Common use of Limited Condition Transactions Clause in Contracts

Limited Condition Transactions. To the extent that the terms of this Agreement require (i) pro forma compliance with the Interest Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio or the Senior Secured Leverage Ratio, (ii) compliance with the amount or availability of New Commitments permitted to be incurred or established in accordance with Section 2.8 (including for purposes of incurring Incremental Equivalent Indebtedness in lieu of New Commitments), the Available Basket Amount or any other basket measured as a percentage of EBITDA, or (iii) the absence of a Default or Event of Default as a condition precedent to the consummation of a Limited Condition Transaction, the date of determination as to the whether the relevant condition is satisfied (the “LCT Test Date”) shall, at the election of Borrower (an “LCT Election”), be the date of execution of the definitive agreements for such Limited Condition Transaction, immediately after giving effect to such Limited Condition Transaction on a Pro Forma Basis and the other 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; provided that in connection with any Limited Condition Transaction for which an LCT Election has been made, it shall be a condition to the consummation of such Limited Condition Transaction that, as of the date of such consummation, no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) exists or would result therefrom. For the avoidance of doubt if any of such ratios or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in EBITDA of Borrower or the Person subject to such Limited Condition Transaction), at or prior to the consummation of the relevant transaction or action, such ratios or amounts will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken. If Borrower makes an LCT Election, then in connection with any calculation of any ratio, test or basket availability with respect to any transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis (i) assuming that such Limited Condition Transaction 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 Transaction 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 1.9 to the contrary, the requirements of Section 8.2 are required to be satisfied in connection with any extensions of credit (except as expressly provided in Section 2.8 in connection with New Term Loan Commitments.

Limited Condition Transactions. To (a) Notwithstanding anything in this Indenture to the extent that contrary, when calculating any applicable financial ratio or test or determining other compliance with this Indenture or the terms Notes (including the determination of compliance with any provision of this Agreement require (i) pro forma compliance with the Interest Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio Indenture or the Senior Secured Leverage Ratio, (ii) compliance with the amount or availability of New Commitments permitted to be incurred or established in accordance with Section 2.8 (including for purposes of incurring Incremental Equivalent Indebtedness in lieu of New Commitments), the Available Basket Amount or any other basket measured as a percentage of EBITDA, or (iii) the absence of a Notes which requires that no Default or Event of Default as a condition precedent to has occurred, is continuing or would result therefrom) in connection with the consummation of a Limited Condition Transaction, the date of determination as of such ratio or test 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 Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the whether date the relevant condition is satisfied definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) shalland if, at the election of Borrower (an “LCT Election”), be the date of execution of the definitive agreements for after such Limited Condition Transaction, immediately financial ratios and tests and other provisions are measured on a pro forma basis after giving effect to such Limited Condition Transaction on a Pro Forma Basis and the other 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 relevant test periodperiod being used to calculate such financial ratio ending prior to the LCT Test Date, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that in connection with any Limited Condition Transaction for which an LCT Election has been madethat, it shall at the option of the Issuer, the relevant ratios and baskets may be a condition to recalculated at the time of consummation of such Limited Condition Transaction that, as of the date of such consummation, no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) exists or would result therefromTransaction. For the avoidance of doubt doubt, (x) if any of such financial ratios or amounts for which compliance was determined or tested as of the LCT Test Date tests are exceeded as a result of fluctuations in such ratio or amount test (including due to fluctuations in EBITDA of Borrower or the Person subject to such Limited Condition Transaction), Issuer) at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such financial ratios or amounts will and tests and other provisions shall not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken. If Borrower makes an LCT Election, then in connection with any calculation of any ratio, test or basket availability with respect to any transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or permitted under this Indenture and the date that Notes and (y) such financial ratios and tests and other provisions shall not be tested at the definitive agreement for such Limited Condition Transaction is terminated or expires without time of consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test Transaction or basket shall be required to be satisfied on a Pro Forma Basis (i) assuming that such Limited Condition Transaction 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 Transaction 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 1.9 to the contrary, the requirements of Section 8.2 are required to be satisfied in connection with any extensions of credit (except as expressly provided in Section 2.8 in connection with New Term Loan Commitmentsrelated transactions.

