranty or Default or Event of Default tests 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 (financial covenant or basket, including due to fluctuations in Consolidated EBITDA EBITDA, or changes in compliance with such representation and warranty or Default or Event of the Borrower and its Subsidiaries) Default test at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios financial covenant, basket, representation and other provisions warranty and Default or Event of Default tests will not be deemed to have failed to have been exceeded satisfied 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 Transactionschanges. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio (other than testing of actual compliance with the covenants set forth in Article VI and determination of the Leverage Ratio for purposes of determining the Applicable Margin) 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 Transaction Acquisition Agreement therefor is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated (x) on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated and (y) with respect to Restricted Payments only, also on a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement contrary contained herein (including the determination of compliance in connection with any provision calculation made on a Pro Forma basis or giving Pro Forma Effect), in the case of this Agreement which requires that no Default (i) the incurrence of any Indebtedness (other than the incurrence of Revolving Loans), the making of any Investment, Disposition or Event of Default has occurredconsolidation, is continuing merger or would result therefromother fundamental change, but excluding Section 4.02 to the extent set forth therein) in each case, in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionAcquisition or (ii) determining compliance with any financial covenant or test (and the component definitions thereof), representations and warranties (other than customary “specified representations” and any “specified acquisition agreement representations” made by the date sellers or by (or on behalf of) the target company thereof) or the occurrence of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred(other than any Specified Event of Default), is continuing or would result therefrom or other applicable covenant shallin each case, in connection with a Limited Condition Acquisition, at the option of the Borrower Borrower’s election (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the relevant ratios and baskets and the determination of whether any such action is permitted hereunder shall be deemed to be determined either (x) the date the definitive agreements for such Limited Condition Acquisition are entered into is consummated or (y) as of the date (the “LCA Test Date”) a definitive acquisition agreement for such Limited Condition Acquisition (a “Limited Condition Acquisition Agreement”) is entered into, and if, after such ratios and other provisions are measured on a Pro Forma Basis after calculated giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (therewith, including any the incurrence of Indebtedness and the use of proceeds thereof) Indebtedness, as if they occurred were consummated at the beginning of the applicable Test Period most recent 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability for the purpose of the incurrence of any Indebtedness, the making of any Investment, Disposition or consolidation, merger or other fundamental change, in each case, not in connection with respect the Limited Condition Acquisition to any other Specified Transaction which the LCA Election relates (a “Subsequent Transaction”) on or following the relevant LCA Test Date and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction Acquisition Agreement is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated both (A) on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated until such time as the applicable Limited Condition Acquisition has actually closed or the Limited Condition Acquisition Agreement has been terminated and (B) on a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith and such Subsequent Transaction must be permitted as calculated under clauses (A) and (B); provided that this sentence does not require a recalculation of, or additional compliance with, any ratios or baskets to consummate the Limited Condition Acquisition.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, but without in any way limiting the conditions to funding set forth in Section 4.02 with respect to Credit Extensions under the Revolving Facility, when (a) calculating any applicable ratio or financial metric in connection with incurrence of Indebtedness, the creation of Liens, the making of any basket based on Consolidated EBITDA Disposition, any fundamental changes, the making of an Investment, the designation of Subsidiary as restricted or total assetsunrestricted, the making of any Restricted Payment or the repayment of any Restricted Indebtedness or (b) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth thereinin each case of (a) and (b) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, financial metric and 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 (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured ). If on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) ), with such ratios or financial metrics and other provisions being calculated as if they such Limited Condition Acquisition or other transactions had occurred at the beginning of the applicable most recent Test Period ending prior to the LCA Test DateDate for which financial statements are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such the applicable ratios and or other provisions, such provisions shall be deemed to have been complied with; provided that no , unless a Specified Event of Default shall be continuing on the date such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Dateis consummated. For the avoidance of doubt, (xi) if any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its SubsidiariesEBITDA) or other provisions 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 or breached solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (yii) such ratios or financial metrics and other provisions compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions, unless on such date a Specified Event of Default shall be continuing. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated both (1) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (2) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisitions. Notwithstanding anything to the contrary herein (including in connection with any calculation made on a pro forma basis), to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the Senior Unsecured Incurrence Test, the First Lien Leverage Ratio or the Leverage Ratio), (ii) determining compliance with representations or warranties, (iii) testing availability under baskets set forth in the covenants set forth in this Agreement or any Loan Document to (iv) the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination absence of compliance with any provision of this Agreement which requires that no a Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 as a condition to (A) the extent set forth therein) consummation of any transaction in connection with a Specified Transaction undertaken any Permitted Acquisition or other permitted Investment (including the assumption or incurrence of Indebtedness) or (B) the making of any Restricted Junior Payment, in each case in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and 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 election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the determination of whether the relevant condition is satisfied may be deemed to be made at the date the definitive agreements for such Limited Condition Acquisition are entered into time (the “LCA Test DateTime”) and if, after such ratios and other provisions are measured of (or on a Pro Forma Basis after giving effect the basis of the financial statements for the most recently ended four-Fiscal-Quarter period for which financial statements have been made available to Lenders at the time of) the execution of the definitive agreement with respect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied withAcquisition; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubtthat, (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) 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 made an LCA Election for any Limited Condition AcquisitionElection, then in connection with measuring compliance with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or covenant following the relevant such LCA Test Date Time and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction with respect thereto is terminated or expires expires, in each case, without consummation of such Limited Condition Acquisition, any such covenant (including any financial ratio or basket test or cap prescribed thereunder) shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness debt and the use of proceeds thereof) have been consummated. 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 Time are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of EBITDA of the target of any Limited Condition Acquisition) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios or baskets will not be deemed to have been exceeded as a result of such fluctuations.

Limited Condition Acquisitions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any basket, financial ratio or test (including any Consolidated Net Leverage Ratio test, any Consolidated Net Secured Leverage Ratio test or any Consolidated Net Interest Coverage Ratio test), (ii) the absence of a Default or an Event of Default, or (iii) a determination as to accuracy of the representations and warranties contained in this Agreement or any other Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assetsDocument, or determining other compliance with this Agreement (including the determination of compliance with which are contained in any provision of this Agreement which requires that no Default document furnished at any time under or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken herewith or therewith, in each case in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, the relevant condition is continuing or would result therefrom or other applicable covenant shallsatisfied may be made, at the option election of the Borrower Borrower, (A) on the Borrower’s election date of the execution of the definitive agreement with respect to exercise such option Limited Condition Acquisition (such date, the “LCA Test Date”), or (B) on the date on which such Limited Condition Acquisition is consummated, in either case, after giving effect to the relevant Limited Condition Acquisition and any related transaction to occur in connection therewith on a Pro Forma Basis; provided that notwithstanding the foregoing, in connection with any Limited Condition Acquisition: (1) the condition set forth in clause (c) of the proviso to the definition of Permitted Acquisition shall be satisfied if (x) no Default or Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, an “LCA Election”), and (y) no Specified Event of Default shall have occurred and be deemed to be continuing at the date the definitive agreements for time of consummation of such Limited Condition Acquisition; (2) if the proceeds of an Incremental Term Loan or an Incremental Add-on Term Loan are being used to finance such Limited Condition Acquisition, then (x) the condition set forth in clause (iii) of the proviso to Section 2.01(c) and Section 5.02(a) shall be required to be satisfied at the time of closing of the Limited Condition Acquisition are entered into and funding of such Incremental Term Loan Facility or Incremental Add-on Term Loan Facility, as applicable, but, if the Incremental Term Loan Lenders providing such Incremental Term Loans or the Incremental Add-on Term Loan Lenders providing such Incremental Add-on Term Loans, as applicable, so agree, the representations and warranties which must be accurate at the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Loan Facility or such Incremental Add-on Term Loan Facility, as applicable, may be limited to customary “specified representations”, customary “specified purchase agreement representations” and such other representations and warranties as may be required by such Incremental Term Loan Lenders or such Incremental Add-on Term Loan Lenders, and (y) the “condition set forth in clause (ii) of the proviso to Section 2.01(c) and Section 5.02(b) shall, if and to the extent the Incremental Term Loan Lenders providing such Incremental Term Loan Facility or the Incremental Add-on Term Loan Lenders providing such Incremental Add-on Term Loan Facility, as applicable, so agree, be satisfied if (I) no Default or Event of Default shall have occurred and be continuing as of the applicable LCA Test Date”, and (II) no Specified Event of Default shall have occurred and ifbe continuing at the time of the funding of such Incremental Term Loan Facility or such Incremental Add-on Term Loan Facility, after as applicable, in connection with the consummation of such ratios Limited Condition Acquisition; and other provisions are measured on a Pro Forma Basis after giving effect to (3) such Limited Condition Acquisition and the other Specified Transactions related Indebtedness to be entered into incurred in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred thereof shall be deemed incurred and/or applied at the beginning of the applicable Test Period ending prior to the LCA Test Date, Date (until such time as the Borrower could have taken such action on Indebtedness is actually incurred or the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition unless the Payment Conditions are satisfied Acquisition) and outstanding thereafter for purposes of determining compliance on a Pro Forma Basis (other than for purposes of determining compliance on a Pro Forma Basis in connection with the making of any Restricted Payment) with any financial ratio or test (including any Consolidated Net Leverage Ratio test, any Consolidated Net Secured Leverage Ratio test, any Consolidated Net Interest Coverage Ratio test, or any calculation of the financial covenants set forth in Section 8.11) (it being understood and agreed that for purposes of determining compliance on a Pro Forma Basis in connection with the making of any Restricted Payment, the Borrower shall demonstrate compliance with the applicable LCA Test Datetest both after giving effect to the applicable Limited Condition Acquisition and assuming that such transaction had not occurred). For the avoidance of doubt, (x) if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter exceeded or otherwise failed to have been complied with as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower and its SubsidiariesEBITDA) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions or amounts will not be deemed to have been exceeded or failed to be complied with as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Acquisition is permitted hereunder to be consummated or taken. Except as set forth in clause (2) in the proviso to the first sentence in this Section 1.03(e) in connection with the use of the proceeds of an Incremental Term Loan or an Incremental Add-on Term Loan to finance a Limited Condition Acquisition (and, in the case of such clause (2), only if and to the extent the Incremental Term Loan Lenders for such Incremental Term Loan Facility or the Incremental Add-on Term Loan Lenders for such Incremental Add-on Term Loan Facility, as applicable, so agree as provided in such clause (y2)), it is understood and agreed that this Section 1.03(e) such ratios and other provisions shall not be tested at limit the time of consummation of such conditions set forth in Section 5.02 with respect to any proposed Credit Extension, in connection with a Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedotherwise.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document Indenture to the contrary, when calculating any applicable ratio the Fixed Charge Coverage Ratio, Consolidated Total Leverage Ratio, consolidated Senior Priority Secured Leverage Ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) Total Secured Leverage Ratio in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and of any default or any basket based on Consolidated EBITDA or total assets, and determination event of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant default blocker shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionRestricted Parent Guarantor, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured ratio shall be calculated on a Pro Forma Basis pro forma basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Datereference period, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsand, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For 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 Borrower and its SubsidiariesRestricted Parent Guarantor or the target company) at or prior to the consummation of the relevant Limited Condition AcquisitionAcquisition and the Restricted Parent Guarantor has elected to test such ratios on the date the definitive agreements for such Limited Condition Acquisition are entered into, 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 ratio shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If transactions; provided further, that if the Borrower has made an LCA Election for Restricted Parent Guarantor elects to have such determinations occur at the time of entry into such definitive agreement, any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect such transactions shall be deemed to any other Specified Transaction have occurred on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreements are entered into and outstanding thereafter for purposes of calculating any ratios under this Indenture after the date that of such agreement and before the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionAcquisition and to the extent baskets were utilized in satisfying any covenants, any such ratio or basket baskets shall be calculated on a Pro Forma Basis assuming deemed utilized, but any calculation of Total Assets or Consolidated Net Income for purposes of other incurrences of Indebtedness or Liens or making of Restricted Payments (not related to such Limited Condition Acquisition) shall not reflect such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummateduntil it is closed.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any other basket based on Consolidated EBITDA or total assetsConsolidated Assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding determination of compliance with Section 4.02 to 6.2 in accordance with the extent set forth thereinterms thereof) in connection with a Specified LCA Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or the amount or availability of any basket based on Consolidated EBITDA or total assetsConsolidated Assets, and 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 (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified LCA Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 LCA Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified LCA Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such prior Limited Condition Acquisition is consummated or the date that the definitive agreement for such prior Limited Condition Transaction is terminated or expires without consummation of such prior Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such prior Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. Notwithstanding the foregoing, nothing contained in Section 1.12 shall modify the requirements contained in Section 6.2, except as stated explicitly therein.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement In the case of the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under the Revolving Facility but including any Incremental Facilities) or Liens or the making of any Loan Document to the contraryPermitted Acquisitions or other investments, when calculating any applicable ratio restricted payments, prepayments of specified indebtedness or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) asset sales in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, at the date of determination of such ratio or any basket based on Consolidated EBITDA or total assetsBorrowers’ option, the relevant ratios and baskets shall be determined, and determination of whether any Default or Event of Default has occurredblocker shall be tested, is continuing or would result therefrom or other applicable covenant shall, at the option as of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into (and calculated as if the “LCA Test Date”) and if, after such ratios acquisition and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into pro forma events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could have taken were consummated on such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied withdate; provided that no if the Borrowers have made such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubtan election, (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) 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 made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent the calculation of any ratio (other than for purposes of calculating compliance with the financial covenants) or basket availability with respect to the incurrence of any other Specified Transaction Indebtedness (including any Incremental Facilities) or Liens, or the making of any other Permitted Acquisitions or other investments, restricted payments, prepayments of specified indebtedness or asset sales on or following the relevant LCA Test Date such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisitionterminated, any such basket or ratio or basket shall be calculated required to be complied with under both of the following assumptions: (x) assuming on a Pro Forma Basis assuming pro forma basis such Limited Condition Acquisition and other transactions pro forma events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereofIndebtedness) have been consummated and (y) assuming such Limited Condition Acquisition and other pro forma events in connection therewith (including any incurrence of Indebtedness) have not been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or For purposes of (a) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement the Loan Documents which requires that no the calculation of a financial ratio, (b) determining compliance with representations, warranties, Defaults or Events of Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent (c) testing availability under “baskets” set forth therein) in the Loan Documents, in each case, in connection with an acquisition by the Borrower or any of its Subsidiaries of any assets, business or Person permitted to be acquired by the Loan Documents, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such acquisition, a Specified Transaction undertaken in connection with the consummation of a “Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and 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 (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, 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, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period most recent 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 ratios and provisionsratio, “basket”, representation or warranty, then such provisions ratio, “basket”, representation or warranty shall be deemed to have been complied with; provided that no with for the purposes of determining whether such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Dateis permitted. For the avoidance of doubt, (x) if the Borrower has made an LCA Election and any of such the ratios or “baskets” for which compliance was determined or tested as of the LCA Test Date are subsequently exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiariestarget of any Limited Condition Acquisition) at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such “baskets” or 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 Transactionsfluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction “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 Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket “basket” shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have had been consummated.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken solely or primarily in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of (x) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of the Secured Leverage Ratio or Event of Default has occurred, is continuing the Total Leverage Ratio; or would result therefrom, but excluding Section 4.02 to the extent (y) testing availability under baskets set forth therein) in connection with this Agreement (including baskets measured as a Specified Transaction undertaken percentage of Consolidated Adjusted EBITDA, if any), in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shalleach case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, 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, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period most recent four consecutive fiscal quarters ending prior to the LCA Test DateDate for which consolidated financial statements of Borrower are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if Borrower has made an LCA Election and any of such the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio (or basket, including due to fluctuations in Consolidated Adjusted EBITDA of Borrower or the Borrower and its Subsidiaries) Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such baskets or 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 Transactionsfluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any the incurrence of Indebtedness or Liens, or the making of Restricted Junior Payments, mergers, the conveyance, lease or other Specified Transaction transfer of all or substantially all of the assets of Borrower, or the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated tested by calculating the availability under such ratio or basket on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien) and the use of proceeds thereof) thereof and, solely in the case of any calculation in connection with the making of Restricted Junior Payments, also without giving pro forma effect to such Limited Condition Acquisition and other transactions in connection therewith. In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which requires 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 Borrower, be deemed 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. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.4, and any Default, Event of Default or specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default, Event of Default or specified Event of Default shall be deemed to not have been consummatedoccurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Credit Document to the contrary, when (a)(i) calculating any applicable ratio or the use of any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including baskets measured as a percentage of LTM Consolidated Adjusted EBITDA), (ii) determining the determination accuracy of the representations and warranties set forth in Section 4 hereof or (iii) determining satisfaction of any conditions precedent or (b) determining compliance with any provision of this Agreement which that requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to in the extent set forth thereincase of each of clauses (a) and (b) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallsuch compliance will, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured ). If on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the any other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) calculated as if they such Limited Condition Acquisition or other transactions had occurred at the beginning of the applicable most recently ended Test Period ending prior to the LCA Test DateDate for which financial statements are delivered (or were required to have been delivered), the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsthe applicable ratios, then such provisions shall will be deemed to have been complied with; provided that no , unless an Event of Default pursuant to Section 8.1(a), (f) or (g) will be continuing on the date such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Dateis consummated. For the avoidance of doubt, (xi) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in LTM Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA of the Borrower and its Subsidiariesor Consolidated Current Assets) 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 (yii) such ratios and other provisions shall compliance with such conditions will not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions, unless an Event of Default pursuant to Section 8.1(a), (f) or (g) will be continuing. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall will be calculated and tested (x) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof and the use of cash which would have otherwise constituted Unrestricted Cash for the purpose of calculating any applicable ratio) have not been consummated and (y) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereofthereof and the use of cash which would have otherwise constituted Unrestricted Cash for the purpose of calculating any applicable ratio) have been consummated, until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated or expires.

