Common use of Limited Conditionality Acquisition Clause in Contracts

Limited Conditionality Acquisition. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio, the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA or total assets or whether a Default or Event of Default has occurred and is continuing or any representations and warranties have been complied with, in each case in connection with a Limited Condition Transaction, the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred and is continuing shall, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into or the date of the declaration or making of such Restricted Payment constituting a Limited Condition Transaction or of the giving of irrevocable (which may be conditional) notice with respect to a repayment, repurchase or redemption of Indebtedness constituting a Limited Condition Transaction, or, as an alternative option with respect to Permitted Acquisitions or investments constituting Limited Condition Transactions, the date of a public announcement of an intention to make an offer in respect of the target of such Permitted Acquisition or investment (the “LCA Test Date”) after giving Pro Forma Effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if such transactions occurred at the beginning of the applicable Test Period, and for the avoidance of doubt, if any of such ratios or other provisions are exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower or such person subject to such Limited Condition Transaction) or other provisions at or prior to the consummation of the relevant Limited Condition Transaction, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder. If the Lead Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio on or following the relevant 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, any such ratio shall be calculated (and tested) on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) had been consummated on the LCA Test Date.

Limited Conditionality Acquisition. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio, the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA or total assets or whether a Default or Event of Default has occurred and is continuing or any representations and warranties have been complied withcontinuing, in each case in connection with a Limited Condition TransactionAcquisition, the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred and is continuing shall, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition TransactionAcquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction Acquisition are entered into or the date of the declaration or making of such Restricted Payment constituting a Limited Condition Transaction or of the giving of irrevocable (which may be conditional) notice with respect to a repayment, repurchase or redemption of Indebtedness constituting a Limited Condition Transaction, or, as an alternative option with respect to Permitted Acquisitions or investments constituting Limited Condition Transactions, the date of a public announcement of an intention to make an offer in respect of the target of such Permitted Acquisition or investment (the “LCA Test Date”) after giving Pro Forma Effect to such Limited Condition Transaction 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 such transactions occurred at the beginning of the applicable Test Period, and for the avoidance of doubt, if any of such ratios or other provisions are exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower or such person subject to such Limited Condition TransactionAcquisition) or other provisions at or prior to the consummation of the relevant Limited Condition TransactionAcquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction Acquisition is permitted hereunder. If the Lead Borrower has made an LCA Election for any Limited Condition TransactionAcquisition, then in connection with any subsequent calculation of any ratio on or following the relevant 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, any such ratio shall be calculated (and tested) on a pro forma basis assuming such Limited Condition Transaction Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) had been consummated on the LCA Test Date.

Limited Conditionality Acquisition. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio, the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA or total assets or whether a Default or Event of Default has occurred and is continuing or any representations and warranties have been complied withcontinuing, in each case in connection with a Limited Condition TransactionAcquisition, the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred and is continuing shall, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition TransactionAcquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction Acquisition are entered into or the date of the declaration or making of such Restricted Payment constituting a Limited Condition Transaction or of the giving of irrevocable (which may be conditional) notice with respect to a repayment, repurchase or redemption of Indebtedness constituting a Limited Condition Transaction, or, as an alternative option with respect to Permitted Acquisitions or investments constituting Limited Condition Transactions, the date of a public announcement of an intention to make an offer in respect of the target of such Permitted Acquisition or investment (the “LCA Test Date”) after giving Pro Forma Effect to such Limited Condition Transaction 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 such transactions occurred at the beginning of the applicable Test Period, and for the avoidance of doubt, if any of such ratios or other provisions are exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower or such person subject to such Limited Condition TransactionAcquisition) or other provisions at or prior to the consummation of the relevant Limited Condition TransactionAcquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction Acquisition is permitted hereunder. If the Lead Borrower has made an LCA Election for any Limited Condition TransactionAcquisition, then in connection with any subsequent calculation of any ratio on or following the relevant 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, any such ratio shall be calculated (and tested) on a pro forma basis assuming such Limited Condition Transaction Acquisition and other transactions in connection AMERICAS 123601947 82 therewith (including any incurrence of Indebtedness and the use of proceeds thereof) had been consummated on the LCA Test Date.