Limited Condition Transactions. To (a) Notwithstanding anything in this Indenture to the extent that contrary, when calculating any applicable financial ratio or test or determining other compliance with this Indenture or the terms Notes (including the determination of compliance with any provision of this Agreement require (i) pro forma compliance with the Interest Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio Indenture or the Senior Secured Leverage Ratio, (ii) compliance with the amount or availability of New Commitments permitted to be incurred or established in accordance with Section 2.8 (including for purposes of incurring Incremental Equivalent Indebtedness in lieu of New Commitments), the Available Basket Amount or any other basket measured as a percentage of EBITDA, or (iii) the absence of a Notes which requires that no Default or Event of Default as a condition precedent to has occurred, is continuing or would result therefrom) in connection with the consummation of a Limited Condition Transaction, the date of determination as of such ratio or test 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 Company (the Company’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the whether date the relevant condition is satisfied definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) shalland if, at the election of Borrower (an “LCT Election”), be the date of execution of the definitive agreements for after such Limited Condition Transaction, immediately financial ratios and tests and other provisions are measured on a pro forma basis after giving effect to such Limited Condition Transaction on a Pro Forma Basis and the other 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 relevant test periodperiod being used to calculate such financial ratio ending prior to the LCT Test Date, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that in connection with any Limited Condition Transaction for which an LCT Election has been madethat, it shall at the option of the Company, the relevant ratios and baskets may be a condition to recalculated at the time of consummation of such Limited Condition Transaction that, as of the date of such consummation, no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) exists or would result therefromTransaction. For the avoidance of doubt doubt, (x) if any of such financial ratios or amounts for which compliance was determined or tested as of the LCT Test Date tests are exceeded as a result of fluctuations in such ratio or amount test (including due to fluctuations in Consolidated EBITDA of Borrower or the Person subject to such Limited Condition Transaction), Company) at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such financial ratios or amounts will and tests and other provisions shall not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken. If Borrower makes an LCT Election, then in connection with any calculation of any ratio, test or basket availability with respect to any transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or permitted under this Indenture and the date that Notes and (y) such financial ratios and tests and other provisions shall not be tested at the definitive agreement for such Limited Condition Transaction is terminated or expires without time of consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test Transaction or basket shall be required to be satisfied on a Pro Forma Basis (i) assuming that such Limited Condition Transaction 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 Transaction 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 1.9 to the contrary, the requirements of Section 8.2 are required to be satisfied in connection with any extensions of credit (except as expressly provided in Section 2.8 in connection with New Term Loan Commitmentsrelated transactions.

Limited Condition Transactions. To Notwithstanding anything to the extent that contrary contained in this Agreement (for the terms avoidance of doubt, including Section 2.22 and Section 4.01) or in any other Loan Document, for purposes of (i) determining compliance with any provision of this Agreement require (i) pro forma compliance with which requires calculation of the Interest Coverage Consolidated Non-Guarantor Debt Ratio, the Senior Secured Net Leverage Ratio, the Total Leverage Ratio, the First Lien Leverage Interest Coverage Ratio or the Senior Secured Total Net Leverage Ratio, (ii) compliance with the amount or availability of New Commitments permitted to be incurred or established in accordance with Section 2.8 (including for purposes of incurring Incremental Equivalent Indebtedness in lieu of New Commitments), the Available Basket Amount or any other basket measured as a percentage of EBITDA, or (iii) the absence of determining whether a Default or Event of Default as a condition precedent to has occurred and is continuing or would result, (iii) determining the accuracy of any representation or warranty or (iv) testing availability under baskets set forth in this Agreement, in each case in connection with the consummation of a Limited Condition Transaction, the date of determination as to the whether the relevant condition is satisfied (the “LCT Test Date”) shall, at the Borrower’s election of Borrower (an “LCT Election”), be the date of execution of on which the definitive agreements for such Limited Condition TransactionTransaction are entered into (such date, the “LCT Test Date”) immediately after giving pro forma effect to such Limited Condition Transaction on a Pro Forma Basis and the other 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; provided that in connection with any if the Borrower elects to determine the absence of a Default or Event of Default on the LCT Test Date, then the consummation of the Limited Condition Transaction for which an LCT Election has been made, it shall be a condition to conditioned on the consummation absence of such Limited Condition Transaction that, as of the date of such consummation, no any Event of Default under Section 9.1(a7.01(b), 9.1(b(c), (g) or 9.1(j) exists or would result therefrom(h). For the avoidance of doubt doubt, if any of such ratios or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in EBITDA of Borrower or the Person subject to such Limited Condition Transaction)amount, at or prior to the consummation of the relevant transaction or actionany Limited Condition Transaction, such ratios or amounts will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action such Limited Condition Transaction is permitted to be consummated or taken. If hereunder; provided that if the Borrower makes has made an LCT Election, then in connection with any calculation of any ratio, test or basket availability with respect to any transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreementhereunder, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis (i) pro forma basis, assuming that such Limited Condition Transaction 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 Transaction 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 1.9 to the contrary, the requirements of Section 8.2 are required to be satisfied in connection with any extensions of credit (except as expressly provided in Section 2.8 in connection with New Term Loan Commitments.