Limited Condition Acquisitions. Notwithstanding anything to the contrary in this Agreement or any Loan Document Agreement, for purposes of (i) measuring the relevant financial ratios and basket availability with respect to the contrary, when calculating incurrence of any applicable ratio Indebtedness (including any Incremental Term Facilities or Incremental Revolving Increase) or Liens or the making of any basket based on Consolidated EBITDA Investments or total assets, Restricted Payments or (ii) determining other compliance with this Agreement (including the determination representations and warranties or the occurrence of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurredDefault, is continuing or would result therefromin each case, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection Limited Condition Acquisition, if Borrower has made an LCA Election with the consummation of a respect to such Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, such action is continuing or would result therefrom or 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, an “LCA Election”), permitted hereunder shall be deemed to be the date on which the definitive agreements for documentation with respect to such Limited Condition Acquisition are is entered into (the “LCA Test Date”) and and, if, after such ratios and other provisions are measured on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period most recent Fiscal Quarter ending prior to the LCA Test Date, the a Default or Event of Default shall not then have occurred and be continuing and Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsfinancial ratio, basket, representation or warranty, such provisions financial ratio, basket, representation or warranty and such condition with respect to the lack of Default or Event of Default shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 the consummation of such Limited Condition Acquisition or related Specified Transactions. If the and, if Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any financial 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 (x) the date on which such Limited Condition Acquisition is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such financial ratio or basket availability shall be calculated (and tested) on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to (a) When calculating the contrary, when calculating any applicable ratio or availability under any basket based on Consolidated EBITDA or total assets, ratio under this Indenture or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and 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 (the Borrower’s election to exercise such option Indenture in connection with any Limited Condition Acquisition, any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the Incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock and the use of proceeds therefrom, the incurrence of Liens and Restricted Payments), and determining compliance with Defaults and Events of Default, in each case, at the option of the Issuer (the Issuer’s election to exercise such option, an “LCA Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including, without limitation, as to the absence of any continuing Default or Event of Default)) under this Indenture, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (or, if applicable, the date of delivery of an irrevocable notice or similar event) (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such the Limited Condition Acquisition and any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the other Specified Transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Datetherefrom, the Borrower could incurrence of Liens and Restricted Payments) on a pro forma basis, the Issuer or any of its Restricted Subsidiaries would have taken been permitted to take such action actions or consummate such transactions on the relevant LCA Test Date in compliance with such ratios ratio, test or basket and provisionsany related requirements and conditions, such provisions ratio, test or basket and any related requirements and conditions shall be deemed to have been complied withwith or satisfied for all purposes under this Indenture (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued or otherwise Incurred at the LCA Test Date or at any time thereafter); provided that no compliance with such acquisition ratios, tests or baskets and any related requirements and conditions shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on not be determined or tested at any time after the applicable LCA Test Date. 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 Borrower and its 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 Date 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 any actions or transactions related Specified Transactions. If thereto (including, without limitation, acquisitions, Investments, the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence Incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock and the use of proceeds thereof) have been consummatedtherefrom, the incurrence of Liens and Restricted Payments).

Limited Condition Acquisitions. Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of require compliance with any provision of this Agreement which requires that no Default financial ratio or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) test in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, at the option of the Borrower, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, the relevant condition is continuing or would result therefrom or 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, an “LCA Election”), satisfied shall be deemed to be the date (on the basis of the financial statements for the most recently ended period of four quarters of the Borrower for which financial statements have been delivered) of execution of the definitive agreements for agreement with respect to such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if), after such ratios giving effect to the relevant Limited Condition Acquisition and other provisions are measured related incurrence of Indebtedness, on a Pro Forma Basis after giving effect to such Basis; provided, that, notwithstanding the foregoing, the Limited Condition Acquisition and the other Specified Transactions related Indebtedness to be entered into in connection therewith incurred (including and any incurrence of Indebtedness associated Lien) and the use of proceeds thereofthereof (and the consummation of any Acquisition or Investment) as if they occurred shall be deemed incurred and/or applied at the beginning of the applicable Test Period ending prior to the LCA Test Date, Date (until such time as the Borrower could have taken such action on Indebtedness is actually incurred or the relevant LCA Test Date in applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition) and outstanding thereafter for purposes of pro forma compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless any applicable calculation of the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Datefinancial covenants set forth in Section 8.11. For the avoidance of doubt, (x) if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA or the consolidated EBITDA of the Borrower and its Subsidiaries) target of any Limited Condition Acquisition), 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 relevant Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not to be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedtaken.