Limited Conditionality Acquisition. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio, the amount or availability of the Available Amount or any other basket based on Consolidated EBITDA or total assets or whether a Default or Event of Default has occurred and is continuing or any representations and warranties have been complied withcontinuing, in each case in connection with a Limited Condition TransactionAcquisition, the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred and is continuing shall, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition TransactionAcquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction Acquisition are entered into or the date of the declaration or making of such Restricted Payment constituting a Limited Condition Transaction or of the giving of irrevocable (which may be conditional) notice with respect to a repayment, repurchase or redemption of Indebtedness constituting a Limited Condition Transaction, or, as an alternative option with respect to Permitted Acquisitions or investments constituting Limited Condition Transactions, the date of a public announcement of an intention to make an offer in respect of the target of such Permitted Acquisition or investment (the “LCA Test Date”) after giving Pro Forma Effect to such Limited Condition Transaction 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 such transactions occurred at the beginning of the applicable Test Period, and for the avoidance of doubt, if any of such ratios or other provisions are exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of AMERICAS 107903477 the Borrower or such person subject to such Limited Condition TransactionAcquisition) or other provisions at or prior to the consummation of the relevant Limited Condition TransactionAcquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction Acquisition is permitted hereunder. If the Lead Borrower has made an LCA Election for any Limited Condition TransactionAcquisition, then in connection with any subsequent calculation of any ratio on or following the relevant 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, any such ratio shall be calculated (and tested) on a pro forma basis assuming such Limited Condition Transaction Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) had been consummated on the LCA Test Date.

Limited Conditionality Acquisition. Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary (except as otherwise expressly provided in clauses (i) and (iii) of the proviso to the first sentence of Section 2.20(a)), when (a) calculating any applicable ratio, basket, threshold, the amount or availability of the Available Amount or any other basket provision based on Consolidated Net Income or Consolidated EBITDA or total assets or whether determining other compliance with this Agreement (other than determining actual (versus pro forma) compliance with the Financial Performance Covenant), in connection with incurrence of Indebtedness, the creation of Liens, the making of any asset sale, the making of an Investment, the making of a Restricted Payment, or a prepayment or repayment in respect of Junior Financing or the designation of a Subsidiary as restricted or unrestricted (b) determining compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred and occurred, is continuing or would result therefrom, (c) determining compliance with any provision of this Agreement which requires compliance with any representations and warranties have been complied withset forth herein or (d) the satisfaction of all other conditions precedent to the incurrence of Indebtedness, the creation of Liens, the making of any disposition, the making of an Investment, the making of a Restricted Payment, or a prepayment or repayment in respect of Junior Financing or the designation of a Subsidiary as restricted, in each case in connection with a Limited Condition TransactionAcquisition, the date of determination of such ratio ratio, basket, threshold, or other provisions, determination of whether any Default or Event of Default has occurred and occurred, is continuing or would result therefrom (provided that, it shall be a condition of any Limited Condition Acquisition for which an LCA Election has been made, that on the date on which such Limited Condition Acquisition is consummated, no Event of Default pursuant to Sections 7.01(a), (b), (h) or (i) has occurred, is continuing or would result therefrom), determination of compliance with any representations or warranties or the satisfaction of any other conditions shall, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition TransactionAcquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction Acquisition are entered into or the date of the declaration or making of such Restricted Payment constituting a Limited Condition Transaction or of the giving of irrevocable (which may be conditional) notice with respect to a repayment, repurchase or redemption of Indebtedness constituting a Limited Condition Transaction, or, as an alternative option with respect to Permitted Acquisitions or investments constituting Limited Condition Transactions, the date of a public announcement of an intention to make an offer in respect of the target of such Permitted Acquisition or investment (the “LCA Test Date”) ). If on a Pro Forma Basis after giving Pro Forma Effect effect to such Limited Condition Transaction Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) such ratios, baskets, thresholds, and other provisions are calculated as if such Limited Condition Acquisition or other transactions had occurred at the beginning of the applicable most recent Test Period, and for the avoidance of doubt, if any of such ratios or other provisions are exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower or such person subject to such Limited Condition Transaction) or other provisions at Period ending on or prior to the consummation LCA Test Date for which financial statements of the relevant Limited Condition Transaction, such ratios and other provisions will not be deemed Borrower have been (or were required to have been exceeded been) delivered pursuant to Section 5.01(a) or (b), as a result of applicable, the Borrower could have taken such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder. If the Lead Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio action on or following the relevant LCA Test Date and prior to in compliance with the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio shall be calculated (and tested) on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) had been consummated on the LCA Test Date.applicable AMERICAS 107083989