Limited Condition Transactions. To the extent that the terms of this Agreement require (i) pro forma compliance In connection with the Interest Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio or the Senior Secured Leverage Ratio, (ii) compliance with the amount or availability of New Commitments permitted to be incurred or established in accordance with Section 2.8 (including for purposes of incurring Incremental Equivalent Indebtedness in lieu of New Commitments), the Available Basket Amount or determining whether any other basket measured as a percentage of EBITDA, or (iii) the absence of a Default or Event of Default as a condition precedent to the consummation of a Limited Condition Transaction, the date of determination as to the whether the relevant condition is satisfied (the “LCT Test Date”) shall, at the election of Borrower (an “LCT Election”), be the date of execution of the definitive agreements for such Limited Condition Transaction, immediately after giving effect to such Limited Condition Transaction on a Pro Forma Basis and the other any actions or transactions to be entered into in connection therewith related thereto (including any incurrence the incurrence, issuance or assumption of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens and the making of Restricted Payments and Investments) as if they occurred is permitted hereunder, for which determination requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basis, at the beginning option of the applicable test period; provided that Operating LLC (Operating LLC’s election to exercise such option in connection with any Limited Condition Transaction for which Transaction, an “LCT Election has been madeElection”), it the date of determination shall be a condition deemed to be the consummation of date the definitive agreement for such Limited Condition Transaction that, as of is entered into (the date of such consummation, no Event of Default under Section 9.1(a“LCT Test Date”), 9.1(b) or 9.1(j) exists or and if, after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would result therefromhave been permitted on the relevant LCT Test Date in compliance with such provision. For the avoidance of doubt doubt, if Operating LLC has made an LCT Election, (1) if any of such ratios the ratios, tests or amounts baskets for which compliance was determined or tested as of the LCT Test Date are would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio ratio, test or amount (basket, including due to fluctuations in EBITDA of Borrower or the Person subject to such Limited Condition Transaction), at or prior to the consummation Consolidated Cash Flow of the relevant transaction or actionCompany, such baskets, tests or ratios or amounts will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations solely for purposes (and no Default or Event of determining whether Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the relevant transaction or action is permitted to be consummated or taken. If Borrower makes an LCT Election, then in connection with any calculation of availability under any ratio, test or basket availability in connection with respect any action or transaction unrelated to any transaction such Limited Conditional Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or and the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires passes, as applicable, without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test or basket shall be required determined or tested giving pro forma effect to be satisfied on a Pro Forma Basis (i) assuming that such Limited Condition Transaction 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 Transaction 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 1.9 to the contrary, the requirements of Section 8.2 are required to be satisfied in connection with any extensions of credit (except as expressly provided in Section 2.8 in connection with New Term Loan CommitmentsTransaction.

Limited Condition Transactions. To the extent that the terms of this Agreement require (i) pro forma compliance with the Interest Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio or the Senior Secured Leverage Ratio, (ii) compliance with the amount or availability of New Commitments permitted to be incurred or established in accordance with Section 2.8 (including for purposes of incurring Incremental Equivalent Indebtedness in lieu of New Commitments), the Available Basket Amount or any other basket measured as a percentage of EBITDA, or (iii) the absence of a Default or Event of Default as a condition precedent to the consummation of a Limited Condition Transaction, the date of determination as to the whether the relevant condition is satisfied (the “LCT Test Date”) shall, at the election of Borrower (an “LCT Election”), be the date of execution of the definitive agreements for such Limited Condition Transaction, immediately after giving effect to such Limited Condition Transaction on a Pro Forma Basis and the other 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; provided that in connection with any Limited Condition Transaction for which an LCT Election has been made, it shall be a condition to the consummation of such Limited Condition Transaction that, as of the date of such consummation, no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) exists or would result therefrom. For the avoidance of doubt if any of such ratios or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in EBITDA of Borrower or the Person subject to such Limited Condition Transaction), at or prior to the consummation of the relevant transaction or action, such ratios or amounts will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken. If Borrower makes an LCT Election, then in connection with any calculation of any ratio, test or basket availability with respect to any transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis (i) assuming that such Limited Condition Transaction 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 Transaction 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 1.9 to the contrary, the requirements of Section 8.2 are required to be satisfied in connection with any extensions of credit (except as expressly provided in Section 2.8 in connection with New Term Loan Commitments.