Limited Condition Acquisitions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any basket, financial ratio or test, (ii) the absence of a Default or an Event of Default or (iii) a determination as to whether the representations and warranties contained in this Agreement or any other Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assetsDocument, or determining other compliance with this Agreement (including the determination of compliance with which are contained in any provision of this Agreement which requires that no Default document furnished at any time under or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect), in each case in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, the relevant condition is continuing or would result therefrom or other applicable covenant shallsatisfied may be made, at the option election of the Borrower Borrower, (A) on the Borrower’s election date of the execution of the definitive agreement with respect to exercise such option Limited Condition Acquisition (such date, the “LCA Test Date”), or (B) on the date on which such Limited Condition Acquisition is consummated, in either case, after giving effect to the relevant Limited Condition Acquisition and any related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions related Indebtedness to be entered into incurred in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred thereof shall be deemed incurred and/or applied at the beginning of the applicable Test Period ending prior to the LCA Test DateDate (until such time as the Indebtedness is actually incurred or the applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition) and outstanding thereafter for purposes of determining Pro Forma Compliance with any financial ratio or test (it being understood and agreed that for purposes of determining Pro Forma Compliance in connection with the making of any Restricted Payment, the Borrower could have taken such action on the relevant LCA Test Date in shall demonstrate compliance with such ratios and provisions, such provisions shall be deemed the applicable test both after giving effect to have been complied with; provided that no such acquisition shall constitute a the applicable Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Dateand assuming that such transaction had not occurred). For the avoidance of doubt, (x) if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter exceeded or otherwise failed to have been complied with as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) EBITDA), at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions or amounts will not be deemed to have been exceeded or failed to be complied with as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Acquisition is permitted hereunder to be consummated or taken. It is understood and (yagreed that this Section 1.03(e) such ratios and other provisions shall not be tested at limit the time of consummation of such conditions set forth in Section 4.02 with respect to any proposed Credit Extension in connection with a Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedotherwise.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or (a) In connection with any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement action (including the determination incurrence of any Indebtedness or Liens or the making of any investments, Restricted Payments, Asset Sales or fundamental changes or the designation of any Person as an Unrestricted Subsidiary or as a Subsidiary) being taken in connection with a Limited Condition Acquisition, for purposes of (i) determining compliance with any provision of this Agreement which requires that no Default the calculation of the Senior Secured First Lien Leverage Ratio, the Total Secured Leverage Ratio, the Total Leverage Ratio or Event of Default has occurred, is continuing the Fixed Charge Coverage Ratio or would result therefrom, but excluding Section 4.02 to the extent (ii) testing baskets set forth therein) in connection with this Agreement (including baskets measured as a Specified Transaction undertaken percentage of Consolidated Total Assets), in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shalleach case, at the option of Holdings (and, if Holdings elects to exercise such option, such option shall be exercised on or prior to the Borrower date on which the definitive agreement for such Limited Condition Acquisition is executed) (the Borrower’s Holdings’ election to exercise such option in connection with any Limited Condition Acquisition, 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, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending prior to on the LCA Test Date, the Borrower Holdings could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if Holdings 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 in connection with any action taken with respect to such ratios Limited Condition Acquisition are exceeded as a result of fluctuations in any such ratio (or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of Holdings or the Borrower and its Subsidiaries) Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such baskets or ratios and other provisions will not be deemed not 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 an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedfluctuations.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary herein, when calculating any applicable ratio for purposes of determining (i) pro forma compliance with the Consolidated Secured Leverage Ratio or the Consolidated Leverage Ratio, (ii) the amount of any basket set forth in Section 7 which is based on a percentage of Consolidated EBITDA Total Assets or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no iii) whether a Default or Event of Default has occurredoccurred and is continuing, is continuing or would result therefromin each case, but excluding Section 4.02 required to the extent set forth therein) in connection with be satisfied under this Agreement as a Specified Transaction undertaken condition in connection with the consummation of a Limited Condition Acquisition, the date of such determination of such ratio or any basket based on Consolidated EBITDA or total assets, and 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 written election of the Parent Borrower (the Borrower’s with such election to exercise be made on or prior to, or reasonably promptly following, the date on which the definitive agreements for such option in connection with any Limited Condition Acquisition, Acquisition are executed by the parent Borrower or its applicable Restricted Subsidiary) (an “LCA Election”), be deemed to be the date time the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) ), in each case, as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test DateReference Period, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsand, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For for the avoidance of doubt, (x) if any of such ratios or amounts are exceeded following the LCA Test Date as a result of fluctuations in such ratio (or amount including due to fluctuations in Consolidated EBITDA of the Parent Borrower and its Subsidiaries) or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, 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 relevant transaction or action is permitted hereunder to be consummated or taken and (y) if any of such ratios or amounts improve following the LCA Test Date as a result of the information in the financial statements delivered pursuant to Section 6.1, the Parent Borrower may provide a written election to have such ratios recalculated as of the end of the fiscal quarter related to such financial statements for purposes of determining whether other transactions or actions are permitted to be consummated or taken from and other provisions shall not after such date; provided, in connection with an LCA Election, the Indebtedness (including any Indebtedness incurred pursuant to Section 2.25 or 7.2(n)) to be tested at incurred in connection with the time of consummation of such applicable Limited Condition Acquisition or related Specified Transactions. If (and any associated Lien) shall be deemed incurred at the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to (until such time as the earlier of Indebtedness is actually incurred or the date on which such applicable acquisition agreement is terminated without actually consummating the applicable Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming (in which case such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence of related Indebtedness will not be treated as having occurred)) and outstanding thereafter for purposes of pro forma compliance with any applicable ratios, tests or other baskets, as the use case may be (other than any ratio contained in Section 7.1, any determination of proceeds thereofthe Applicable Margin, or any ratios, tests or baskets relating to permitting Restricted Payments). The conditions set forth in Section 5.1 may, at the election of Parent Borrower for any Limited Condition Acquisition be limited to, with respect to Section 5.1(a), those customary specified or certain funds representations and, with respect to Section 5.1(b), the absence of any Event of Default under Section 8(a) have been consummatedor Section 8(f), as are the limited conditions to the applicable Limited Condition Acquisition.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when (a)(i) calculating any applicable ratio (other than the Minimum Consolidated Fixed Charge Coverage Ratio, the Maximum Consolidated Senior Net Leverage Ratio and the Maximum Consolidated Net Leverage Ratio, in each case as at the last day of any period of four consecutive trailing fiscal quarters of Holdings, as required by Section 7.1) or the use of any basket based on Consolidated EBITDA basket, (ii) determining the accuracy of the representations and warranties set forth in Section 4 hereof or total assets(iii) determining satisfaction of any conditions precedent, or (b) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which that requires that no Default or Event of Default has occurred, occurred is continuing or would result therefromtherefrom (other than a Default or Event of Default pursuant to Section 8.1(a) or (f)), but excluding Section 4.02 to the extent set forth thereinin each case of (a) and (b) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallsuch compliance will, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured ). If on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) calculated as if they such Limited Condition Acquisition and other transactions had occurred at the beginning of the applicable Test Period most recently ended period of four consecutive trailing fiscal quarters of Holdings ending prior to the LCA Test DateDate for which financial statements have been delivered pursuant to Section 6.1, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsthe applicable requirements, then such provisions shall will be deemed to have been complied with; provided that no , unless an Event of Default pursuant to Section 8.1(a) or (f) will be continuing on the date such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Dateis consummated. For the avoidance of doubt, (xi) 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 SubsidiariesAdjusted EBITDA) 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 (yii) such ratios and other provisions shall compliance with such conditions will not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactionstransactions, except that on such date an Event of Default pursuant to Section 8.1(a) or (f) may not be continuing. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall will be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) both (a) have not been consummated and (b) have been consummatedconsummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated or expires. Notwithstanding the foregoing, other than in connection with the creation of an additional tranche of Revolving Commitments in connection with a Limited Condition Acquisition as set forth in Section 2.27(a), the borrowing of any Revolving Loans in connection with a Limited Condition Acquisition shall be subject to the conditions set forth in Section 5.2.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary herein, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including to the determination of compliance with any provision extent that the terms of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 require measuring the relevant financial ratios and basket availability with respect to the extent set forth therein) incurrence of any Indebtedness or Liens or the making of any Investments, Restricted Payments or Dispositions in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, action is continuing or would result therefrom or other applicable covenant permitted hereunder shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date of execution of the definitive agreements for agreement with respect to such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if), after such ratios and other provisions are measured on a Pro Forma Basis if after giving effect to such the relevant Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) therewith, as if they had occurred at the beginning of the applicable Test Period ending prior to the LCA Test Dateon a Pro Forma Basis, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsfinancial ratio or basket, such provisions financial ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made an elected to apply the LCA Election Test Date for any Limited Condition Acquisition, then in connection with any subsequent calculation of any financial 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 (x) the date on which such Limited Condition Acquisition is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such financial ratio or basket availability shall be calculated (and tested) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Limited Condition Acquisitions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any basket, financial ratio or test (including any Consolidated Leverage Ratio test or any Consolidated Interest Coverage Ratio test), (ii) the absence of a Default or an Event of Default, or (iii) a determination as to whether the representations and warranties contained in this Agreement or any other Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assetsDocument, or determining other compliance with this Agreement (including the determination of compliance with which are contained in any provision of this Agreement which requires that no Default document furnished at any time under or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken herewith or therewith, shall be true and correct, in each case in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, the relevant condition is continuing or would result therefrom or other applicable covenant shallsatisfied may be made, at the option election of the Borrower Company, (A) on the Borrower’s election date of the execution of the definitive agreement with respect to exercise such option Limited Condition Acquisition (such date, the “LCA Test Date”), or (B) on the date on which such Limited Condition Acquisition is consummated, in either case, after giving effect to the relevant Limited Condition Acquisition and any related incurrence of Indebtedness, on a pro forma basis; provided, that, notwithstanding the foregoing, in connection with any Limited Condition Acquisition: (1) the condition set forth in clause (iii) of the definition of “Permitted Acquisition” shall be satisfied if (x) no Default shall have occurred and be continuing as of the applicable LCA Test Date, an “LCA Election”), and (y) no Specified Event of Default shall have occurred and be deemed to be continuing at the date the definitive agreements for time of consummation of such Limited Condition Acquisition, (2) if the proceeds of an Incremental Term Loan are being used to finance such Limited Condition Acquisition, then (x) the conditions set forth in Section 2.14(c)(1)(iii)(x) and Section 4.02(a) shall be required to be satisfied at the time of closing of the Limited Condition Acquisition are entered into and funding of such Incremental Term Loan but, if the lenders providing such Incremental Term Loan so agree, the representations and warranties which must be accurate at the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Loan may be limited to customary “specified representations” and such other fundamental representations and warranties as may be required by the lenders providing such Incremental Term Loan, and (y) the “conditions set forth in Section 2.14(a), Section 2.14(c)(1)(iii)(y) and Section 4.02(b) shall, if and to the extent the lenders providing such Incremental Term Loan so agree, be satisfied if (I) no Default or Event of Default shall have occurred and be continuing as of the applicable LCA Test Date”, and (II) no Specified Event of Default shall have occurred and if, after be continuing at the time of the funding of such ratios Incremental Term Loan in connection with the consummation of such Limited Condition Acquisition; and other provisions are measured on a Pro Forma Basis after giving effect to (3) such Limited Condition Acquisition and the other Specified Transactions related Indebtedness to be entered into incurred in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred thereof shall be deemed incurred and/or applied at the beginning of the applicable Test Period ending prior to the LCA Test Date, Date (until such time as the Borrower could have taken such action on Indebtedness is actually incurred or the relevant LCA Test Date in applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition) and outstanding thereafter for purposes of determining pro forma compliance with such ratios and provisionsany financial ratio or test (including any Consolidated Leverage Ratio test, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless any Consolidated Interest Coverage Ratio test, or any calculation of the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Datefinancial covenants set forth in Section 7.12). For the avoidance of doubt, (x) if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter exceeded or otherwise failed to have been complied with as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) or amount, at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions or amounts will not be deemed to have been exceeded or failed to be complied with as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Acquisition is permitted hereunder to be consummated or taken. Except as set forth in clause (2) in the proviso to the first sentence in this Section 1.03(e) in connection with the use of proceeds of an Incremental Term Loan to finance a Limited Condition Acquisition (and, in the case of such clause (2), only if and to the extent the lenders providing such Incremental Term Loan so agreed as provided in such clause (y2)), it is understood and agreed that this Section 1.03(e) such ratios and other provisions shall not be tested at limit the time of consummation of such conditions set forth in Section 4.02 with respect to any proposed Credit Extension, in connection with a Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedotherwise.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement (a) In the case of (i) the incurrence of any Indebtedness (other than Indebtedness under the Revolving Commitment or any Loan Document Incremental Facility, which shall remain subject to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance terms and conditions thereof with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 respect to the extent set forth thereinimpact, if any, of any Limited Condition Acquisition) or Liens or the making of any Investments (other than a Permitted Acquisition which shall remain subject to the terms and conditions thereof with respect to the impact, if any, of any Limited Condition Acquisition) or consolidations, mergers or other fundamental changes pursuant to Section 7.4 or Restricted Payments pursuant to Section 7.6 or Restricted Debt Payments pursuant to Section 7.19 or Dispositions pursuant to Section 7.5, in each case, in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionAcquisition or (ii) determining compliance with representations and warranties, the date occurrence of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing (other than a Default or would result therefrom or other applicable covenant shall, at the option Event of Default (solely with respect to the Borrower (the Borrower’s election to exercise such option or Holdings) under Section 8.1(a) or Section 8.1(f)) and/or compliance with any cap expressed as a percentage of Consolidated Adjusted EBITDA, in each case, in connection with a Limited Condition Acquisition (other than for purposes of the borrowing of Indebtedness under the Revolving Commitment or any Incremental Facility, each of which shall remain subject to the terms and conditions thereof with respect to the impact, if any, of any Limited Condition Acquisition, an “LCA Election”), at the Borrower’s option, the relevant ratios and baskets and whether any such action is permitted hereunder shall be deemed to be determined as of the date the a definitive agreements acquisition agreement for such Limited Condition Acquisition are entered into (the a “LCA Test DateLimited Condition Acquisition Agreement”) is entered into, and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to calculated as if such Limited Condition Acquisition (and the any other Specified Transactions to be entered into pending Limited Condition Acquisition) and other pro forma events in connection therewith (and in connection with any other pending Limited Condition Acquisition), including any the incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending Indebtedness, were consummated on or 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 withdate; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made such an LCA Election for any Limited Condition Acquisitionelection, then in connection with any subsequent the calculation of any ratio or basket availability with respect to the making of any other Specified Transaction Restricted Payments or Restricted Debt Payments on or following the relevant LCA Test Date such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement Limited Condition Acquisition Agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisitionterminated, any such ratio or basket shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition (and any other pending Limited Condition Acquisition) and other transactions pro forma events in connection therewith (and in connection with any other pending Limited Condition Acquisition), including any incurrence of Indebtedness Indebtedness, both have been consummated and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisitions. Notwithstanding anything (a) In connection with the incurrence of any Indebtedness (other than any Indebtedness under the Revolving Credit, including Incremental Revolving Credit Commitments) or Liens or the making of any Investments or the occurrence of any fundamental change, in this Agreement or each case, in connection with a Limited Condition Acquisition (any Loan Document to of the contraryforegoing, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assetsan “LCA Action” and collectively, or the “LCA Actions”), for purposes of (i) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event the calculation of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to any financial ratios (including the extent financial covenants set forth thereinin Section 7.7) or (ii) testing baskets set forth in connection with a Specified Transaction undertaken this Agreement, in connection with the consummation of a Limited Condition Acquisitioneach case, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and 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 (upon the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an (the “LCA Election”), be deemed ) by written notice to be the Administrative Agent on or prior to the date the definitive agreements for Limited Condition Acquisition Agreement with respect to such Limited Condition Acquisition are entered into is executed (the “LCA Test Date”) ), the date of determination of whether such LCA Action is permitted hereunder shall be the LCA Test Date, and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the applicable Test Period most recent four consecutive fiscal quarter period ending prior to the LCA Test DateDate for which the Loan Parties have delivered financial statements and the related Compliance Certificate pursuant to Section 6.1, the Borrower could have taken such action LCA Action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if the Borrower has made an LCA Election and any of such the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio (or basket, including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such baskets or 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 an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedfluctuations.

Limited Condition Acquisitions. Notwithstanding anything To the extent Section 2.16 requires (i) compliance on a Pro Forma Basis with the financial covenants set forth in this Agreement Section 8.11 or any Loan Document (ii) the absence of a Default as a condition precedent to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination availability of compliance with any provision of this Agreement which requires an Incremental Term Loan that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of be used to finance a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of as to the whether any Default or Event of Default has occurred, the relevant condition is continuing or would result therefrom or other applicable covenant satisfied (the “LCA Test Date”) shall, at the option election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date of execution of the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and ifAcquisition, after such ratios and other provisions are measured on a Pro Forma Basis immediately after giving effect to such Limited Condition Acquisition on a Pro Forma Basis and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied withfour fiscal quarter test period; provided that no such acquisition shall constitute a in connection with any Limited Condition Acquisition unless the Payment Conditions are satisfied on for which an LCA Election has been made, it shall be a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its Subsidiaries) at or prior condition 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 that, as of the date of such consummation, no Event of Default under Section 9.01(a), 9.01(f) or related Specified Transactions9.01(g) exists or would result therefrom. If the Borrower has made makes an LCA Election for any Limited Condition with respect to a particular Acquisition, then in connection with any subsequent calculation of any ratio ratio, test or basket availability with respect to any other Specified Transaction on or transaction following the relevant LCA Test Date for such Limited Condition Acquisition and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio ratio, test or basket shall be calculated required to be satisfied on a Pro Forma Basis (i) assuming that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated. For the avoidance of doubt, notwithstanding anything in this Section 1.03(d) to the contrary, the requirements of Section 5.02 are required to be satisfied in connection with any Credit Extensions (except as expressly provided in Section 2.16 in connection with an Incremental Term Loan).