Limited Conditionality Acquisition. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when (a) calculating any applicable ratio, the amount or availability of the Available Amount or any other basket based on Consolidated Net Income, Consolidated EBITDA or total assets or whether determining other compliance with this Agreement, in connection with incurrence of Indebtedness for the purposes of financing a Limited Condition Acquisition or making an Investment that is a Limited Condition Acquisition and (b) determining compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred and occurred, is continuing or would result therefrom, to the extent that the incurrence of any representations and warranties have been complied withIndebtedness referred to in clause (a) or the making of any Investment referred to in clause (a) would not be permitted if such Default or Event of Default then exists or would result therefrom, in each case in connection with a Limited Condition TransactionAcquisition, the date of determination of such ratio or other provisions, provisions or determination of whether any Default or Event of Default has occurred and occurred, is continuing or would result therefrom shall, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition TransactionAcquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction Acquisition are entered into or the date of the declaration or making of such Restricted Payment constituting a Limited Condition Transaction or of the giving of irrevocable (which may be conditional) notice with respect to a repayment, repurchase or redemption of Indebtedness constituting a Limited Condition Transaction, or, as an alternative option with respect to Permitted Acquisitions or investments constituting Limited Condition Transactions, the date of a public announcement of an intention to make an offer in respect of the target of such Permitted Acquisition or investment (the “LCA Test Date”) ). If on a pro forma basis after giving Pro Forma Effect effect to such Limited Condition Transaction 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 such Limited Condition Acquisition or other transactions had occurred at the beginning of the applicable most recent LTM Period or Test Period, and as applicable, ending prior to the LCA Test Date for which financial statements of the Borrower have been delivered pursuant to Section 5.01(a), (b) or (c), 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 deemed to have been complied with. For the avoidance of doubt, (i) if any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA or other components of the Borrower or such person subject to such Limited Condition Transactionratio) or other provisions at or prior to the consummation of the relevant Limited Condition TransactionAcquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction Acquisition is permitted hereunderhereunder and (ii) such ratios and compliance with such conditions (other than conditions requiring no Event of Default under Section 7.01(a), (b), (h) or (i) and conditions requiring the accuracy of customary “Sungard” representations, in each case, which shall be required to be met upon the consummation of such Limited Condition Acquisition) shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions. If the Lead Borrower has made an LCA Election for any Limited Condition TransactionAcquisition, then in connection with any subsequent calculation of any ratio with respect to any other transactions on or following the relevant 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 for, or offer in respect of, such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition TransactionAcquisition, any such ratio shall be calculated (and tested) on a pro forma basis (x) assuming such Limited Condition Transaction Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) had been consummated on the LCA Test Date and (y) assuming such Limited Condition Acquisition and other transactions in connection therewith (excluding any EBITDA and consolidated net income of the target and any incurrence of Indebtedness) had not been consummated on the LCA Test Date. Notwithstanding anything in this Agreement or any Loan Document to the contrary, if the Borrower or its Restricted Subsidiaries (x) incurs Indebtedness, creates Liens, makes asset sales, makes Investments, makes Restricted Payments, designates any Subsidiary as restricted or unrestricted or repays any Indebtedness in connection with any Limited Condition Acquisition under a ratio-based basket and (y) incurs Indebtedness, creates Liens, makes asset sales, Investments or Restricted Payments, designates any Subsidiary as restricted or unrestricted or repays any Indebtedness in connection with such Limited Condition Acquisition under a non-ratio-based basket (which shall occur within five Business Days of the events in clause (x) above), then the applicable ratio will be calculated with respect to any such action under the applicable ratio-based basket without regard to any such action under such non-ratio-based basket made in connection with such Limited Condition Acquisition.