Limited Condition Transactions. To (a) Notwithstanding anything in this Indenture to the extent that contrary, when calculating any applicable financial ratio or test or determining other compliance with this Indenture or the terms Notes (including the determination of compliance with any provision of this Agreement require (i) pro forma compliance with the Interest Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio Indenture or the Senior Secured Leverage Ratio, (ii) compliance with the amount or availability of New Commitments permitted to be incurred or established in accordance with Section 2.8 (including for purposes of incurring Incremental Equivalent Indebtedness in lieu of New Commitments), the Available Basket Amount or any other basket measured as a percentage of EBITDA, or (iii) the absence of a Notes which requires that no Default or Event of Default as a condition precedent to has occurred, is continuing or would result therefrom) in connection with the consummation of a Limited Condition Transaction, the date of determination as of such ratio or test 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 Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the whether date the relevant condition is satisfied definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) shalland if, at the election of Borrower (an “LCT Election”), be the date of execution of the definitive agreements for after such Limited Condition Transaction, immediately financial ratios and tests and other provisions are measured on a pro forma basis after giving effect to such Limited Condition Transaction on a Pro Forma Basis and the other 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 relevant test periodperiod being used to calculate such financial ratio ending prior to the LCT Test Date, such Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that in connection with any Limited Condition Transaction for which an LCT Election has been madethat, it shall at the option of such Issuer, the relevant ratios and baskets may be a condition to recalculated at the time of consummation of such Limited Condition Transaction that, as of the date of such consummation, no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) exists or would result therefromTransaction. For the avoidance of doubt doubt, (x) if any of such financial ratios or amounts for which compliance was determined or tested as of the LCT Test Date tests are exceeded as a result of fluctuations in such ratio or amount test (including due to fluctuations in EBITDA of Borrower or the Person subject to such Limited Condition Transaction), Issuer) at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such financial ratios or amounts and tests 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 transaction or action is permitted to be consummated or taken. If Borrower makes an LCT Election, then in connection with any calculation of any ratio, test or basket availability with respect to any transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or permitted under this Indenture and the date that Notes and (y) such financial ratios and tests and other provisions shall not be tested at the definitive agreement for such Limited Condition Transaction is terminated or expires without time of consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test Transaction or basket shall be required to be satisfied on a Pro Forma Basis (i) assuming that such Limited Condition Transaction 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 Transaction 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 1.9 to the contrary, the requirements of Section 8.2 are required to be satisfied in connection with any extensions of credit (except as expressly provided in Section 2.8 in connection with New Term Loan Commitmentsrelated transactions.

