Common use of Limited Condition Acquisitions Clause in Contracts

Limited Condition Acquisitions. Notwithstanding anything to the contrary in this Agreement, in the case of the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under the ABL Credit Agreement but including any Incremental Term Facilities) or Liens or the making of any Permitted Acquisitions or other investments, restricted payments, prepayments of specified indebtedness or asset sales, in each case, in connection with a Limited Condition Acquisition, at the Borrower’s option, the relevant ratios and baskets shall be determined, and any Default or Event of Default blocker shall be tested, as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and calculated as if the acquisition and other pro forma events in connection therewith were consummated on such date (the “LCA Test Date”); provided that if the Borrower has made such an election, in connection with the calculation of any ratio (other than for purposes of calculating compliance with the financial covenants) or basket with respect to the compliance with this Agreement of any other Permitted Acquisitions or other investments, restricted payments, prepayments of specified indebtedness or asset sales on or following the LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, any such basket or ratio shall give pro forma effect to such Limited Condition Acquisition as if it occurred on the LCA Test Date.

Limited Condition Acquisitions. Notwithstanding anything to the contrary in this Agreement, in In the case of the incurrence classification of an Acquisition as a Permitted Acquisition or the consummation of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under the ABL Credit Agreement but including any Incremental Term Facilities) or Liens or the making of any Permitted Acquisitions or other investments, restricted payments, prepayments of specified indebtedness or asset sales, in each case, Specified Transactions in connection with a Limited Condition Acquisition, at the Borrower’s option, the calculation of the relevant ratios financial ratios, tests and baskets shall and the condition that there be determined, and any no Default or Event of Default blocker (other than a Specified Event of Default, which shall not exist on the date that such Limited Condition Acquisition is consummated) shall be tested, determined as of the date the definitive acquisition agreements for Acquisition Agreement of such Limited Condition Acquisition are is entered into and calculated as if the acquisition Acquisition and other pro forma events in connection therewith were consummated on such date (the “LCA Test Date”)date; provided that if the Borrower has made such an election, in connection with the calculation of any ratio (other than for purposes of calculating compliance with the financial covenants) ratios, tests or basket baskets with respect to the compliance with this Agreement classification of an Acquisition as a Permitted Acquisition or the consummation of any other Permitted Acquisitions or other investments, restricted payments, prepayments of specified indebtedness or asset sales Specified Transactions on or following the LCA Test Date such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for Acquisition Agreement of such Limited Condition Acquisition is terminated, any such financial ratio, test or basket or ratio shall give be calculated on a pro forma effect to basis assuming such Limited Condition Acquisition as if it occurred on the LCA Test Dateand other pro forma events in connection therewith (including any incurrence of Indebtedness) have been consummated.

Limited Condition Acquisitions. Notwithstanding anything to (a) For purposes of (i) determining compliance with any provision of this Agreement that requires the contrary in this Agreementcalculation of the Total Net Leverage Ratio, (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default (other than an Event of Default under Section 8.1(a), 8.1(b), 8.1(h) or 8.1(i)) or (iii) testing availability under baskets set forth herein (including, in the case of each case, with respect to the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under the ABL Credit Agreement but including any an Incremental Term Facilities) or Liens or the making of any Permitted Acquisitions or other investments, restricted payments, prepayments of specified indebtedness or asset salesCommitment incurred in connection therewith), in each case, in connection with a Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such Permitted Acquisition, a “Limited Condition Acquisition”), at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, at the Borrower’s optionan “LCA Election”), the relevant ratios and baskets date of determination of whether any such Limited Condition Acquisition condition is satisfied shall be determined, and any Default or Event of Default blocker shall deemed to be tested, as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and calculated as if by the acquisition and other pro forma events in connection therewith were consummated on such date applicable purchaser(s) (the “LCA Test Date”); provided that if the Borrower has made such an election, in connection with the calculation of any ratio (other than for purposes of calculating compliance with the financial covenants) or basket with respect to the compliance with this Agreement of any other Permitted Acquisitions or other investmentsand if, restricted payments, prepayments of specified indebtedness or asset sales on or following the LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, any such basket or ratio shall give after giving pro forma effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if it they had occurred on at the beginning of the 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 ratio, basket or other requirement, such ratio, basket or other requirement, as applicable, shall be deemed to have been complied with for such Limited Condition Acquisition.