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to (a) When calculating the contrary, when calculating any applicable ratio or availability under any basket based on Consolidated EBITDA or total assets, ratio under this Indenture or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) Indenture in connection with a Specified Transaction undertaken in connection with the consummation of a any Limited Condition AcquisitionTransaction and any actions or transactions related thereto (including acquisitions, Investments, the date incurrence or issuance of determination Indebtedness, Disqualified Stock or Preferred Stock and the use of such ratio or any basket based on Consolidated EBITDA or total assetsproceeds thereof, the incurrence of Liens, repayments, Restricted Payments and determination of whether any Default or Event of Default has occurredAsset Sales), is continuing or would result therefrom or other applicable covenant shallin each case, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisitionoption, an “LCA LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default)) under this Indenture shall be deemed to be the date (the “LCT Test Date”) the definitive agreements for such Limited Condition Acquisition Transaction are entered into (or, if applicable, the “LCA Test Date”) date of delivery of an irrevocable notice, declaration of a Restricted Payment or similar event), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition Transaction and the other Specified Transactions to be entered into in connection therewith any actions or transactions related thereto (including any acquisitions, Investments, the incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could incurrence of Liens, repayments, Restricted Payments and Asset Sales) and any related pro forma adjustments, the Company or any of its Restricted Subsidiaries would have taken been permitted to take such action actions or consummate such transactions on the relevant LCA LCT Test Date in compliance with such ratios ratio, test or basket (and provisionsany related requirements and conditions), such provisions ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied withwith (or satisfied) for all purposes (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued or incurred at the LCT Test Date or at any time thereafter); provided provided, however, that no (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Company may elect, in its sole discretion, to re-determine all such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis ratios, tests or baskets on the applicable LCA Test Date. For the avoidance of doubt, (x) if any basis of such ratios are exceeded as a result of fluctuations financial statements, in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisitionwhich case, such ratios and other provisions will not date of redetermination shall thereafter be deemed to have been exceeded as a result of such fluctuations solely be the applicable LCT Test Date for purposes of determining whether such ratios, tests or baskets, (b) except as contemplated in the Limited Condition Acquisition is permitted hereunder foregoing clause (a), compliance with such ratios, tests or baskets (and (yany related requirements and conditions) such ratios and other provisions shall not be determined or tested at any time after the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA applicable LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated and any actions or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith related thereto (including any acquisitions, Investments, the incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) have been consummatedand (c) Consolidated Interest Expense for purposes of the Fixed Charge Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Company in good faith.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or connection with a Limited Condition Acquisition for purposes of (a) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of the Consolidated Fixed Charge Coverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Leverage Ratio, or Event any other financial ratio hereunder or any testing of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent baskets set forth therein) in connection with a Specified Transaction undertaken this Agreement, in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shalleach case, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder (including the incurrence of any Indebtedness and the making of any Investment), shall be deemed to be the date on which the definitive agreements for such Limited Condition Acquisition are entered into (except as provided below, the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period most recent four consecutive fiscal quarters ending prior to the LCA Test DateDate for which consolidated financial statements of the Lead Borrower are available, the Lead Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided with and (b) determining compliance with any provisions of this Agreement which requires that no Default, Event of Default, Specified Default, or specified Event of Default, as applicable, has occurred, is continuing, or would result from any such acquisition action, as applicable, such condition shall constitute a Limited Condition Acquisition unless the Payment Conditions are be deemed satisfied on a Pro Forma Basis so long as no Default, Event of Default, Specified Default, or specified Event of Default, as applicable, exists on the applicable LCA Test Date. For the avoidance of doubt; provided, (x) if any of such ratios are exceeded as a result of fluctuations however, that, in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisitionall cases, 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 shall be consummated on or related Specified Transactionsbefore the date which is 180 days after the LCA Test Date (provided, however, that if such Limited Condition Acquisition shall not have been consummated on or before the such 180th day and the definitive documents for such Limited Condition Acquisition shall have neither been terminated nor expired, the Lead Borrower may elect to reset the LCA Test Date for such Limited Condition Acquisition so that the LCA Test for all purposes of this Section 1.11 relating to such Limited Condition Acquisition shall be the same date on which such 180-day period would have otherwise ended and, in such case, the LCA Test Date for such Limited Condition Acquisition shall be such reset LCA Test Date and all determinations made on the LCA Test Date under this Section 1.11 with respect to such Limited Condition Acquisition shall be made anew on such reset LCA Test Date, taking into account all facts and circumstances existing as of such reset LCA Test Date). If the Lead Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio ratio, test, or basket availability with respect to any other Specified Transaction on or transaction permitted hereunder (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or basket shall be calculated required to be satisfied on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereofthereof or the making of any Investment) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event the calculation of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionConsolidated Leverage Ratio, the date of determination of such Consolidated Fixed Charge Coverage Ratio or any other financial ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallmetric, at the option of the Borrower (and, if the Borrower elects to exercise such option, such option shall be exercised on or prior to the date on which the definitive agreement for such Limited Condition Acquisition is executed) (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), then notwithstanding anything else to the contrary contained in this Agreement, 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, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending most recent period of four fiscal quarters then ended prior to the LCA Test DateDate for which consolidated financial statements of Holdings are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness, the grant of Liens, or the making of Restricted Payments, Dispositions, mergers and consolidations or other transfer of all or substantially all of the assets of any other Specified Transaction Loan Party or any Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any basket, financial ratio or test (including any Consolidated Leverage Ratio test or any Consolidated Fixed Charge Coverage Ratio test), (ii) the absence of a Default or an Event of Default, or (iii) a determination as to whether the representations and warranties contained in this Agreement or any other Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assetsDocument, or determining other compliance with this Agreement (including the determination of compliance with which are contained in any provision of this Agreement which requires that no Default document furnished at any time under or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect), in each case in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and ​ ​ ​ determination of whether any Default or Event of Default has occurred, the relevant condition is continuing or would result therefrom or other applicable covenant shallsatisfied may be made, at the option election of the Borrower Borrower, on the date of the execution of the Limited Condition Acquisition Agreement with respect to such Limited Condition Acquisition (such date, the Borrower’s election “LCA Test Date”), after giving effect to exercise such option the relevant Limited Condition Acquisition and any related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, in connection with any Limited Condition Acquisition: (A) the condition set forth in clause (a) of the proviso to the definition of “Permitted Acquisition” shall be satisfied if (1) no Default shall have occurred and be continuing as of the applicable LCA Test Date, an “LCA Election”), and (2) no Specified Event of Default shall have occurred and be deemed to be continuing at the date the definitive agreements for time of consummation of such Limited Condition Acquisition Acquisition; (B) if the proceeds of an Incremental Term Facility are entered into being used to finance such Limited Condition Acquisition, then (1) the “LCA Test Date”conditions set forth in Section 2.02(g)(ii)(E) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect Section 4.02(a) shall be required to such be satisfied at the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Facility but, if the Incremental Term Lenders providing such Incremental Term Facility so agree, the representations and warranties which must be accurate at the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Facility may be limited to customary “specified representations,” customary “specified acquisition agreement representations,” and such other representations and warranties as may be required by the Incremental Term Lenders providing such Incremental Term Facility, and (2) the conditions set forth in Section 2.02(g)(ii)(B) and Section 4.02(b) shall, if and to the extent the Incremental Term Lenders providing such Incremental Term Facility so agree, be satisfied if (x) no Default shall have occurred and be continuing as of the applicable LCA Test Date, and (y) no Specified Transactions Event of Default shall have occurred and be continuing at the time of the funding of such Incremental Term Facility in connection with the consummation of such Limited Condition Acquisition; and (C) such Limited Condition Acquisition, any related pro forma adjustments, and the related Indebtedness to be entered into incurred in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions thereof shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on consummated, made, incurred and/or applied at the applicable LCA Test DateDate (until such time as the Indebtedness is actually incurred or the applicable Limited Condition Acquisition Agreement is terminated without actually consummating the applicable Limited Condition Acquisition) and outstanding thereafter for purposes of determining Pro Forma Compliance (other than for purposes of determining Pro Forma Compliance in connection with the making of any Restricted Payment or the making of any Junior Debt Payment) with any financial ratio or test (including any Consolidated Leverage Ratio test, any Consolidated Fixed Charge Coverage Ratio test, or any calculation of the financial covenants set forth in Section 7.11) (it being understood and agreed that for purposes of determining Pro Forma Compliance in connection with the making of any Restricted Payment or the making of any Junior Debt Payment, the Borrower shall demonstrate compliance with the applicable test both after giving effect to the applicable Limited Condition Acquisition and assuming that such transaction has not occurred). For the avoidance of doubt, (x) if any of such ratios or amounts for which compliance was determined or tested as of the applicable LCA Test Date are thereafter exceeded or otherwise failed to have been complied with as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) EBITDA), at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions or amounts will not be deemed to have been exceeded or failed to be complied with as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Acquisition is permitted hereunder to be consummated. Except as set forth in clause (B) in the proviso to the first sentence in this Section 1.03(e) in connection with the use of the proceeds of an Incremental Term Facility to finance a Limited Condition Acquisition (and, in the case of such clause (B), only if and to the extent the Incremental Term Lenders providing such Incremental Term Facility so agree as provided in such clause (yB)), it is understood and agreed that this Section 1.03(e) such ratios and other provisions shall not be tested at limit the time of consummation of such conditions set forth in Section 4.02 with respect to any proposed Credit Extension, in connection with a Limited Condition Acquisition or related Specified Transactionsotherwise. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.​ ​ ​ ​

Limited Condition Acquisitions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (a) compliance with any basket, financial ratio or test (including any Consolidated Total Leverage Ratio, Consolidated First Lien Leverage Ratio or Consolidated Senior Secured Leverage Ratio test), (b) the absence of a Default or an Event of Default, or (c) a determination as to whether the representations and warranties contained in this Agreement or any other Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assetsDocument, or determining other compliance with this Agreement (including the determination of compliance with which are contained in any provision of this Agreement which requires that no Default document furnished at any time under or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken herewith or therewith, shall be true and correct in all material respects (or, in all respects, if already qualified by materiality), in each case, in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, the relevant condition is continuing or would result therefrom or other applicable covenant shallsatisfied may be made, at the option election of the Borrower Borrower, (A) on the Borrower’s election date of the execution of the definitive agreement with respect to exercise such option Limited Condition Acquisition (such date, the “LCA Test Date”), or (B) on the date on which such Limited Condition Acquisition is consummated, in either case, after giving effect to the relevant Limited Condition Acquisition and any related incurrence of Indebtedness (other than Revolving Loans), on a Pro Forma Basis; provided that, notwithstanding the foregoing, in connection with any Limited Condition Acquisition: (1) (A) the condition set forth in clause (iv)(C) of the proviso to the definition of “Permitted Acquisition” shall be satisfied if (x) no Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, an “LCA Election”), and (y) no Specified Event of Default shall have occurred and be deemed to be continuing at the date the definitive agreements for time of consummation of such Limited Condition Acquisition, and (B) the condition set forth in clause (v) of the proviso to the definition of “Permitted Acquisition” shall be required to be satisfied at the time of closing of the Limited Condition Acquisition but the representations and warranties which must be accurate at the time of closing of the Limited Condition Acquisition may be limited to customary “specified representations”; (2) if the proceeds of an Incremental Term Loan established under Section 2.1(d)(iii) are entered into being used to finance such Limited Condition Acquisition, then (x) the conditions set forth in clause (F)(1) of the proviso to Section 2.1(d)(iii) shall be required to be satisfied at the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Loan but, if the lenders providing such Incremental Term Loan so agree, the representations and warranties which must be accurate at the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Loan may be limited to customary “specified representations” and such other representations and warranties as may be required by the lenders providing such Incremental Term Loan, and (y) the conditions set forth in clauses (B) and (F)(2) of the proviso to Section 2.1(d)(iii) shall, if and to the extent the lenders providing such Incremental Term Loan so agree, be satisfied if (I) no Event of Default shall have occurred and be continuing as of the applicable LCA Test Date”, and (II) no Specified Event of Default shall have occurred and ifbe continuing at the time of the funding of such Incremental Term Loan in connection with the consummation of such Limited Condition Acquisition; (3) if the proceeds of any Incremental Equivalent Debt are being used to finance such Limited Condition Acquisition, after then (x) the conditions set forth in clause (i) of the proviso to the definition of “Incremental Equivalent Debt” shall be required to be satisfied at the time of closing of the Limited Condition Acquisition and funding of such ratios Incremental Equivalent Debt but, if the lenders providing such Incremental Equivalent Debt so agree, the representations and warranties which must be accurate at the time of closing of the Limited Condition Acquisition and funding of such Incremental Equivalent Debt may be limited to customary “specified representations” and such other provisions are measured on a Pro Forma Basis after giving effect representations and warranties as may be required by the lenders providing such Incremental Equivalent Debt, and (y) the conditions set forth in clause (b) of the proviso to the definition of “Incremental Equivalent Debt” shall, if and to the extent the lenders providing such Incremental Equivalent Debt so agree, be satisfied if (I) no Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, and (II) no Specified Event of Default shall have occurred and be continuing at the time of the funding of such Incremental Equivalent Debt in connection with the consummation of such Limited Condition Acquisition; and (4) such Limited Condition Acquisition and the other Specified Transactions related Indebtedness to be entered into incurred in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred thereof shall be deemed incurred and/or applied at the beginning of the applicable Test Period ending prior to the LCA Test Date, Date (until such time as the Borrower could have taken such action on Indebtedness is actually incurred or the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition unless Acquisition) and outstanding thereafter for purposes of determining compliance (other than in connection with the Payment Conditions are satisfied making of any Restricted Payment) with any financial ratio or test on a Pro Forma Basis (including any Consolidated Total Leverage Ratio, Consolidated First Lien Leverage Ratio or Consolidated Senior Secured Leverage Ratio test, or any calculation of the financial covenants set forth in Section 8.8) (it being understood and agreed that for purposes of determining compliance with any financial ratio or test on a Pro Forma Basis in connection with the making of any Restricted Payment, the Borrower shall demonstrate compliance with the applicable LCA Test Datetest both after giving effect to the applicable Limited Condition Acquisition and assuming that such acquisition had not occurred). For the avoidance of doubt, (x) if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter exceeded or otherwise failed to have been complied with as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) EBITDA), at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions or amounts will not be deemed to have been exceeded or failed to be complied with as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Acquisition is permitted hereunder to be consummated or taken. Except as set forth in clauses (2) and (y3) in the proviso to the first sentence in this Section 1.4 in connection with the use of the proceeds of an Incremental Term Loan or Incremental Equivalent Debt to finance a Limited Condition Acquisition (and, in the case of such ratios clauses (2) and other provisions (3), only if and to the extent the lenders providing such Incremental Term Loan or such Incremental Equivalent Debt, as applicable, so agree as provided in such clause (2) or clause (3), as applicable), it is understood and agreed that this Section 1.4 shall not be tested at limit the time of consummation of such conditions set forth in Section 5.2 with respect to any proposed Credit Extension, in connection with a Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedotherwise.

Limited Condition Acquisitions. Notwithstanding anything In the event that the Borrower notifies the Administrative Agent in writing that any proposed Acquisition is a Limited Condition Acquisition and that the Borrower wishes to test the conditions to such Limited Condition Acquisition and any Indebtedness (other than Revolving Credit Loans) that is to be used to finance such Limited Condition Acquisition and the related transaction costs and expenses associated with such Limited Condition Acquisition in accordance with this Agreement or Section 1.12, then, so long as agreed to by the lenders providing such Indebtedness, the following provisions shall apply: (a) any Loan Document condition to the contrary, when calculating any applicable ratio consummation of such Limited Condition Acquisition or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination incurrence of compliance with any provision of this Agreement which such Indebtedness that requires that no Default or Event of Default has occurred, is shall have occurred and be continuing or would result therefrom, but excluding Section 4.02 to at the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation time of a such Limited Condition Acquisition, Acquisition or the date of determination incurrence of such ratio or any basket based on Consolidated EBITDA or total assetsIndebtedness, and determination of whether any shall be satisfied if (i) no Default or Event of Default has occurredshall have occurred and be continuing at the time of the execution of the definitive purchase agreement, is continuing or would result therefrom merger agreement or 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, an “LCA Election”), be deemed to be the date the definitive agreements for acquisition agreement governing such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if(ii) no Event of Default under any of Section 9.1(a), 9.1(b), 9.1(i) or 9.1(j) shall have occurred and be continuing both immediately before and immediately after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to the consummation of such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of such Indebtedness; (b) any condition to the consummation of such Limited Condition Acquisition or the incurrence of such Indebtedness that the representations and warranties in this Agreement and the use other Loan Documents shall be true and correct at the time of proceeds thereofconsummation of such Limited Condition Acquisition or the incurrence of such Indebtedness shall be deemed satisfied if (i) all representations and warranties in this Agreement and the other 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 applicable Test Period ending prior to the LCA Test Date, or if such representation speaks as of an earlier date, as of such earlier date and (ii) as of the Borrower could have taken date of consummation of such action on Limited Condition Acquisition, (A) the representations and warranties under the relevant LCA Test Date in compliance with definitive agreement governing such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless as are material to the Payment Conditions lenders providing such Indebtedness shall be true and correct, but only to the extent that the Borrower 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) certain of the representations and warranties in this Agreement and the other Loan Documents which are satisfied on a Pro Forma Basis on customary for similar “funds certain” financings and required by the applicable lenders providing such Indebtedness 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 Test Date. For , 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, (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) 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 (yi) such ratios and other provisions 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 related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or conditions are not met following the relevant LCA Test Date and Date, but prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.36 103755581_3 119311063_5

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event the calculation of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition AcquisitionConsolidated Senior Secured Leverage Ratio, the date of determination of such Consolidated Total Leverage Ratio, the Consolidated Interest Coverage Ratio or any other financial ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallmetric, at the option of the Borrower (and, if the Borrower elects to exercise such option, such option shall be exercised on or prior to the date on which the definitive agreement for such Limited Condition Acquisition is executed) (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), then notwithstanding anything else to the contrary contained in this Agreement, 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, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending most recent period of four fiscal quarters then ended prior to the LCA Test DateDate for which consolidated financial statements of Holdings are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness, the grant of Liens, or the making of Investments, Restricted Payments, Dispositions, mergers and consolidations or other transfer of all or substantially all of the assets of any other Specified Transaction Loan Party or any Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming both that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and have not been consummated.