Limited Conditionality Acquisition. Notwithstanding anything in this Agreement or any Loan Document to the contrarycontrary (except as otherwise expressly provided in clauses (i) and (iii) of the proviso to the first sentence of Section 2.20(a)), when (a) calculating any applicable ratio, basket, threshold, the amount or availability of the Available Amount or any other basket provision based on Consolidated Net Income or Consolidated EBITDA or total assets or whether determining other compliance with this Agreement (other than determining actual (versus pro forma) compliance with the Financial Performance Covenant), in connection with incurrence of Indebtedness, the creation of Liens, the making of any asset sale, the making of an Investment, the making of a Restricted Payment, or a prepayment or repayment in respect of Junior Financing or the designation of a Subsidiary as restricted or unrestricted (b) determining compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred and occurred, is continuing or would result therefrom, (c) determining compliance with any provision of this Agreement which requires compliance with any representations and warranties have been complied withset forth herein or (d) the satisfaction of all other conditions precedent to the incurrence of Indebtedness, the creation of Liens, the making of any disposition, the making of an Investment, the making of a Restricted Payment, or a prepayment or repayment in respect of Junior Financing or the designation of a Subsidiary as restricted, in each case in connection with a Limited Condition TransactionAcquisition, the date of determination of such ratio ratio, basket, threshold, or other provisions, determination of whether any Default or Event of Default has occurred and occurred, is continuing or would result therefrom (provided that, it shall be a condition of any Limited Condition Acquisition for which an LCA Election has been made, that on the date on which such Limited Condition Acquisition is consummated, no Event of Default pursuant to Sections 7.01(a), (b), (h) or (i) has occurred, is continuing or would result therefrom), determination of compliance with any representations or warranties or the satisfaction of any other conditions shall, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition TransactionAcquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction Acquisition are entered into or the date of the declaration or making of such Restricted Payment constituting a Limited Condition Transaction or of the giving of irrevocable (which may be conditional) notice with respect to a repayment, repurchase or redemption of Indebtedness constituting a Limited Condition Transaction, or, as an alternative option with respect to Permitted Acquisitions or investments constituting Limited Condition Transactions, the date of a public announcement of an intention to make an offer in respect of the target of such Permitted Acquisition or investment (the “LCA Test Date”) ). If on a Pro Forma Basis after giving Pro Forma Effect effect to such Limited Condition Transaction Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) such ratios, baskets, thresholds, and other provisions are calculated as if such Limited Condition Acquisition or other transactions had occurred at the beginning of the most recent Test Period ending on or prior to the LCA Test Date for which financial statements of the Borrower have been (or were required to have been) delivered pursuant to Section 5.01(a) or (b), as applicable, the Borrower could have taken such action on the relevant LCA Test Date in compliance with the applicable Test Periodratios, and for baskets, thresholds or other provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (i) if any of such ratios ratios, basket, thresholds, or other provisions are exceeded or breached as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the Borrower or such person subject to such Limited Condition Transaction) or other provisions at or prior to the consummation of the relevant Limited Condition Transaction, such ratios and other provisions will not be deemed to have been exceeded as a result components of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder. If the Lead Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio on or following the relevant 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, any such ratio shall be calculated (and tested) on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) had been consummated on the LCA Test Date.ratio),