Limited Condition Acquisitions. Notwithstanding anything to the contrary in this Agreement, in solely for the case purpose of (A) measuring the relevant financial ratios and basket availability with respect to the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under the ABL Credit Agreement but including any Incremental Term FacilitiesLoans, Incremental Revolving Loans, Incremental Term A Commitments, Incremental Term B Commitments or Incremental Revolving Commitments) or Liens or the making of any Permitted Acquisitions or other investments, restricted paymentsInvestments, prepayments of specified indebtedness Junior Indebtedness or asset salesDispositions or (B) determining compliance with representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Acquisition, at the Borrower’s optionif Holdings has made an LCA Election with respect to such Limited Condition Acquisition, the relevant ratios and baskets date of determination of whether any such action is permitted hereunder, shall be determined, and any Default or Event of Default blocker shall deemed to be tested, as of the date on which the definitive acquisition agreements for such Limited Condition Acquisition are entered into and calculated as if the acquisition and other pro forma events in connection therewith were consummated on such date (the “LCA Test Date”); provided that if the Borrower has made such an election, in connection with the calculation of any ratio (other than for purposes of calculating compliance with the financial covenants) or basket with respect to the compliance with this Agreement of any other Permitted Acquisitions or other investmentsand if, restricted payments, prepayments of specified indebtedness or asset sales on or following the LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, any such basket or ratio shall give after giving pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if it they had occurred on at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date in compliance with such financial ratio, basket, representation or warranty, such financial ratio, basket, representation or warranty shall be deemed to have been complied with.

Limited Condition Acquisitions. Notwithstanding anything to (a) For purposes of (i) determining compliance with any provision of this Agreement that requires the contrary in this Agreementcalculation of the Secured Net Leverage Ratio, the Interest Coverage Ratio or the Total Net Leverage Ratio, (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default (other than an Event of Default under Section 8.1(a), 8.1(b), 8.1(h) or 8.1(i)) or (iii) testing availability under baskets set forth herein (including, in the case of each case, with respect to the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under the ABL Credit Agreement but including any an Incremental Term Facilities) or Liens or the making of any Permitted Acquisitions or other investments, restricted payments, prepayments of specified indebtedness or asset salesCommitment incurred in connection therewith), in each case, in connection with a Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such Permitted Acquisition, a “Limited Condition Acquisition”), at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, at the Borrower’s optionan “LCA Election”), the relevant ratios and baskets date of determination of whether any such Limited Condition Acquisition condition is satisfied shall be determined, and any Default or Event of Default blocker shall deemed to be tested, as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and calculated as if by the acquisition and other pro forma events in connection therewith were consummated on such date applicable purchaser(s) (the “LCA Test Date”); provided that if the Borrower has made such an election, in connection with the calculation of any ratio (other than for purposes of calculating compliance with the financial covenants) or basket with respect to the compliance with this Agreement of any other Permitted Acquisitions or other investmentsand if, restricted payments, prepayments of specified indebtedness or asset sales on or following the LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, any such basket or ratio shall give after giving pro forma effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if it they had occurred on at the beginning of the 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 ratio, basket or other requirement, such ratio, basket or other requirement, as applicable, shall be deemed to have been complied with for such Limited Condition Acquisition.