Limited Condition Acquisitions. Notwithstanding anything to the contrary in this Agreement or any Loan Document Agreement, solely for purposes of (i) measuring the relevant financial ratios and basket availability with respect to the contrary, when calculating incurrence of any applicable ratio Indebtedness (including any Incremental Facilities) or Liens or the making of any basket based on Consolidated EBITDA Investments or total assets, Restricted Junior Payments or (ii) determining other compliance with this Agreement (including the determination representations and warranties or the occurrence of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurredDefault, is continuing or would result therefromin each case, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection Limited Condition Acquisition, if Borrower has made an LCA Election with the consummation of a respect to such Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, such action is continuing or would result therefrom or 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, an “LCA Election”), permitted hereunder shall be deemed to be the date on which the definitive agreements for documentation with respect to such Limited Condition Acquisition are is entered into (the “LCA Test Date”) and and, if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period most recent Fiscal Quarter ending prior to the LCA Test Date, the a Default or Event of Default shall not then have occurred and be continuing and Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsfinancial ratio, basket, representation or warranty, such provisions financial ratio, basket, representation or warranty and such condition with respect to the lack of Default or Event of Default shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any financial 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 (x) the date on which such Limited Condition Acquisition is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such financial ratio or basket availability shall be calculated (and tested) (I) on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated and (II) with respect to the making of any Restricted Junior Payments, on a standalone basis without giving effect to such Limited Condition Acquisition and other transactions in connection therewith.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document Indenture to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement Indenture (including the determination of compliance with any provision of this Agreement Indenture which requires that no Default or Event of Default has occurred, occurred and is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shalltherefrom, may, at the option of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness Debt and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period four consecutive fiscal quarter period for which internal financial statements are available at such time ending prior to the LCA Test Date, the Borrower Company or the applicable Restricted Subsidiary could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such ratios and provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its SubsidiariesCompany) 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 Transactionsspecified transactions. If the Borrower Company has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated (1) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence Incurrence of Indebtedness Debt and the use of proceeds thereof) have been consummatedconsummated and (2) on a Pro Forma Basis but without giving effect to such Limited Condition Acquisition and other transactions in connection therewith (including any Incurrence of Debt and use of proceeds thereof).

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document Indenture to the contrary, when calculating any applicable ratio the Fixed Charge Coverage Ratio, the Consolidated Total Leverage Ratio, the Xxxxxxx- dated Senior Priority Secured Leverage Ratio or any basket based on the Consolidated EBITDA or total assetsTotal Secured Leverage Ratio, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurredas applicable, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in each case in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and of any default or any basket based on Consolidated EBITDA or total assets, and determination event of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant default blocker shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionIssuer, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured shall be calculated on a Pro Forma Basis pro forma basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Datefour-quarter reference period, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsand, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For 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 Borrower and its SubsidiariesIssuer or the target compa- ny) at or prior to the consummation of the relevant Limited Condition AcquisitionAcquisition and the Issuer has elected to test such ratios on the date the definitive agreements for such Limited Condition Acquisition are entered into, 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 con- summation of such Limited Condition Acquisition or related Specified Transactions. If transactions; provided further, that if the Borrower has made an LCA Election for Issuer elects to have such determinations occur at the time of entry into such definitive agreement, any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect such transactions shall be deemed to any other Specified Transaction have occurred on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreements are entered and outstanding thereafter for purposes of calculating any ratios under this Indenture after the date that of such agreement and before the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionAcquisition and to the extent baskets were utilized in satisfying any covenants, any such ratio or basket baskets shall be calculated on a Pro Forma Basis assuming deemed utilized, but any calculation of Total Assets or Consolidated Net Income for purposes of other incurrenc- es of Indebtedness or Liens or making of Restricted Payments (not related to such Limited Condition Acquisition) shall not reflect such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummateduntil it is closed.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document herein to the contrary, when calculating with respect to any applicable ratio or Limited Condition Acquisition and any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Pro Forma Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) be made in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and 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 (the BorrowerCompany’s election to exercise such option in connection with option, any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements Senior Secured Leverage Ratio or Interest Coverage Ratio test or dollar threshold required for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 such other transaction shall be determined, and any Default or Event of Default blocker shall be tested, as of the Borrower date the definitive acquisition agreement for such Limited Condition Acquisition is entered into and calculated as if such Limited Condition Acquisition and other Pro Forma Events in connection therewith were consummated on such date; provided that if the Company has made such an LCA Election for any Limited Condition Acquisitionelection, then in connection with measuring compliance with any subsequent calculation Section of any ratio or basket availability with respect to any other Specified Transaction on or Article VI following the relevant LCA Test Date such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisitionterminated, any such ratio Senior Secured Leverage Ratio or basket Interest Coverage Ratio shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions Pro Forma Events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated, except that (other than solely with respect to the incurrence test under which such 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 determination of the relevant ratios and baskets if and when such Limited Condition Acquisition has closed.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement In the case of the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under the Revolving Credit Facility and the Term Facility but including any Incremental Term Loans) or Liens or the making of any Loan Document to the contraryPermitted Acquisitions or other Investments, when calculating any applicable ratio Restricted Payments, prepayments of certain specified Indebtedness or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) Dispositions in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, at the date of determination of such ratio or any Borrower’s option, the relevant ratios, baskets (including the applicable Reference Period used to determine the basket based on Consolidated EBITDA or total assetsunder Section 2.16(a)), representations and warranties shall be determined, and determination of whether any Default or Event of Default has occurredblocker shall be tested, is continuing or would result therefrom or other applicable covenant shall, at the option as of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into (and calculated as if the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into pro forma events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could have taken were consummated on such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied withdate; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made such an LCA Election for any Limited Condition Acquisitionelection, then in connection with any subsequent the calculation of any ratio or basket availability with respect to the incurrence of Indebtedness (including any Incremental Facilities) or Liens, or the making of any Permitted Acquisition or other Specified Transaction Investments, Restricted Payments, prepayments of certain specified Indebtedness or Dispositions on or following the relevant LCA Test Date such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisitionterminated, any such ratio or basket shall be calculated (x) on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions pro forma events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereofIndebtedness) have been consummatedconsummated and (y) for Restricted Payments and prepayments of Indebtedness only, without giving effect to such Limited Condition Acquisition (provided that this clause (y) shall not apply to any calculation of any ratio or basket during such period in connection with a Permitted Acquisition).

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary herein, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement for purposes of (i) measuring the relevant ratios (including the determination Senior Secured Net Leverage Ratio (including, without limitation, for purposes of determining pro forma compliance with the Financial Covenant as a condition to effecting any provision such transaction) and the Total Net Leverage Ratio) and baskets (including baskets measured as a percentage of this Agreement which requires that no EBITDA or Consolidated Total Assets) with respect to the incurrence of any Indebtedness or Liens or the making of any Permitted Acquisitions or other similar investments, or (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default has occurredDefault, is continuing or would result therefromin the case of clauses (i) and (ii), but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection Limited Condition Acquisition, if the Borrower has made an LCT Election with the consummation of a respect to such Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event such action is permitted hereunder (including, in the case of Default has occurredcalculating EBITDA, is continuing or would result therefrom or other applicable covenant shall, at the option reference date for determining which Reference Period shall be the most recently ended Reference Period for purposes of the Borrower (the Borrower’s election to exercise making such option in connection with any Limited Condition Acquisition, an “LCA Election”), calculation) shall be deemed to be the date the definitive agreements for (or in the case of an Limited Condition Acquisition that involves some other manner of establishing a binding obligation under local law, such other binding obligations to consummate) such Limited Condition Acquisition are entered into (the “LCA LCT Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness 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 applicable Test last day of, the most recent Reference Period ending prior to the LCA LCT Test Date, the Borrower Loan Parties could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios ratio, basket, representation and provisionswarranty, or Event of Default “blocker” such provisions ratio, basket, or representation and warranty or Event of Default “blocker” shall be deemed to have been complied with; provided that with (and no Default or Event of Default shall be deemed to have arisen thereafter with respect to such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Datefrom any such failure to comply with such ratio, basket, or representation and warranty). For the avoidance of doubt, (x) if the Borrower has made an LCT Election and any of such ratios are exceeded the ratios, baskets, Default or Event of Default “blockers” or representations and warranties for which compliance was determined or tested as of the LCT Test Date would thereafter have failed to have been satisfied as a result of fluctuations in any such ratio (or basket, including due to fluctuations in EBITDA, Unrestricted Cash and Cash Equivalents, Total Funded Indebtedness or Consolidated EBITDA of the Borrower and its Subsidiaries) Total Assets or otherwise, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such baskets, ratios or representations and other provisions warranties will not be deemed to have failed to have been exceeded satisfied 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 an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.or

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any other basket based on Consolidated EBITDA or total assetsEBITDA, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding determination of compliance with Section 4.02 to 5.02 in accordance with the extent set forth thereinterms thereof) in connection with a Specified LCA Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or the amount or availability of any basket based on Consolidated EBITDA or total assetsEBITDA, and 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 (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified LCA Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its Subsidiariesor the target of such Limited Condition Acquisition) 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 LCA Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified LCA Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such prior Limited Condition Acquisition is consummated or the date that the definitive agreement for such prior Limited Condition Transaction Acquisition is terminated or expires without consummation of such prior Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such prior Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.. Notwithstanding the foregoing, nothing contained in this Section 1.07 shall modify the requirements contained in Section 5.02, except as stated explicitly therein. SILICON LABORATORIES INC. THIRD AMENDMENT TO CREDIT AGREEMENT

Limited Condition Acquisitions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (a) compliance with any basket, financial ratio or test (including any Consolidated Total Leverage Ratio test), (b) the absence of a Default or an Event of Default, or (c) a determination as to whether the representations and warranties contained in this Agreement or any other Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assetsDocument, or determining other compliance with this Agreement (including the determination of compliance with which are contained in any provision of this Agreement which requires that no Default document furnished at any time under or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken herewith or therewith, shall be true and correct in all material respects (or, in all respects, if already qualified by materiality), in each case, in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, the relevant condition is continuing or would result therefrom or other applicable covenant shallsatisfied may be made, at the option election of the Borrower Borrower, (A) on the Borrower’s election date of the execution of the definitive agreement with respect to exercise such option Limited Condition Acquisition (such date, the “LCA Test Date”), or (B) on the date on which such Limited Condition Acquisition is consummated, in either case, after giving effect to the relevant Limited Condition Acquisition and any related incurrence of Indebtedness (other than Revolving Loans), on a Pro Forma Basis; provided that, notwithstanding the foregoing, in connection with any Limited Condition Acquisition: (1) (A) the condition set forth in clause (vi)(C) of the proviso to the definition of “Permitted Acquisition” shall be satisfied if (x) no Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, an “LCA Election”), and (y) no Specified Event of Default shall have occurred and be deemed to be continuing at the date the definitive agreements for time of consummation of such Limited Condition Acquisition, and (B) the condition set forth in clause (vi) of the proviso to the definition of “Permitted Acquisition” shall be required to be satisfied at the time of closing of the Limited Condition Acquisition but the representations and warranties which must be accurate at the time of closing of the Limited Condition Acquisition may be limited to customary “specified representations”; (2) if the proceeds of an additional Term Loan established under Section 2.1(d)(iii) are entered into being used to finance such Limited Condition Acquisition, then (x) the conditions set forth in clause (F)(1) of the proviso to Section 2.1(d)(iii) shall be required to be satisfied at the time of closing of the Limited Condition Acquisition and funding of such additional Term Loan but, if the lenders providing such additional Term Loan so agree, the representations and warranties which must be accurate at the time of closing of the Limited Condition Acquisition and funding of such additional Term Loan may be limited to customary “specified representations” and such other representations and warranties as may be required by the lenders providing such additional Term Loan, and (y) the conditions set forth in clause (F)(2) of the proviso to Section 2.1(d)(iii) shall, if and to the extent the lenders providing such additional Term Loan so agree, be satisfied if (I) no Default or Event of Default shall have occurred and be continuing as of the applicable LCA Test Date”, and (II) no Specified Event of Default shall have occurred and ifbe continuing at the time of the funding of such additional Term Loan in connection with the consummation of such Limited Condition Acquisition; (3) if the proceeds of any Incremental Equivalent Debt are being used to finance such Limited Condition Acquisition, after then (x) the conditions set forth in clause (i) of the proviso to the definition of “Incremental Equivalent Debt” shall be required to be satisfied at the time of closing of the Limited Condition Acquisition and funding of such ratios Incremental Equivalent Debt but, if the lenders providing such Incremental Equivalent Debt so agree, the representations and warranties which must be accurate at the time of closing of the Limited Condition Acquisition and funding of such Incremental Equivalent Debt may be limited to customary “specified representations” and such other provisions are measured on a Pro Forma Basis after giving effect representations and warranties as may be required by the lenders providing such Incremental Equivalent Debt, and (y) the conditions set forth in clause (b) of the proviso to the definition of “Incremental Equivalent Debt” shall, if and to the extent the lenders providing such Incremental Equivalent Debt so agree, be satisfied if (I) no Default or Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, and (II) no Specified Event of Default shall have occurred and be continuing at the time of the funding of such Incremental Equivalent Debt in connection with the consummation of such Limited Condition Acquisition; and (4) such Limited Condition Acquisition and the other Specified Transactions related Indebtedness to be entered into incurred in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred thereof shall be deemed incurred and/or applied at the beginning of the applicable Test Period ending prior to the LCA Test Date, Date (until such time as the Borrower could have taken such action on Indebtedness is actually incurred or the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition unless Acquisition) and outstanding thereafter for purposes of determining compliance (other than in connection with the Payment Conditions are satisfied making of any Restricted Payment) with any financial ratio or test on a Pro Forma Basis (including any Consolidated Total Leverage Ratio test, or any calculation of the financial covenants set forth in Section 8.8) (it being understood and agreed that for purposes of determining compliance with any financial ratio or test on a Pro Forma Basis in connection with the making of any Restricted Payment, the Borrower shall demonstrate compliance with the applicable LCA Test Datetest both after giving effect to the applicable Limited Condition Acquisition and assuming that such acquisition had not occurred). For the avoidance of doubt, (x) if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter exceeded or otherwise failed to have been complied with as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) EBITDA), at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions or amounts will not be deemed to have been exceeded or failed to be complied with as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Acquisition is permitted hereunder to be consummated or taken. Except as set forth in clauses (2) and (y3) in the proviso to the first sentence in this Section 1.4 in connection with the use of the proceeds of an additional Term Loan or Incremental Equivalent Debt to finance a Limited Condition Acquisition (and, in the case of such ratios clauses (2) and other provisions (3), only if and to the extent the lenders providing such additional Term Loan or such Incremental Equivalent Debt, as applicable, so agree as provided in such clause (2) or clause (3), as applicable), it is understood and agreed that this Section 1.4 shall not be tested at limit the time of consummation of such conditions set forth in Section 5.2 with respect to any proposed Credit Extension, in connection with a Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedotherwise.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of Consolidated EBITDA, Consolidated Total Leverage Ratio, Consolidated Borrower Leverage Ratio, Consolidated Fixed Charge Coverage Ratio or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such any other financial ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shallmetric, at the option of the Borrower (and, if the Borrower elects to exercise such option, such option shall be exercised on or prior to the date on which the definitive agreement for such Limited Condition Acquisition is executed) (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), then notwithstanding anything else to the contrary contained in this Agreement, 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, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test Period ending most recent period of four fiscal quarters then ended prior to the LCA Test DateDate for which consolidated financial statements of the Borrower are available, 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; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisitionbasket, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.deemed to