Limited Condition Transactions. To the extent that the terms For purposes of (a) determining compliance with any provision of this Agreement require which requires the calculation of the Fixed Charge Coverage Ratio or any other financial ratio in the Loan Documents and (ib) pro forma determining compliance with the Interest Coverage Ratiorepresentations and warranties or any provision requiring the absence of Defaults or Events of Default set forth in the Loan Documents, the Total Leverage Ratioin each case, the First Lien Leverage Ratio or the Senior Secured Leverage Ratio, (ii) compliance with the amount or availability of New Commitments permitted to be incurred or established in accordance with Section 2.8 (including solely for purposes of incurring Incremental Equivalent Indebtedness in lieu of New Commitments), the Available Basket Amount or any other basket measured as a percentage of EBITDA, or (iii) the absence of a Default or Event of Default as a condition precedent to determining whether the consummation of a Permitted Acquisition that Loan Parties or one or more of their respective 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 (any such transaction, a “Limited Condition TransactionAcquisition”) is permitted hereunder, the date of any such determination as to the whether the relevant condition is satisfied (the “LCT Test Date”) shall, at the election option of Borrower Agent (Borrower Agent’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCT LCA Election”), be the date of execution of on which the definitive agreements for such Limited Condition Transaction, Acquisition are entered into (the “LCA Test Date”) immediately after giving pro forma effect to such Limited Condition Transaction on a Pro Forma Basis Acquisition and the other transactions to be entered into all Indebtedness incurred or assumed in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they such events had occurred at the beginning of the applicable test periodmost recently ended period of four (4) consecutive Fiscal Quarters prior to the LCA Test Date for which financial statements have been received or obtained by Agent (including financial statements for periods prior to the Closing Date) and all other appropriate pro forma adjustments related thereto (including the payment, retirement or redemption of Indebtedness); provided that provided, that, (a) Excess Availability under this Agreement shall be tested at the time of the consummation of the Limited Condition Acquisition, (b) in connection the case of determining compliance with any Limited Condition Transaction for provisions of this Agreement which an LCT Election requires that no Default or Event of Default, as applicable, has been madeoccurred, it is continuing or would result from any such action, as applicable, such condition shall be a condition deemed satisfied so long as (i) no Event of Default exists on the LCA Test Date and (ii) no Event of Default under Section 11.1(a) or 11.1(j) exists at the time of or immediately after giving effect to the consummation of such Limited Condition Transaction thatAcquisition, (c) in the case 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 (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 date LCA Test Date and (ii) customary “specified acquisition agreement representations” are true and correct in all material respects (or, in the case of such consummationrepresentations qualified by materiality, no Event in all respects) at the time of, and immediately after giving effect to, the consummation of Default under Section 9.1(a), 9.1(b) or 9.1(j) exists or would result therefrom. For the avoidance of doubt if any of such ratios or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in EBITDA of Borrower or the Person subject to such Limited Condition Transaction), at or prior to the consummation of the relevant transaction or actionAcquisition and (d) in all cases, such ratios or amounts will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to Limited Condition Acquisition shall be consummated on or takenbefore the date which is ninety (90) days after the LCA Test Date. If Borrower makes Agent has made an LCT ElectionLCA Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test or basket availability with respect to any transaction permitted hereunder (each, a “Subsequent Transaction”) following the relevant LCT LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction 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 TransactionAcquisition, for purposes of determining whether such subsequent transaction Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis (i) pro forma basis assuming that such Limited Condition Transaction 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 and (ii) assuming that such Limited Condition Transaction 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 1.9 to the contrary, the requirements of Section 8.2 are required to be satisfied in connection with any extensions of credit (except as expressly provided in Section 2.8 in connection with New Term Loan Commitments.

Limited Condition Transactions. To the extent that the terms of Notwithstanding anything in this Agreement require or any Loan Document to the contrary, when (i) pro forma compliance calculating any applicable ratio in connection with the Interest Coverage Ratiomaking of an Investment, the Total Leverage Ratio, the First Lien Leverage Ratio or the Senior Secured Leverage Ratioincluding any Permitted Acquisitions, (ii) compliance with determining the amount accuracy of any representation or availability of New Commitments permitted to be incurred or established in accordance with Section 2.8 (including for purposes of incurring Incremental Equivalent Indebtedness in lieu of New Commitments)warranty, the Available Basket Amount or any other basket measured as a percentage of EBITDA, or (iii) the absence of a determining whether any Default or Event of Default as a has occurred, is continuing or would result from any action, or (iv) determining compliance with any other condition precedent to the consummation any action or transaction, in each case of clauses (i) through (iv) in connection with a Limited Condition Transaction, the date of determination as to 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, or the relevant satisfaction of any other condition is satisfied (the “LCT Test Date”) precedent shall, at