Limited Condition Acquisitions. Notwithstanding anything As it relates to the contrary in this Agreement, in the case of the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under the ABL Credit Agreement but including any Incremental Term Facilities) or Liens or the making of any Permitted Acquisitions or other investments, restricted payments, prepayments of specified indebtedness or asset sales, in each case, action being taken solely in connection with a Limited Condition Acquisition, at for purposes of: (i) determining compliance with any provision of this Agreement (other than determining whether an Event of Default has occurred under Section 6.10) which requires the Borrower’s optioncalculation of any financial ratio or financial test, the relevant ratios and (ii) testing availability under baskets shall be determined, and any set forth in this Agreement (including baskets determined by reference to EBITDA or Total Assets) or (iii) testing whether a Default or Event of Default blocker has occurred and, with respect to any New Term Loan to finance such Limited Condition Acquisition, testing whether any representation or warranty in any Loan Document is correct as of such date, in each case, at the option of the U.S. Borrower (the U.S. Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, any such Default or Event of Default exists and any such representation or warranty is correct shall be tested, as of deemed to be the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and calculated as if the acquisition and other pro forma events in connection therewith were consummated on such date (the “LCA LCT Test Date”); provided that if the Borrower has made such an election, in connection with the calculation of any ratio (other than for purposes of calculating compliance with the financial covenants) or basket with respect to the compliance with this Agreement of any other Permitted Acquisitions or other investmentsand if, restricted payments, prepayments of specified indebtedness or asset sales on or following the LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, any such basket or ratio shall give after giving pro forma effect to such the Limited Condition Acquisition (and the other transactions to be entered into in connection therewith, including any incurrence of Indebtedness and the use of proceeds thereof, as if it they had occurred on the LCA first day of the most recently ended Test Period prior to the LCT Test Date.), the U.S. Borrower or the applicable Restricted Subsidiary would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with or if no such Default or Event of Default shall exist on such LCT

Limited Condition Acquisitions. Notwithstanding anything to the contrary in this Agreement, in In the case of the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under the ABL Credit Agreement but including any Incremental Term Facilities) or Liens or the making of any Permitted Acquisitions or other investments, restricted payments, prepayments of specified indebtedness or asset sales, in each caseInvestments, in connection with a Limited Condition Acquisition, at the Borrower’s option, the relevant ratios ratios, baskets (including the applicable Test Period used to determine the basket under Sections 2.14, 2.15, 2.16 and baskets shall be determined2.17), and any Default or Event of Default blocker shall be tested, as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and calculated as if the acquisition Limited Condition Acquisition and other pro forma events in connection therewith were consummated on such date (the “LCA Test Date”)on a Pro Forma Basis; provided that if the Borrower has made such an election, in connection with the calculation of any ratio (other than for purposes of calculating compliance with the financial covenants) or basket with respect to the compliance with this Agreement incurrence of Indebtedness or Liens, or the making of any other Permitted Acquisitions Acquisition or other investments, restricted payments, prepayments of specified indebtedness or asset sales Investments on or following the LCA Test Date such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, any such ratio or basket or ratio shall give be calculated (x) on a pro forma basis assuming such Limited Condition Acquisition and other pro forma events in connection therewith (including any incurrence, repayment or redemption of Indebtedness) have been consummated and (y) for Restricted Payments and prepayments of Junior Financing and Unsecured Financing only, without giving effect to such Limited Condition Acquisition as if it occurred on the LCA Test DateAcquisition.”

Limited Condition Acquisitions. Notwithstanding anything to the contrary in this Agreement, in the case of the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under the ABL Credit Agreement but including any Incremental Term Facilitiesthis Agreement) or Liens or the making of any Permitted Acquisitions or other investments, restricted payments, prepayments of specified indebtedness or asset sales, in each case, in connection with a Limited Condition Acquisition, at the Borrower’s option, the relevant ratios and baskets (but excluding any testing of Availability) shall be determined, and any Default or Event of Default blocker shall be tested, as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and calculated as if the acquisition and other pro forma events in connection therewith were consummated on such date (the “LCA Test Date”); provided that if the Borrower has made such an election, in connection with the calculation of any ratio (other than for purposes of calculating compliance with the financial covenants) or basket with respect to the compliance with this Agreement of any other Permitted Acquisitions or other investments, restricted payments, prepayments of specified indebtedness or asset sales on or following the LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, any such basket or ratio shall give pro forma effect to such Limited Condition Acquisition as if it occurred on the LCA Test Date.