Limited Condition Acquisitions. Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement require (including the determination of i) compliance with any provision financial covenant ratio or test (including any Consolidated Senior Secured Leverage Ratio test, Consolidated Total Leverage Ratio test or any Consolidated Fixed Charge Coverage Ratio test) or (ii) the absence of this Agreement which requires that no a Default or Event of Default has occurred(or any type of Default or Event of Default), is continuing or would result therefrom, but excluding Section 4.02 as a condition to the extent set forth therein) making of any Limited Condition Acquisition or incurrence of Indebtedness in connection therewith, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Reference Period at the time of and assuming the full drawing under any Revolving Loan increase) the execution of the definitive agreement with a Specified Transaction undertaken in connection with the consummation of a respect to such Limited Condition Acquisition, after giving effect to the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and 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 (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such relevant Limited Condition Acquisition are entered into and related incurrence of Indebtedness, on a pro forma basis (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date). 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 Borrower and its 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 made an LCA Election for any Limited Condition Acquisition, then in In connection with any subsequent calculation of any financial covenant ratio or basket availability with respect to any other Specified Transaction test on or following the relevant LCA Test Date Date, and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket test shall be calculated on (A) a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other any transactions in connection therewith (including any incurrence of Indebtedness Indebtedness, Liens and the use of proceeds thereof) have has been consummated, and also on (B) a standalone basis without giving effect to such Limited Condition Acquisition and any such transactions in connection therewith. In addition, in the case of any Revolving Loan and/or Incremental Term Loan obtained for the purposes of financing a Limited Condition Acquisition, the only representations and warranties the accuracy of which shall be a condition to funding such Revolving Loan and/or Incremental Term Loan shall be (I) the Specified Representations and (II) the representations and warranties made by the sellers or by or on behalf of the applicable target in the purchase, acquisition or similar agreement governing such acquisition as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s applicable Affiliates or Subsidiaries) has the right (determined without regard to any notice requirement) not to consummate or the right to terminate (or cause the termination of) the Borrower’s (or such Affiliates’ or Subsidiaries’) obligations under such purchase, acquisition or other agreement as a result of a breach of such representations or warranties in such purchase, acquisition or other agreement (or the failure of 4832-2498-4973 such representations or warranties to be accurate or to satisfy the closing conditions in such purchase, acquisition or other agreement applicable to such representations or warranties).

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken solely in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of (i) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement the Loan Documents which requires the calculation of the Debt-Cap Ratio, the Secured Gross Leverage Ratio, the Total Net Leverage or the Interest Coverage Ratio; (ii) determining (A) the accuracy of representations and warranties in Section 4.01 (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 no 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, notwithstanding anything herein to the contrary, shall be required to be accurate as of the date of the consummation of any Limited Condition Acquisition)), and/or (B) whether a Default or Event of Default (other than a Specified Event of Default (the absence of which, notwithstanding anything herein to the contrary, shall be required on the date of the consummation of such Limited Condition Acquisition)) has occurred, occurred and is continuing or would result therefrom, but excluding Section 4.02 to the extent ; or (iii) testing availability under baskets set forth therein) in connection with a Specified Transaction undertaken the Loan Documents; in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shalleach case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted under the Loan Documents, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test most recent Measurement 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 and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if the Borrower has made an LCA Election for any Limited Condition Acquisition and any of such the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded or otherwise non-compliant as a result of fluctuations in any such ratio (or basket, including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) or the Person subject to such Limited Condition Acquisition or any applicable currency exchange rate, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such ratios and other provisions baskets, ratios, metrics or thresholds will not be deemed to have been exceeded or non-compliant as a result of such fluctuations solely for purposes of determining whether compliance of the Limited Condition Acquisition is permitted hereunder and (y) relevant transaction or action with such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition provisions, baskets or related Specified Transactionsthresholds. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction with, 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 Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on (A) a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated until such time as the Limited Condition Acquisition has been consummated or the definitive agreement with respect thereto has been terminated or expires and (B) on a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith.

Limited Condition Acquisitions. Notwithstanding anything In the event that the Company notifies the Administrative Agent in this Agreement or writing that any Loan Document proposed Acquisition is a Limited Condition Acquisition and that the Company wishes to test the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance conditions to such Acquisition and the Indebtedness that is to be used to finance such Acquisition in accordance with this Agreement Section 1.09 (including but subject, if applicable, to Section 2.16), then the determination of compliance with following provisions shall apply: (a) any provision of this Agreement which condition to such Limited Condition Acquisition or such Indebtedness that requires that no Default or Event of Default has occurred, is shall have occurred and be continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and 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 time of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into or the incurrence of such Indebtedness, shall be satisfied if (i) no 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 if, after such ratios (ii) no Default under any of Section 8.01(a) or 8.01(f) shall have occurred and other provisions are measured on a Pro Forma Basis be continuing both immediately before and immediately after giving effect to such Limited Condition Acquisition and the other Specified 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 such Indebtedness shall be deemed satisfied if (i) all representations and warranties in this Agreement and the use of proceeds thereofother Loan 44 [Harmonic] Credit Agreement #231730035 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 applicable Test Period ending prior to the LCA Test Date, or if such representation speaks as of an earlier date, as of such earlier date and (ii) as of the Borrower could have taken date of consummation of such action on Limited Condition Acquisition, (A) the representations and warranties under the relevant LCA Test Date in compliance with definitive agreement governing such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless as are material to the Payment Conditions 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) certain of the representations and warranties in this Agreement and the other Loan Documents which are satisfied customary for similar “funds certain” financings and required by the lenders providing such Indebtedness 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 Test Date, in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a Pro Forma Basis on the applicable LCA Test Date. For where applicable, and, 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 Borrower and its 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 (yi) such ratios and other provisions 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 related Specified Transactions. If conditions are not met following the Borrower has made an LCA Election for any Test Date, but prior to the closing of such Limited Condition Acquisition, then as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA 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 or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or and the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated (i) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any the incurrence or assumption of Indebtedness and the use of proceeds thereofIndebtedness) have been consummated and (ii) assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have not been consummated. Notwithstanding the foregoing, any calculation of a ratio in connection with determining the Applicable Rate and determining whether or not the Company is in compliance with the financial covenants set forth in Section 7.11 shall, in each case be calculated assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have not been consummated. The foregoing provisions shall apply with similar effect during the pendency of multiple Limited Condition Acquisitions such that each of the possible scenarios is separately tested.

Limited Condition Acquisitions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any basket, financial ratio or test (including any Consolidated Leverage Ratio test or any Consolidated Fixed Charge Coverage Ratio test), (ii) the absence of a Default or an Event of Default, or (iii) a determination as to whether the representations and warranties contained in this Agreement or any other Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assetsDocument, or determining other compliance with this Agreement (including the determination of compliance with which are contained in any provision of this Agreement which requires that no Default document furnished at any time under or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect), in each case in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, the relevant condition is continuing or would result therefrom or other applicable covenant shallsatisfied may be made, at the option election of the Borrower Borrower, on the date of the execution of the Limited Condition Acquisition Agreement with respect to such Limited Condition Acquisition (such date, the Borrower’s election “LCA Test Date”), after giving effect to exercise such option the relevant Limited Condition Acquisition and any related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, in connection with any Limited Condition Acquisition: (A) the condition set forth in clause (a) of the proviso to the definition of “Permitted Acquisition” shall be satisfied if (1) no Default shall have occurred and be continuing as of the applicable LCA Test Date, an “LCA Election”), and (2) no Specified Event of Default shall have occurred and be deemed to be continuing at the date the definitive agreements for time of consummation of such Limited Condition Acquisition Acquisition; (B) if the proceeds of an Incremental Term Facility are entered into being used to finance such Limited Condition Acquisition, then (1) the “LCA Test Date”conditions set forth in Section 2.02(g)(ii)(E) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect Section 4.02(a) shall be required to such be satisfied at the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Facility but, if the Incremental Term Lenders providing such Incremental Term Facility so agree, the representations and warranties which must be accurate at the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Facility may be limited to customary “specified representations,” customary “specified acquisition agreement representations,” and such other representations and warranties as may be required by the Incremental Term Lenders providing such Incremental Term Facility, and (2) the conditions set forth in Section 2.02(g)(ii)(B) and Section 4.02(b) shall, if and to the extent the Incremental Term Lenders providing such Incremental Term Facility so agree, be satisfied if (x) no Default shall have occurred and be continuing as of the applicable LCA Test Date, and (y) no Specified Transactions Event of Default shall have occurred and be continuing at the time of the funding of such Incremental Term ​ Facility in connection with the consummation of such Limited Condition Acquisition; and (C) such Limited Condition Acquisition, any related pro forma adjustments, and the related Indebtedness to be entered into incurred in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions thereof shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on consummated, made, incurred and/or applied at the applicable LCA Test DateDate (until such time as the Indebtedness is actually incurred or the applicable Limited Condition Acquisition Agreement is terminated without actually consummating the applicable Limited Condition Acquisition) and outstanding thereafter for purposes of determining Pro Forma Compliance (other than for purposes of determining Pro Forma Compliance in connection with the making of any Restricted Payment or the making of any Junior Debt Payment) with any financial ratio or test (including any Consolidated Leverage Ratio test, any Consolidated Fixed Charge Coverage Ratio test, or any calculation of the financial covenants set forth in Section 7.11) (it being understood and agreed that for purposes of determining Pro Forma Compliance in connection with the making of any Restricted Payment or the making of any Junior Debt Payment, the Borrower shall demonstrate compliance with the applicable test both after giving effect to the applicable Limited Condition Acquisition and assuming that such transaction has not occurred). For the avoidance of doubt, (x) if any of such ratios or amounts for which compliance was determined or tested as of the applicable LCA Test Date are thereafter exceeded or otherwise failed to have been complied with as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) EBITDA), at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions or amounts will not be deemed to have been exceeded or failed to be complied with as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Acquisition is permitted hereunder to be consummated. Except as set forth in clause (B) in the proviso to the first sentence in this Section 1.03(e) in connection with the use of the proceeds of an Incremental Term Facility to finance a Limited Condition Acquisition (and, in the case of such clause (B), only if and to the extent the Incremental Term Lenders providing such Incremental Term Facility so agree as provided in such clause (yB)), it is understood and agreed that this Section 1.03(e) such ratios and other provisions shall not be tested at limit the time of consummation of such conditions set forth in Section 4.02 with respect to any proposed Credit Extension, in connection with a Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedotherwise.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when (i) calculating any applicable ratio in connection with incurrence of Indebtedness, the creation of Liens, the making of any Sale, the making of an Investment, the making of a Restricted Payment or any basket based on Consolidated EBITDA or total assetsthe repayment of Indebtedness, or (ii) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurredoccurred (other than an Event of Default under Section 9.1(a) or 9.1(d)), is continuing or would result therefrom, but excluding Section 4.02 (iii) determining compliance with any provision of this Agreement which requires compliance with any representations and warranties set forth herein or (iv) the satisfaction of all other conditions precedent to the extent set forth therein) incurrence with of Indebtedness, the creation of Liens, the making of any Sale, the making of an Investment, the designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, the making of a Restricted Payment or the repayment of Indebtedness, in each case in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assetsratio, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom therefrom, determination of compliance with any representations or warranties or satisfaction of any other applicable covenant condition shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured ). If on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions related transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) such ratios and other provisions are calculated as if they such Limited Condition Acquisition or other transactions had occurred at the beginning of the applicable Test Period most recent period of four consecutive Fiscal Quarters ending prior to the LCA Test DateDate for which financial statements are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such the applicable ratios and or other provisions, such provisions shall be deemed to have been complied with; provided that no , unless an Event of Default under Section 9.1(a) or 9.1(d) shall be continuing on the date such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Dateis consummated. For the avoidance of doubt, (xi) if any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its 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 made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.50 [[NYCORP:3713047v14:05/10/2018--10:17 PM]]

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to To the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including extent that the determination of compliance with any provision terms of this Agreement which requires that no require (i) compliance on a Pro Forma Basis with the Consolidated Net Leverage Ratio, the Consolidated Interest Coverage Ratio or the Consolidated Net Senior Leverage Ratio or (ii) the absence of a Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 as a condition precedent to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition and/or the availability of an Incremental Term Loan that is to be used to finance such Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of as to the whether any Default or Event of Default has occurred, the relevant condition is continuing or would result therefrom or other applicable covenant satisfied (the “LCA Test Date”) shall, at the option election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date of execution of the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and ifAcquisition, after such ratios and other provisions are measured on a Pro Forma Basis immediately after giving effect to such Limited Condition Acquisition on a Pro Forma Basis and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied withfour fiscal quarter test period; provided that no such acquisition shall constitute a in connection with any Limited Condition Acquisition unless for which an LCA Election has been made, it shall be a condition to the Payment Conditions are satisfied on a Pro Forma Basis on consummation of such Limited Condition Acquisition that, as of the applicable LCA Test Datedate of such consummation, no Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) exists or would result therefrom. For the avoidance of doubt, (x) doubt if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) or the Person subject to such Limited Condition Acquisition), at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such ratios and other provisions or amounts will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition relevant transaction or action is permitted hereunder and (y) such ratios and other provisions shall not to be tested at the time of consummation of such Limited Condition Acquisition consummated or related Specified Transactionstaken. If the Borrower has made makes an LCA Election for any Limited Condition AcquisitionElection, then in connection with any subsequent calculation of any ratio ratio, test or basket availability with respect to any other Specified Transaction on or transaction following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio ratio, test or basket shall be calculated required to be satisfied on a Pro Forma Basis (i) assuming that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming that such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated. For the avoidance of doubt, notwithstanding anything in this Section 1.03(d) to the contrary, the requirements of Section 4.02 are required to be satisfied in connection with any Credit Extensions (except as expressly provided in Section 2.16 in connection with an Incremental Term Loan).