the election option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT LCA Election”), be deemed to be the date of execution of that the definitive agreements agreement for such Limited Condition Transaction, immediately Investment is entered into (the “LCA Test Date”). If on a Pro Forma Basis after giving effect to such Limited Condition Transaction on a Pro Forma Basis and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness 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 Transaction or other transactions had occurred at the beginning of the applicable test period; provided that in connection with any Limited Condition Transaction most recent fiscal quarter ending prior to the LCA Test Date for which an LCT Election has financial statements have been madedelivered pursuant to Section 5.1(a) or (b), it as applicable, the Borrower could have taken such action on the relevant LCA Test Date in compliance with the applicable ratios or other provisions, such provisions shall be a condition deemed to have been complied with, (x) unless an Event of Default pursuant to 8.1(a), 8.1(b), 8.1(h), 8.1(i) or 8.1(j) shall be continuing on the consummation of date such Limited Condition Transaction thatis consummated, and (y) so long as of the date of on which such consummation, no Event of Default under Section 9.1(a), 9.1(bLimited Condition Transaction occurs is not more than six (6) or 9.1(j) exists or would result therefrommonths after the LCA Test Date. For the avoidance of doubt doubt, (i) if any of such ratios ratios, representations and warranties, absence of defaults, satisfaction of conditions precedent or amounts for which compliance was determined or tested as of the LCT Test Date other provisions are exceeded or breached as a result of fluctuations in any such ratio or amount (including due to fluctuations in EBITDA of Borrower or the Person subject to such Limited Condition TransactionConsolidated EBITDA), a change in facts and circumstances or other provisions at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such ratios or amounts ratios, representations and warranties, absence of defaults, satisfaction of conditions precedent 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 relevant transaction or action Limited Condition Transaction and any related transactions are permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction, so long as the date on which such Limited Condition Transaction is permitted to be consummated or takenis not more than six (6) months after the LCA Test Date. If the Borrower makes has made an LCT ElectionLCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, test ratio or basket availability with respect to any other transaction on or following the relevant LCT LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test ratio or basket shall be required to be satisfied calculated on a Pro Forma Basis (i) assuming that such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and consummated. For purposes of any calculation pursuant to this Section 1.7 of the Consolidated Fixed Charge Coverage Ratio, clause (iia) assuming that of the definition of Consolidated Fixed Charges may be calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such Limited Condition Transaction and other transactions based on the indicative interest margin contained in connection therewith (including any incurrence of financing commitment documentation with respect to such Indebtedness and or, if no such indicative interest margin exists, as reasonably determined by the use of proceeds thereof) have not been consummated. For the avoidance of doubt, notwithstanding anything Borrower in this Section 1.9 to the contrary, the requirements of Section 8.2 are required to be satisfied in connection with any extensions of credit (except as expressly provided in Section 2.8 in connection with New Term Loan Commitmentsgood faith.

Limited Condition Transactions. To the extent that the terms of this Agreement Annex F require (i) pro forma compliance with the Interest Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio or the Senior Secured Leverage Ratio, (ii) compliance with the amount or availability of New Commitments permitted to be incurred or established in accordance with Section 2.8 (including for purposes of incurring Incremental Equivalent Indebtedness in lieu of New Commitments), the Available Basket Amount or any other basket measured as a percentage of EBITDA, or (iii) the absence of a Potential Default or Event of Default as a condition precedent to the consummation of a Limited Condition Transaction, the date of determination as to the whether the relevant condition is satisfied (the “LCT Test Date”) shall, at the election of Borrower the Guarantor (an “LCT Election”), be the date of execution of the definitive agreements for such Limited Condition Transaction, immediately after giving effect to such Limited Condition Transaction on a Pro Forma Basis and the other 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; provided that in connection with any Limited Condition Transaction for which an LCT Election has been made, it shall be a condition to the consummation of such Limited Condition Transaction that, as of the date of such consummation, no Event of Default under Section 9.1(a), 9.1(b11.03(a)(i) or 9.1(j(vii) of the Agreement exists or would result therefrom. For the avoidance of doubt if any of such ratios or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in EBITDA of Borrower the Guarantor or the Person subject to such Limited Condition Transaction), at or prior to the consummation of the relevant transaction or action, such ratios or amounts will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken. If Borrower the Guarantor makes an LCT Election, then in connection with any calculation of any ratio, test or basket availability with respect to any transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this AgreementAnnex F, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis (i) assuming that such Limited Condition Transaction 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 Transaction 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 1.9 to the contrary, the requirements of Section 8.2 are required to be satisfied in connection with any extensions of credit (except as expressly provided in Section 2.8 in connection with New Term Loan Commitments.