Limited Condition Acquisitions. Notwithstanding anything to the contrary in this AgreementAgreement or any other Loan Document, in the case of the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under the ABL Credit Agreement but including any Incremental Term Facilities) or Liens or the making of any Permitted Acquisitions or other investments, restricted paymentsRestricted Payments, prepayments of specified indebtedness Restricted Indebtedness or asset sales, in each case, Asset Sales in connection with a Limited Condition Acquisition, at the Borrower’s optionelection (an “LCA Election”), the relevant ratios and baskets shall be determined, and any Default or Event of Default blocker shall be tested, as of determined at the date time the definitive acquisition agreements for such Limited Condition Acquisition are entered into and (such time, the “LCA Test Time”) and, subject to the proviso contained in this Section 1.06, calculated as if the acquisition and other pro forma events transactions in connection therewith were consummated on such date (at the “LCA Test Date”)Time; provided that if the Borrower has made such an electionLCA Election, in connection with the calculation of any ratio (other than for purposes of calculating compliance with the financial covenants) or basket with respect to the compliance with this Agreement incurrence of any other Permitted Acquisitions Indebtedness or other Liens, or the making of any investments, restricted paymentsRestricted Payments, prepayments of specified indebtedness Restricted Indebtedness or asset sales on or Asset Sales following the LCA Test Date Time and prior to the earlier of the date on time at which such Limited Condition Acquisition acquisition is consummated or the definitive agreement for such Limited Condition Acquisition acquisition has expired or is terminated, any such basket or ratio shall give be calculated on a pro forma effect to basis (i) assuming such Limited Condition Acquisition as if it occurred on the LCA Test Dateacquisition and other transactions in connection therewith (including any incurrence of Indebtedness) have been consummated and (ii) assuming such acquisition and other transactions in connection therewith (including any incurrence of Indebtedness) have not been consummated.

Limited Condition Acquisitions. Notwithstanding anything to the contrary in this Agreement, in solely for the case purpose of (A) measuring the relevant financial ratios and basket availability with respect to the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under the ABL Credit Agreement but including any Incremental Term FacilitiesLoans) or Liens or the making of any Permitted Acquisitions or other investmentsInvestments, restricted paymentsRestricted Payments, prepayments of specified indebtedness Subordinated Indebtedness or asset salesDispositions or (B) determining compliance with representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Acquisition, if the Borrower has made an LCA Election with respect to such Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder shall be deemed to be, at the Borrower’s option, the relevant ratios and baskets shall be determined, and any Default or Event of Default blocker shall be tested, as election of the Borrower, either (x) the date on which the definitive acquisition agreements for such Limited Condition Acquisition are entered into and calculated as if the acquisition and other pro forma events in connection therewith were consummated on such date or (the “LCA Test Date”); provided that if the Borrower has made such an election, in connection with the calculation of any ratio (other than for purposes of calculating compliance with the financial covenantsy) or basket with respect to the compliance with this Agreement of any other Permitted Acquisitions or other investments, restricted payments, prepayments of specified indebtedness or asset sales on or following the LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or (the definitive agreement for such Limited Condition Acquisition is terminated“LCA Test Date ”), any such basket or ratio shall give and if, after giving pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if it they had occurred on at the beginning of the most recent Test Period ending prior to the LCA Test Date., the Borrower could have taken such -34-

Limited Condition Acquisitions. Notwithstanding anything to the contrary in this Agreement, in the case of the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under this Agreement (whether under the ABL Credit Agreement but including any Incremental Term Facilitiesexisting revolving facility, pursuant to Section 2.24 or otherwise)) or Liens or the making of any Permitted Acquisitions or other investments, restricted payments, prepayments of specified indebtedness or asset sales, in each case, in connection with a Limited Condition Acquisition, at the Borrower’s option, the relevant ratios and baskets and any test of Availability required thereunder (but excluding any testing of Availability, for the avoidance of doubt, for purposes of determining compliance of Section 5.2 which must be tested at the time of any extension of credit requested hereunder) shall be determined, and any Default or Event of Default blocker shall be tested, as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and calculated as if the acquisition and other pro forma events in connection therewith were consummated on such date (the “LCA Test Date”); provided that if the Borrower has made such an election, in connection with the calculation of any ratio (other than for purposes of calculating compliance with the financial covenants) or basket with respect to the compliance with this Agreement of any other Permitted Acquisitions or other investments, restricted payments, prepayments of specified indebtedness or asset sales on or following the LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, any such basket or ratio shall give pro forma effect to such Limited Condition Acquisition as if it occurred on the LCA Test Date.