Limited Condition Acquisitions. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when (i) calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement the Specified Conditions, in connection with the incurrence of Debt, the creation of Liens, the making of any Disposition, the making of an Investment, the making of a Distribution, the designation of a Subsidiary as restricted or unrestricted, the repayment of Debt or for any other purpose, (including ii) determining the determination accuracy of any representation or warranty, (iii) determining whether any Default or Event of Default has occurred, is continuing or would result from any action, (iv) determining compliance with the Specified Conditions or (v) determining compliance with any provision other condition precedent to any action or transaction, in each case of this Agreement which requires that no clauses (i) through (v) in connection with a Limited Condition Acquisition, the date of determination of such ratio, the accuracy of such representation or warranty (but taking into account any earlier date specified therein), whether any Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to or the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation satisfaction of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant condition precedent shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured ). If on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness Debt and the use of proceeds thereof) such ratios, representations and warranties, absence of defaults, satisfaction of conditions precedent and other provisions are calculated as if they such Limited Condition Acquisition or other transactions had occurred at the beginning of the applicable most recent Test Period ending prior to the LCA Test DateDate for which financial statements are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such the applicable ratios and or other provisions, such provisions shall be deemed to have been complied with; provided that no , unless an Event of Default under Section 10.1(a), (e), (f) or (g) shall be continuing on the date such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Dateis consummated. For the avoidance of doubt, (xi) if any of such ratios ratios, representations and warranties, absence of defaults, satisfaction of conditions precedent, compliance with the Specified Conditions or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower EBITDA), a change in facts and its Subsidiaries) circumstances or other provisions at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios ratios, representations and warranties, absence of defaults, satisfaction of conditions precedent, compliance with Specified Conditions and other provisions will not be deemed to have been exceeded exceeded, breached, or otherwise failed as a result of such fluctuations or changed circumstances solely for purposes of determining whether the Limited Condition Acquisition and any related transactions is permitted hereunder and (yii) such ratios ratios, compliance with Specified Conditions and other provisions compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio ratio, the Specified Conditions or basket availability with respect to any other Specified Transaction or otherwise on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio ratio, the Specified Conditions or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. For purposes of any calculation pursuant to this clause (f) of the Fixed Charge Coverage Ratio, Fixed Charges may be calculated using an assumed interest rate for the Debt to be incurred in connection with such Limited Condition Acquisition based on the indicative interest margin contained in any financing commitment documentation with respect to such Debt or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith.

Limited Condition Acquisitions. Notwithstanding anything in to the contrary herein, to the extent that the terms of this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of require compliance with any provision of this Agreement which requires that no Default financial ratio or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) test in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, at the option of the Borrower, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, the relevant condition is continuing or would result therefrom or 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, an “LCA Election”), satisfied shall be deemed to be the date (on the basis of the financial statements for the most recently ended four quarter period for which financial statements have been delivered) of execution of the definitive agreements for agreement with respect to such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if), after such ratios giving effect to the relevant Limited Condition Acquisition and other provisions are measured related incurrence of Indebtedness, on a Pro Forma Basis after giving effect to such Basis; provided that notwithstanding the foregoing, the Limited Condition Acquisition and the other Specified Transactions related Indebtedness to be entered into in connection therewith incurred (including and any incurrence of Indebtedness associated Lien) and the use of proceeds thereofthereof (and the consummation of any Acquisition or Investment) as if they occurred shall be deemed incurred and/or applied at the beginning of the applicable Test Period ending prior to the LCA Test Date, Date (until such time as the Borrower could have taken such action on Indebtedness is actually incurred or the relevant LCA Test Date in applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition) and outstanding thereafter for purposes of pro forma compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless any applicable calculation of the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Datefinancial covenants set forth in Section 8.11. For the avoidance of doubt, (x) if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) Subsidiares or of the target of any Limited Condition Acquisition), 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 relevant Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not to be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.taken. CHAR1\1536964v10

Limited Condition Acquisitions. Notwithstanding anything in In connection with any Limited Condition Acquisition, to the extent that this Agreement or any other Loan Document to the contrary, when calculating requires (a) Pro Forma Compliance with any applicable financial ratio or similar financial test, (b) compliance with any basket based on cap expressed as a percentage of Consolidated EBITDA or total assetsConsolidated Total Assets or any other financial metric as a condition to the consummation of such Limited Condition Acquisition, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires c) that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken therefrom (other than in connection with the consummation satisfaction of any conditions to a Permitted Acquisition or the satisfaction of the conditions to any funding of any Incremental Term Loan or the Delayed Draw Term Loan, which shall remain subject to the terms and conditions thereof with respect to the impact, if any, of any Limited Condition Acquisition), or (d) compliance with any representations and warranties set forth herein (other than in connection with the satisfaction of any conditions to any funding of any Incremental Term Loan or the Delayed Draw Term Loan, which shall remain subject to the terms and conditions thereof with respect to the impact, if any, of any Limited Condition Acquisition), the date of determination of such ratio or any basket based on Consolidated EBITDA or total assetsother provisions, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom therefrom, or other applicable covenant determination of compliance with any representations or warranties shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an a “LCA Limited Conditionality Election”, which Limited Conditionality Election shall be in respect of all of clauses (a) through (d) above, to the extent applicable), be deemed to be the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Acquisition are entered into (the “LCA Limited Conditionality Test Date”) and if, after such ratios and other provisions are measured ). If on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness and the use of proceeds thereof) ), with such ratios and other provisions calculated as if they such Limited Condition Acquisition or other transactions had occurred at the beginning of the applicable most recent Test Period ending prior to the LCA Limited Conditionality Test Date, the Borrower could have taken such action on the relevant LCA Limited Conditionality Test Date in compliance with such the applicable ratios and or other provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (xi) if if, following the Limited Conditionality Test Date, any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA or other components of the Borrower and its Subsidiariessuch ratio) or other provisions 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 or failed to have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (yii) such ratios and other provisions compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Acquisition, unless the Borrower elects, in its sole discretion, to test such ratios and compliance with such conditions on the date such Limited Condition Acquisition or related Specified Transactionsis consummated. If the Borrower has made an LCA a Limited Conditionality Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or ratio, basket availability or compliance with respect to any other Specified Transaction provision hereunder (other than actual compliance with the covenants set forth in Section 6.09) on or following the relevant LCA Limited Conditionality Test Date and prior to the earlier earliest of the date on which such Limited Condition Acquisition is consummated or consummated, the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition AcquisitionAcquisition or the date the Borrower makes an election pursuant to the immediately preceding sentence, any such ratio ratio, basket or basket compliance with any other provision hereunder shall be calculated both (x) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have had been consummatedconsummated on the Limited Conditionality Test Date and (y) without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof), and such ratio, basket availability or compliance shall only be satisfied hereunder to the extent satisfied in the circumstances described in both clauses (x) and (y) above.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement In the case of the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under the Revolving Credit Facility and the Term FacilityFacilities but including any Incremental Term Loans) or Liens or the making of any Loan Document to the contraryPermitted Acquisitions or other Investments, when calculating any applicable ratio Restricted Payments, prepayments of certain specified Indebtedness or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) Dispositions in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, at the date of determination of such ratio or any Borrower’s option, the relevant ratios, baskets (including the applicable Reference Period used to determine the basket based on Consolidated EBITDA or total assetsunder Section 2.16(a)), representations and warranties shall be determined, and determination of whether any Default or Event of Default has occurredblocker shall be tested, is continuing or would result therefrom or other applicable covenant shall, at the option as of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into (and calculated as if the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into pro forma events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could have taken were consummated on such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied withdate; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made such an LCA Election for any Limited Condition Acquisitionelection, then in connection with any subsequent the calculation of any ratio or basket availability with respect to the incurrence of Indebtedness (including any Incremental Facilities) or Liens, or the making of any Permitted Acquisition or other Specified Transaction Investments, Restricted Payments, prepayments of certain specified Indebtedness or Dispositions on or following the relevant LCA Test Date such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisitionterminated, any such ratio or basket shall be calculated (x) on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions pro forma events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereofIndebtedness) have been consummatedconsummated and (y) for Restricted Payments and prepayments of Indebtedness only, without giving effect to such Limited Condition Acquisition (provided that this clause (y) shall not apply to any calculation of any ratio or basket during such period in connection with a Permitted Acquisition).

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary herein, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement for purposes of (i) measuring the relevant ratios (including the determination Consolidated First Lien Net Leverage Ratio , the Consolidated Net Leverage Ratio and the Consolidated Interest Coverage Ratio) and baskets (including baskets measured as a percentage of Consolidated EBITDA) with respect to the incurrence of any Indebtedness (including any Incremental Facilities and Permitted Incremental Equivalent Debt but excluding Revolving Loans (provided that, for the avoidance of doubt, the term “Revolving Loans” shall not, for purposes of this sentence, include Incremental Revolving Credit Loans) or Liens or the making of any Permitted Acquisitions or other similar Investments, Dividends, payments or prepayments subject to Section 7.12, asset sales or other sales or dispositions of assets or fundamental changes, the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries, or (ii) determining compliance with representations and warranties or the occurrence of any provision of this Agreement which requires that no Default or Event of Default has occurredDefault, is continuing or would result therefromin the case of clauses (i) and (ii), but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection Limited Condition Acquisition, if the Borrower has made an LCT Election with the consummation of a respect to such Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event such action is permitted hereunder (including, in the case of Default has occurredcalculating Consolidated EBITDA, is continuing or would result therefrom or other applicable covenant shall, at the option reference date for determining which Test Period shall be the most recently ended Test Period for purposes of the Borrower (the Borrower’s election to exercise making such option in connection with any Limited Condition Acquisition, an “LCA Election”), calculation) shall be deemed to be the date the definitive agreements for (or in the case of a Limited Condition Acquisition that involves some other manner of establishing a binding obligation (including, without limitation under local law), such other binding obligations to consummate) such Limited Condition Acquisition Transaction are entered into or the date the applicable Limited Condition Acquisition is declared (including through public announcement) (the “LCA LCT Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness 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 applicable last day of, the most recent Test Period ending prior to the LCA LCT Test Date, the Borrower Holdings and/or its Restricted Subsidiaries could have taken such action on the relevant LCA LCT Test Date in compliance with such ratios ratio, basket, representation and provisionswarranty, or Event of Default “blocker” such provisions ratio, basket, or representation and warranty or Event of Default “blocker” shall be deemed to have been complied with; provided that with (and no Default or Event of Default shall be deemed to have arisen thereafter with respect to such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Datefrom any such failure to comply with such ratio, basket, or representation and warranty). For the avoidance of doubt, (x) if the Borrower has made an LCT Election and any of such ratios are exceeded the ratios, baskets, Default or Event of Default “blockers” or representations and warranties for which compliance was determined or tested as of the LCT Test Date would thereafter have failed to have been satisfied as a result of fluctuations in any such ratio (or basket, including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) EBITDA, Unrestricted Cash, Consolidated Total Funded Indebtedness or Consolidated Total Assets or otherwise, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such baskets, ratios or representations and other provisions warranties will not be deemed to have failed to have been exceeded satisfied 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 Transactionsotherwise. If the Borrower has made an LCA LCT Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following 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 for (or in the case of an Limited Condition Acquisition that involves some other manner of establishing a binding obligation under local law, such other binding obligations to consummate) such Limited Condition Transaction 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 passes, in each case without consummation of such Limited Condition AcquisitionTransaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or For purposes of (a) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement the Loan Documents which requires that no the calculation of a financial ratio, (b) determining compliance with representations and warranties or the existence of Defaults or Events of Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent (c) testing availability under “baskets” set forth therein) in the Loan Documents, in each case, in connection with an acquisition by the Borrower or any of its Subsidiaries of any assets, business or Person permitted or not prohibited to be acquired by the Loan Documents, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such acquisition, a Specified Transaction undertaken in connection with the consummation of a “Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and 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 (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date on which the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Test most recent Measurement 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 and provisionsratio, “basket”, representation or warranty, then such provisions ratio, “basket”, representation or warranty shall be deemed to have been complied with; provided that no with for the purposes of determining whether such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Dateis permitted. For the avoidance of doubt, (x) if the Borrower has made an LCA Election and any of such the ratios or “baskets” for which compliance was determined or tested as of the LCA Test Date are subsequently exceeded as a result of fluctuations in any such ratio or “basket” (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiariestarget of any Limited Condition Acquisition) at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such “baskets” or 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 Transactionsfluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction “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 on which the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket “basket” shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have had been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Credit Document to the contrary, when calculating any applicable ratio ratio, the amount or availability of any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of an acquisition or an investment that Borrower or one or more of its Subsidiaries is contractually committed to consummate (it being understood that such commitment may be subject to conditions precedent, which conditions precedent may be amended, satisfied or waived in accordance with the terms of the applicable agreement) and whose consummation is not conditioned on the availability of, or on obtaining, third party financing (such acquisition or investment, a “Limited Condition Acquisition”), the date of determination of such ratio ratio, the amount or availability of any basket based on Consolidated EBITDA or total assets, and 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 (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, (i) after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, and (ii) assuming such Limited Condition Acquisition had not occurred (nor any of the transactions related thereto) and at such time the Borrower is in compliance with such ratios and other provisions, then such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower Holdings and its 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 made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming (i) such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to When calculating the contrary, when calculating any applicable ratio or availability under any basket based on Consolidated EBITDA or total assetsratio under this Indenture, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in each case in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such basket or ratio or any basket based on Consolidated EBITDA or total assets, and 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 (the Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionCompany, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (and such baskets or ratios shall be calculated with such pro forma adjustments as are appropriate and consistent with the “LCA Test Date”) and if, after such ratios and other pro forma adjustment provisions are measured on a Pro Forma Basis set forth in the definition of Fixed Charge Coverage Ratio after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior period for purposes of determining the ability to the LCA Test Date, the Borrower could have taken consummate any 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; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For (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 Borrower Company or the target company) subsequent to such date of determination and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or 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 baskets or ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If transactions; provided, however, that if the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation Company elects to have such determinations occur at the time of any 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 the date on which entry into such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisitionagreement, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have been consummatedoccurred 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.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement (a) In the case of (i) the incurrence of any Indebtedness or Liens, the making of any Loan Document to the contraryInvestments, when calculating any applicable ratio Restricted Payments or any basket based on Consolidated EBITDA or total assetsAsset Dispositions, or the prepayment of Indebtedness, (ii) determining other compliance with this Agreement (including representations and warranties or the determination occurrence of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred(other than a Default or Event of Default under Section 7.01(a), is continuing Section 7.01(h) or would result therefrom Section 7.01(i)), or other applicable covenant shall(iii) the designation of a Restricted Subsidiary or Unrestricted Subsidiary, in each case, in connection with a Limited Condition Acquisition, at the option Borrowers’ option, the relevant ratios and baskets and whether any such action is permitted hereunder shall be determined as of the Borrower date the Limited Condition Acquisition Agreement is entered into, and calculated, on a pro forma basis, as if such Limited Condition Acquisition (the Borrower’s election to exercise such option and any other pending Limited Condition Acquisition) and other pro forma events in connection therewith (and in connection with any other pending Limited Condition Acquisition, an “LCA Election”), be deemed to be including the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test DateIndebtedness, the Borrower could have taken were consummated on such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied withdate; provided that no such acquisition shall constitute if a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made an LCA Election for any Limited Condition AcquisitionElection, then in connection with any subsequent the calculation of any ratio or basket availability with respect to the incurrence of any other Specified Transaction Indebtedness or Liens, or the making of any other Investments, Restricted Payments, or Asset Dispositions, or the prepayment of any other Indebtedness, on or following the relevant LCA Test Date such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement Limited Condition Acquisition Agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisitionterminated, any such ratio or basket shall be calculated (and tested) on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition (and any other pending Limited Condition Acquisition) and other transactions pro forma events in connection therewith (and in connection with any other pending Limited Condition Acquisition), including any incurrence of Indebtedness and the use of proceeds thereof) Indebtedness, have been consummated. The consummation of a Limited Condition Acquisition shall be subject to the absence of a Default or Event of Default under Section 7.01(a), Section 7.01(h) or Section 7.01(i).