Limited Condition Transactions. To (a) Notwithstanding anything in this Indenture to the extent that contrary, when calculating any applicable financial ratio or test or determining other compliance with this Indenture or the terms notes (including the determination of compliance with any provision of this Agreement require (i) pro forma compliance with the Interest Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio Indenture or the Senior Secured Leverage Ratio, (ii) compliance with the amount or availability of New Commitments permitted to be incurred or established in accordance with Section 2.8 (including for purposes of incurring Incremental Equivalent Indebtedness in lieu of New Commitments), the Available Basket Amount or any other basket measured as a percentage of EBITDA, or (iii) the absence of a notes which requires that no Default or Event of Default as a condition precedent to has occurred, is continuing or would result therefrom) in connection with the consummation of a Limited Condition Transaction, the date of determination as of such ratio or test 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 an Issuer (such Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the whether date the relevant condition is satisfied definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) shalland if, at the election of Borrower (an “LCT Election”), be the date of execution of the definitive agreements for after such Limited Condition Transaction, immediately financial ratios and tests and other provisions are measured on a pro forma basis after giving effect to such Limited Condition Transaction on a Pro Forma Basis and the other 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 relevant test periodperiod being used to calculate such financial ratio ending prior to the LCT Test Date, such Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that in connection with any Limited Condition Transaction for which an LCT Election has been madethat, it shall at the option of such Issuer, the relevant ratios and baskets may be a condition to recalculated at the time of consummation of such Limited Condition Transaction that, as of the date of such consummation, no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) exists or would result therefromTransaction. For the avoidance of doubt doubt, (x) if any of such financial ratios or amounts for which compliance was determined or tested as of the LCT Test Date tests are exceeded as a result of fluctuations in such ratio or amount test (including due to fluctuations in EBITDA of Borrower or the Person subject to such Limited Condition Transaction), Issuer) at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such financial ratios or amounts and tests 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 transaction or action is permitted to be consummated or taken. If Borrower makes an LCT Election, then in connection with any calculation of any ratio, test or basket availability with respect to any transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or permitted under this Indenture and the date that notes and (y) such financial ratios and tests and other provisions shall not be tested at the definitive agreement for such Limited Condition Transaction is terminated or expires without time of consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test Transaction or basket shall be required to be satisfied on a Pro Forma Basis (i) assuming that such Limited Condition Transaction 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 Transaction 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 1.9 to the contrary, the requirements of Section 8.2 are required to be satisfied in connection with any extensions of credit (except as expressly provided in Section 2.8 in connection with New Term Loan Commitmentsrelated transactions.

Limited Condition Transactions. To 1.6.1. When calculating the extent that the terms availability under any covenant or ratio under this Agreement or compliance with any provision of this Agreement require (i) pro forma compliance with the Interest Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio or the Senior Secured Leverage Ratioaccuracy of any representations and warranties set forth herein or in any Loan Documents in connection with any Limited Condition Transaction and any actions or transactions related thereto, in each case, at the option of the Parent (ii) compliance with the amount or availability of New Commitments permitted Parent’s election to be incurred or established in accordance with Section 2.8 (including for purposes of incurring Incremental Equivalent Indebtedness in lieu of New Commitmentsexercise such option, an “LCT Election”), the Available Basket Amount date of determination for availability under any such covenant or ratio and whether any such action or transaction is permitted (or any other basket measured requirement or condition therefor is complied with or satisfied (including as a percentage of EBITDA, or (iii) to the absence of a any continuing Potential Default or Event of Default as a condition precedent and the accuracy of any representations and warranties)) hereunder shall be deemed to the consummation of a Limited Condition Transaction, be the date of determination as to the whether the relevant condition is satisfied (the “LCT Test Date”) shall, at the election of Borrower (an “LCT Election”), be the date of execution of the definitive agreements for such Limited Condition TransactionTransaction are entered into, immediately and if, after giving pro forma effect to such the Limited Condition Transaction on a Pro Forma Basis and the other any actions or transactions to be entered into in connection therewith related thereto (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred and any related pro forma adjustments, the Parent or any Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such ratio, test or covenant basket (and any related requirements and conditions), such ratio, test or covenant basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposes (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued or incurred at the beginning LCT Test Date or at any time thereafter); provided, that, except as set forth in clause (y) of the immediately succeeding proviso, compliance with such ratios, tests or covenant baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable test periodLCT Test Date; provided that in connection with and provided, further, that, to the extent the proceeds of Loans shall be used to finance or fund any such Limited Condition Transaction for which an LCT Election has been made, it shall be a condition to the consummation of Transaction: (x) any such Limited Condition Transaction that, as of shall be consummated prior to the date of which is 180 days following such consummation, LCT Test Date and (y) no Event of Default under Section 9.1(a)9.1.1 [Payments Under Loan Documents], 9.1(b) Section 9.1.13 [Relief Proceedings] or 9.1(j) exists Section 9.1.4 [Breach of Specified Covenants] with respect to a breach of the Financial Covenants shall be continuing on the date of consummation of the Limited Condition Transaction or would result therefrom. For the avoidance of doubt if any of such ratios or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded occur as a result of fluctuations in such ratio or amount (including due to fluctuations in EBITDA of Borrower or the Person subject to such Limited Condition Transaction), at or prior to the consummation of the relevant transaction or action, such ratios or amounts will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken. If Borrower makes an LCT Election, then in connection with any calculation of any ratio, test or basket availability with respect to any transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis (i) assuming that such Limited Condition Transaction 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 Transaction 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 1.9 to the contrary, the requirements of Section 8.2 are required to be satisfied in connection with any extensions of credit (except as expressly provided in Section 2.8 in connection with New Term Loan Commitments.

Limited Condition Transactions. To 1.6.1. When calculating the extent that the terms availability under any covenant or ratio under this Agreement or compliance with any provision of this Agreement require (i) pro forma compliance with the Interest Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio or the Senior Secured Leverage Ratioaccuracy of any representations and warranties set forth herein or in any Loan Documents in connection with any Limited Condition Transaction and any actions or transactions related thereto, in each case, at the option of the Parent (ii) compliance with the amount or availability of New Commitments permitted Parent’s election to be incurred or established in accordance with Section 2.8 (including for purposes of incurring Incremental Equivalent Indebtedness in lieu of New Commitmentsexercise such option, an “LCT Election”), the Available Basket Amount date of determination for availability under any such covenant or ratio and whether any such action or transaction is permitted (or any other basket measured requirement or condition therefor is complied with or satisfied (including as a percentage of EBITDA, or (iii) to the absence of a any continuing Potential Default or Event of Default as a condition precedent and the accuracy of any representations and warranties)) hereunder shall be deemed to the consummation of a Limited Condition Transaction, be the date of determination as to the whether the relevant condition is satisfied (the “LCT Test Date”) shall, at the election of Borrower (an “LCT Election”), be the date of execution of the definitive agreements for such Limited Condition TransactionTransaction are entered into, immediately and if, after giving pro forma effect to such the Limited Condition Transaction on a Pro Forma Basis and the other any actions or transactions to be entered into in connection therewith related thereto (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at and any related pro forma adjustments, the beginning of Parent or any Subsidiaries would have been permitted to take such actions or consummate such transactions on the applicable test period; provided that in connection with any Limited Condition Transaction for which an LCT Election has been made, it shall be a condition to the consummation of such Limited Condition Transaction that, as of the date of such consummation, no Event of Default under Section 9.1(a), 9.1(b) or 9.1(j) exists or would result therefrom. For the avoidance of doubt if any of such ratios or amounts for which compliance was determined or tested as of the relevant LCT Test Date are exceeded as a result of fluctuations in compliance with such ratio ratio, test or amount covenant basket (including due to fluctuations in EBITDA of Borrower or the Person subject to such Limited Condition Transactionand any related requirements and conditions), at such ratio, test or prior to the consummation of the relevant transaction or action, such ratios or amounts will not covenant basket (and any related requirements and conditions) shall be deemed to have been exceeded as a result complied with (or satisfied) for all purposes (in the case of Indebtedness, for example, whether such fluctuations solely for purposes of determining whether Indebtedness is committed, issued or incurred at the relevant transaction or action is permitted to be consummated or taken. If Borrower makes an LCT Election, then in connection with any calculation of any ratio, test or basket availability with respect to any transaction following the relevant LCT Test Date or at any time thereafter); provided, that, except as set forth in clause (y) of the immediately succeeding proviso, compliance with such ratios, tests or covenant baskets (and prior any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date; and provided, further, that, to the earlier extent the proceeds of the date on which Loans shall be used to finance or fund any such Limited Condition Transaction: (x) any such Limited Condition Transaction is shall be consummated or prior to the date that the definitive agreement for which is 120 days following such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis (i) assuming that such Limited Condition Transaction 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 Transaction 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 1.9 to the contrary, the requirements of Section 8.2 are required to be satisfied in connection with any extensions of credit (except as expressly provided in Section 2.8 in connection with New Term Loan Commitments.LCT