Limited Condition Acquisitions. Notwithstanding anything (a) In connection with any action being taken in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result therefromfrom any such action, but excluding Section 4.02 to the extent set forth therein) in connection with as applicable (including, without limitation, for purposes of designating a Specified Transaction undertaken in connection with the consummation of Restricted Subsidiary as an Unrestricted Subsidiary and an Unrestricted Subsidiary as a Limited Condition AcquisitionRestricted Subsidiary), the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant condition shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), 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 if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable 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 ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Dateinto. 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 Borrower has exercised its option under the first sentence of this Section 1.06, and its Subsidiaries) at any Default, Event of Default or prior to Specified Event of Default that occurs following the consummation of date 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 definitive agreements for purposes of determining whether the applicable 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 an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date were entered into and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio Default, Event of Default or basket Specified Event of Default shall be calculated on deemed to not have occurred or be continuing solely for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. In connection with any action being taken in connection with a Pro Forma Basis assuming Limited Condition Acquisition, 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 Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier therein) as of the date of execution of the definitive agreement(s) for such Limited Condition Acquisition and (y) customary “specified representations” and “specified acquisition agreement representations” are true and correct in all material respects (without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of such Limited Condition Acquisition, and neither the Borrower nor any other transactions Loan Party shall be required to bring down any other representation or warranty as a condition to the consummation of such Limited Condition Acquisition (or the incurrence of any Indebtedness and any other ancillary transaction consummated in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedwith such Limited Condition Acquisition).

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary herein, when calculating any applicable ratio or any basket based for purposes of (i) determining compliance with Sections 6.1 and 6.2 on a pro forma basis and capacity under baskets (including baskets measured as a percentage of Consolidated EBITDA or total assets, based on a ratio test) with respect to the making of any Permitted Acquisitions or other Acquisitions permitted hereunder and the incurrence of any Indebtedness permitted hereunder in connection therewith (other than Indebtedness under or other use of the Revolving Commitment or the establishment of any Incremental Revolving Commitment) or (ii) determining other compliance with this Agreement (including the determination of compliance with representations and warranties or any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 test with respect to the extent set forth thereinmaking of any Permitted Acquisitions or other Acquisitions permitted hereunder and the incurrence of any Indebtedness permitted hereunder in connection therewith (other than Indebtedness under or other use of the Revolving Commitment or the establishment of any Incremental Revolving Commitment), in the case of clauses (i) and (ii), in connection with a Specified Transaction undertaken in connection Limited Condition Acquisition, if the Borrower has made an LCA Election with the consummation of a respect to such Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event such action is permitted hereunder (including, in the case of Default has occurredcalculating Consolidated EBITDA, is continuing or would result therefrom or other applicable covenant shall, at the option reference date for determining the most recently ended period of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), four consecutive fiscal quarters) shall be deemed to be the date the definitive agreements agreement for such Limited Condition Acquisition are (a “Limited Condition Acquisition Agreement”) is entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any the incurrence of any Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Dateon a pro forma basis, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios financial covenant, basket, representation and provisionswarranty or Default or Event of Default test, such provisions financial covenant, basket, representation and warranty or Default or Event of Default test shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower and its 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 made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any 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 the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.complied

Limited Condition Acquisitions. Notwithstanding anything in this Agreement In the case of the incurrence of any Indebtedness (other than under the Revolving Loan Commitments or any Loan Document Incremental Facility which shall remain subject to the contraryterms thereof with respect to the impact, when calculating any applicable ratio if any, of a Limited Condition Acquisition) or any basket based on Consolidated EBITDA or total assetsLiens, or determining other compliance the making of any Investments, Restricted Payments or fundamental changes in connection with this Agreement (including a Limited Condition Acquisition, at the determination Borrower’s option, the relevant ratios and baskets and the absence of compliance with any provision of this Agreement which requires that no a Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or (other than an Event of Default has occurredunder Section 8.01(a), is continuing (f) or would result therefrom or other applicable covenant shall(g), at which shall not exist on the option of date the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), Acquisition is consummated) shall be deemed to be determined as of the date the definitive agreements documentation (the “Limited Condition Acquisition Agreement”) for such Limited Condition Acquisition are is entered into (and calculated as if the “LCA Test Date”) and if, after such ratios acquisition and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into pro forma events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could have taken were consummated on such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied withdate; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubtthat, (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) 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 made such an LCA Election for any Limited Condition Acquisitionelection or the equivalent election under Section 2.17, then in connection with any subsequent the calculation of any ratio or basket availability with respect to the incurrence of any other Specified Transaction Indebtedness (other than under the Revolving Loan Commitments or any Incremental Facility which shall remain subject to the terms thereof with respect to the impact, if any, of a Limited Condition Acquisition) or Liens, or the making of any other Investments, Restricted Payments, Asset Sales, or fundamental changes on or following the relevant LCA Test Date such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement Limited Condition Acquisition Agreement for such Limited Condition Transaction acquisition is terminated or expires without consummation of such Limited Condition Acquisitionterminated, any such ratio or basket shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition acquisition and other transactions pro forma events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided that, in the case of Restricted Payments, such ratios or baskets shall be calculated on a pro forma basis assuming such acquisition and other pro forma events in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been and have not been consummated.

Limited Condition Acquisitions. Notwithstanding anything In connection with any action being taken solely in this Agreement or any Loan Document to the contraryconnection with a Limited Condition Acquisition, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or for purposes of (a) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no the calculation of the Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Interest Coverage Ratio; (b) determining the accuracy of representations and warranties and/or whether a Default or Event of Default has occurred, is continuing shall have occurred and be continuing; or would result therefrom, but excluding Section 4.02 to the extent (c) testing availability under baskets set forth therein) in connection with a Specified Transaction undertaken this Agreement, in connection with the consummation of a Limited Condition Acquisitioneach case, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, such action shall be permitted hereunder shall be at the option election of the Borrower Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be ) either the date the definitive agreements for such Limited Condition Acquisition are entered into or the date a binding letter of intent for such Limited Condition Acquisition is entered into (or, if so elected by 54 the Company, the date on which notice with respect to such Limited Condition Acquisition is given) (either, as applicable, the “LCA Test Date”) and if, after such ratios and other provisions are measured giving effect on a Pro Forma Basis after giving effect to such the Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable most recent Test Period ending prior to the LCA Test Date, the Borrower Company could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisionsratio or basket, such provisions ratio or basket shall be deemed to have been complied with; , provided that no such acquisition shall constitute in the case of an LCA Election with respect to a binding letter of intent, in the event that the relevant Limited Condition Acquisition unless is not consummated on the Payment Conditions are satisfied terms contemplated by the relevant binding letter of intent, or such irrevocable notice is rescinded, as applicable, appropriate adjustment for the terms of the actual consummation (or non-consummation) of such Limited Condition Acquisition shall be given effect on a Pro Forma Basis on the applicable LCA Test Datein future periods. For the avoidance of doubt, (x) if the Company has made an LCA Election and any of such the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio (or basket, including due to fluctuations in EBITDA or Consolidated EBITDA Tangible Assets of the Borrower and its Subsidiaries) Borrowers or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant Limited Condition Acquisitiontransaction or action, such baskets or 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 Transactionsfluctuations. If the Borrower Company has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, consolidations or amalgamations, the conveyance, lease or other Specified Transaction transfer of all or substantially all of the assets of the Borrowers or the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness 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 or letter of intent for such Limited Condition Transaction Acquisition is terminated or expires or such irrevocable notice is rescinded, as applicable, without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, contrary when (i) calculating any applicable ratio or financial test or basket or exception in connection with the incurrence or assumption of Indebtedness, the creation of Liens, the making of any basket based on Consolidated EBITDA Disposition, the making of an Investment, the making of a Restricted Payment or total assetsthe repayment of Indebtedness (each, a “Specified Transaction”), (ii) determining the accuracy of any representation or warranty (subject to Section 2.11(d), in connection with an Incremental Limited Condition Commitment) or (iii) determining other compliance with this Agreement (including the determination of compliance with whether any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefromfrom any action, but excluding Section 4.02 to the extent set forth thereinin each case of clauses (i) through (iii) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or financial test or basket or exception, the accuracy of such representation or warranty (but taking into account any basket based on Consolidated EBITDA earlier date specified therein) or total assets, and 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 Company (the BorrowerCompany’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date on which the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured ). If on a Pro Forma Basis pro forma basis after giving effect to such the relevant Limited Condition Acquisition and the and/or any other Specified Transactions to be entered into in connection therewith (including any the incurrence of Indebtedness Indebtedness, Liens, Restricted Payments or other transactions and the use of proceeds thereof) such ratios, financial tests, baskets, exceptions, representations and warranties and absence of defaults are determined as if they such Limited Condition Acquisition or other transactions had occurred at the beginning of the applicable Test most recently ended Reference Period ending prior to the LCA Test Date, the Borrower Company could have taken such action on the relevant LCA Test Date in compliance with such the applicable ratios and provisionsother conditions, then such provisions shall will be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (xi) if any of such ratios ratios, financial tests, baskets, exceptions, representations and warranties or absence of defaults are exceeded or breached as a result of fluctuations in such ratio or financial test (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) EBITDA), a change in facts or circumstances or other provisions at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios ratios, financial tests, baskets, exceptions, representations and other provisions warranties and absence of defaults will not be deemed to have been exceeded exceeded, breached, or otherwise failed as a result of such fluctuations or changed circumstances solely for purposes of determining whether the Limited Condition Acquisition and any related transactions is permitted hereunder and (yii) such ratios ratios, financial tests, baskets, exceptions and other provisions compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower Company has made an LCA Election for in respect of any Limited Condition AcquisitionAcquisition or the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness, then Liens, Restricted Payments or other transactions and the use of proceeds thereof), then, in connection with any subsequent calculation of any ratio ratios, tests, caps or basket availability baskets with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of (x) the date on which such Limited Condition Acquisition or related Indebtedness is consummated or and (y) the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio ratio, test, cap, basket or basket exception shall be calculated on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness Indebtedness, Liens, Restricted Payments or other transactions and the use of proceeds thereof) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any ratio, the use of a basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to therefrom or the extent set forth thereinaccuracy of any representations and warranties) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom (other than with respect to a Default or Event of Default under Section 8.01(a), (f) or (g)), the accuracy of representations and warranties in all respects (other than the accuracy of customary “specified representations”) or other applicable covenant covenants shall, in each case at the option of Holdings at the Borrower time such definitive agreements are entered into (the Borrower’s Holdings’ election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if). If, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable most recently ended Test Period ending prior to the LCA Test Date, the Borrower Holdings 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; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. 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 Borrower Holdings and its 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 Holdings has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 7.09) or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary herein, when calculating any applicable ratio or any basket based for purposes of (i) determining compliance with Sections 6.1 and 6.2 on a pro forma basis and capacity under baskets (including baskets measured as a percentage of Consolidated EBITDA or total assets, based on a ratio test) with respect to the making of any Permitted Acquisitions or other Acquisitions permitted hereunder and the incurrence of any Indebtedness permitted hereunder in connection therewith (other than Indebtedness under or other use of the Revolving Commitment or the establishment of any Incremental Revolving Commitment) or (ii) determining other compliance with this Agreement (including the determination of compliance with representations and warranties or any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 test with respect to the extent set forth thereinmaking of any Permitted Acquisitions or other Acquisitions permitted hereunder and the incurrence of any Indebtedness permitted hereunder in connection therewith (other than Indebtedness under or other use of the Revolving Commitment or the establishment of any Incremental Revolving Commitment), in the case of clauses (i) and (ii), in connection with a Specified Transaction undertaken in connection Limited Condition Acquisition, if the Borrower has made an LCA Election with the consummation of a respect to such Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event such action is permitted hereunder (including, in the case of Default has occurredcalculating Consolidated EBITDA, is continuing or would result therefrom or other applicable covenant shall, at the option reference date for determining the most recently ended period of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), four consecutive Fiscal Quarters) shall be deemed to be the date the definitive agreements agreement for such Limited Condition Acquisition are (a “Limited Condition Acquisition Agreement”) is entered into (the “LCA Test Date”) ), and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions transactions to be entered into in connection therewith (including any the incurrence of any Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Dateon a pro forma basis, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios financial covenant, basket, representation and provisionswarranty or Default or Event of Default test, such provisions financial covenant, basket, representation and warranty or Default or Event of Default test shall be deemed to have been complied with; provided . Upon making an LCA Election with respect to any Limited Condition Acquisition, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower to the Administrative Agent (a) notifying the Administrative Agent of such LCA Election and (b) certifying that no each of the conditions for such acquisition shall constitute a Limited Condition Acquisition unless and any related transactions that are tested as of the Payment Conditions are LCA Test Date have been satisfied (which shall include calculations in reasonable detail for any conditions requiring compliance on a Pro Forma Basis on pro forma basis with the applicable covenants set forth in Article VI or with any relevant ratio tests) (such certificate, an “LCA Test DateElection Certificate”). For the avoidance of doubt, (x) if the Borrower has made an LCA Election and any of such ratios are exceeded the financial covenant, basket, representation and warranty or Default or Event of Default tests 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 (financial covenant or basket, including due to fluctuations in Consolidated EBITDA EBITDA, or changes in compliance with such representation and warranty or Default or Event of the Borrower and its Subsidiaries) Default test at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios financial covenant, basket, representation and other provisions warranty and Default or Event of Default tests will not be deemed to have failed to have been exceeded satisfied 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 Transactionschanges. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio (other than testing of actual compliance with the covenants set forth in Article VI and determination of the Total Leverage Ratio for purposes of determining the Applicable Margin) 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 Transaction Acquisition Agreement therefor is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated (x) on a Pro Forma Basis pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated and (y) with respect to Restricted Payments only, also on a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith.