Common use of Certain Calculations and Tests Clause in Contracts

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis), to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing, (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”), (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment or (y) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2) the making of such Restricted Payment and/or (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of such notice or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a)the Total Net Leverage Ratio, any First Lien Leverage Ratio test, or the Total Net Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio testRatio) and/or any basket (including any basket measured as a percentage the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets) Assets or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing), (B) the irrevocable declaration making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses clause (A), (B) through or (C), a “Limited Condition Transaction”), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”), (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment or (y) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith)Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such notice Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a)the Total Net Leverage Ratio, any First Lien Leverage Ratio test, or the Total Net Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio testRatio) and/or any basket (including any basket measured as a percentage the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets) Assets with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments or Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket the amount of EBITDA or Total Assets shall be tested by calculating the availability under such financial ratio or test and/or basketthe amount of EBITDA or Total Assets, as applicable, on a Pro Form Basis pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Net Leverage Ratio test and/or any Consolidated Cash Interest Coverage Total Net Secured Leverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Net Leverage Ratio test and/or any Consolidated Cash Interest Coverage Total Net Secured Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence the Fixed Amounts shall be disregarded in the calculation of such amount under the financial ratio or test applicable to the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the BorrowersAmounts. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Senior Secured Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or Consolidated Cash Interest or any Fixed Charge Coverage Ratio test) and/or the amount of Consolidated Adjusted EBITDA or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) Assets or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financingInvestment, (B) the irrevocable declaration making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice (including in advance each case of such Restricted Debt Payment clauses (A), (B) and (C), the related assumption or incurrence of Indebtedness) (such action pursuant to clauses (A), (B) through or (C), a “Limited Condition Transaction”), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”), (1) in the case of any acquisition or similar Investment or related incurrence or assumption of Indebtedness, at the time of (including or on the assumption basis of the financial statements for the most recently ended Test Period at the time of), either (x) the execution of the definitive agreement with respect to such acquisition or Investment, or incurrence or assumption of Indebtedness or (y) the consummation of such acquisition or Investment, or incurrence or assumption of Indebtedness, (2) in connection therewith)the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment or (y) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such notice Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), in each case, (I) after giving effect to the relevant acquisition, Indebtedness, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets) Assets with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments or Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket amount of Consolidated Adjusted EBITDA or Consolidated Total Assets shall be tested by calculating the availability under such financial ratio or test and/or basketthe amount of Consolidated Adjusted EBITDA or Consolidated Total Assets, as applicable, on a Pro Form Basis pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Senior Secured Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Senior Secured Leverage Ratio test, any Secured Senior Leverage Ratio test, test and/or any Total Leverage Ratio test and/or any Consolidated Cash Interest Fixed Charge Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Senior Secured Leverage Ratio test, any Total Senior Leverage Ratio test and/or any Consolidated Cash Interest Coverage Total Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence the Fixed Amounts shall be disregarded in the calculation of such amount under the financial ratio or test applicable to the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under Amounts; however, for the Fixed Amountavoidance of doubt, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and substantially concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) Indebtedness and Liens in reliance on one or more of any Incurrence-Based Amount or any upon Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers Amounts shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien disregarded for purposes of testing compliance with the Total Leverage Ratio or the Fixed Charge Coverage Ratio under Section 6.026.04 and Section 6.06.

Certain Calculations and Tests. (a) 1.6.1 Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a)the Fixed Charge Coverage Ratio, any First Lien the Total Net Leverage Ratio testRatio, the Total Net Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio testor whether the Payment Conditions have been met) and/or any basket (including any basket measured as a percentage the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets) Assets or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing), (B) the irrevocable declaration making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses clause (A), (B) through or (C), a “Limited Condition Transaction”), the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower Representative (a “LCT Election”), (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment or (y) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith)Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such notice Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), in each case, (I) after giving effect to the relevant acquisitionacquisition or similar Investment, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that, solely with respect to any determination of compliance with clauses (IIiii) based on the most recently ended Test Period and (IIIiv) in the definition of “Payment Conditions”, to the extent the Lead Borrower has made an LCT Election for any Limited Condition Transaction, the determination of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the election time of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective consummation or making of such Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For Transaction regardless of whether the avoidance of doubt, (i) if Lead Borrower has chosen the Borrower Representative makes an earlier LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental FacilityTest Date. If the Lead Borrower Representative has made a an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a)the Fixed Charge Coverage Ratio, any First Lien the Total Net Leverage Ratio testRatio, the Total Net Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio testor whether the Payment Conditions have been met) and/or any basket (including any basket measured as a percentage the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets) Assets with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments or Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket the amount of EBITDA or Total Assets shall be tested by calculating the availability under such financial ratio or test and/or basketthe amount of EBITDA or Total Assets, as applicable, on a Pro Form Basis pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) 1.6.2 Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a)any Fixed Charge Coverage Ratio, any First Lien Total Net Leverage Ratio test, any the Total Net Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio testwhether the Payment Conditions have been met) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a)any Fixed Charge Coverage Ratio, any First Lien Total Net Leverage Ratio test, any the Total Net Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio testwhether the Payment Conditions have been met) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence the Fixed Amounts shall be disregarded in the calculation of such amount under the financial ratio or test applicable to the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the BorrowersAmounts. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a)) or (b) hereof, any First Lien Secured Net Leverage Ratio test, Secured and/or any Total Net Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or , (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default), (iii) the making or accuracy of any representation and/or warranty or (iv) compliance with availability under any basket or cap (including any basket expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets), in each case, a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption with respect to any Indebtedness contemplated, assumed or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing, (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice incurred in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”), (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment, (y) in connection with an acquisition or similar Investment to which the United Kingdom City Code or Takeover and Mergers (or any comparable Requirement of Law) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of the target of an acquisition (or equivalent notice under comparable Requirements of Law) or (yz) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2) the making of such Restricted Payment and/or (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of such notice or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), in each case, (I) after giving effect to the relevant acquisitioneffect, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, to the relevant acquisition or Investment (IIincluding with respect to any Indebtedness contemplated, assumed or incurred in connection therewith); provided that (A) based in the event that such acquisition or Investment shall not have been consummated on or prior to the most recently ended Test Period and (III) at date that is 270 days following the election execution of the Borrower Representativedefinitive acquisition agreement governing such acquisition or Investment, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance determination of doubt, whether the matters specified in the preceding clauses (i) if through (iv) have been satisfied shall be made on the Borrower Representative makes an LCT Electiondate of the consummation of such acquisition or Investment, and (B) no Default or Event of Default shall occur solely as a result of a change in the applicable ratio under Sections 7.01(a), 7.01(f) or test after the time such LCT Election was made and (ii) the provisions of this clause (a7.01(g) shall also apply to any Incremental Facility. If have occurred and be continuing on the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier date of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio acquisition or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)Investment. (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test) or (b) hereof, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test or amount occurring after such calculation, or after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test6.15(b) hereof, any Secured Leverage Ratio test, any Total Net Leverage Ratio test and/or any Consolidated Cash Interest Coverage Total Net Leverage Ratio test) (any such amountsamount, the a “Fixed AmountsAmount”) substantially concurrently with any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a6.15(b), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Net Leverage Ratio test and/or any Consolidated Cash Interest Coverage Total Net Leverage Ratio test) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculateddisregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount, (ii) except as provided in clause (i), pro forma effect shall be given to the entire transaction and (iii) for the avoidance of doubt, all Indebtedness substantially concurrently incurred will be included for purposes of calculating compliance with Sections 6.04(a)(xi), 6.04(a)(xii), 6.04(a)(xiii), 6.04(b)(vii), 6.06(bb) and clause (a)(ii) of the Available Amount (in each case, giving pro forma effect to the intended use of proceeds thereof). The Borrower Representative may select elect that amounts any amount incurred or transactions entered into (or consummated) be incurred or transaction entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, that unless the Borrower Representative elects otherwiseotherwise and except as set forth in the definition of “Incremental Cap”, the Borrowers each such amount or transaction shall be deemed to have used amounts incurred, entered into or consummated first under an any Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowersmaximum extent permitted thereunder. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers Borrower dated such date prepared in accordance with IFRSGAAP. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02. (f) With respect to any pro forma calculation that is required to be made in connection with any acquisition or similar Investment in respect of which financial statements for the applicable target are not available for the same Test Period for which financial statements of the Borrower are available, the Borrower shall make the relevant calculation on the basis of the relevant available financial statements (even if for differing periods) or such other commercially reasonable basis as the Borrower may elect. (g) Any determination of the Weighted Average Life to Maturity of any Indebtedness shall be made by the Borrower in good faith at the time of the incurrence of such Indebtedness.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a)6.11 hereof, any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage and/or based on the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets) or any other basket, (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) or the accuracy of representations and warranties as a condition to (A) the consummation of any Limited Condition Transaction or any transaction in connection with any acquisition or similar Investment therewith (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing, and/or (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such or any Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Borrower, (1) in the case of any acquisition Acquisition or similar Investment or other transaction described in the immediately preceding clause (including the assumption or incurrence of Indebtedness in connection therewithA), at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition Acquisition or similar other Investment or (y) the consummation of such acquisition Acquisition or similar other Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith)Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) either (1x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such notice Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisitionAcquisition, Investment, Restricted Payment and/or Restricted Debt Payment and, in each case, the incurrence or assumption of any Indebtedness in connection therewith, on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of ; provided that if the Borrower Representativehas made such an election, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For then, in connection with the avoidance determination of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), 6.11 hereof and/or any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio testRatio) and/or any basket (including any basket measured cap expressed as a percentage or based on the amount of Consolidated Adjusted EBITDA and/or any other basket or Consolidated Total Assets(ii) with respect the absence of a Default or Event of Default (or any type of Default or Event of Default) or the accuracy of representations and warranties, in each case as a condition to the consummation of any transaction in connection with (A) any Limited Condition Transaction (including the assumption or incurrence of Indebtedness or Liens, or Indebtedness) and/or (B) the making of any Restricted Payment or Restricted Debt Payments Payment in each of the foregoing cases on or following the relevant LCT Test Date date of such election and prior to (x) in the case of clause (A) of this proviso, the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated and (y) in the case of clause (B) of this proviso, the making of the applicable Restricted Payment or expires without consummation of Restricted Debt Payment, each such determination shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction, compliance with any such financial ratio Restricted Payment or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction Restricted Debt Payment and any other transactions pro forma events in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)Indebtedness) have been consummated. (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test6.11 hereof, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may becalculation. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (ix) compliance with any financial ratio or test (including, without limitation, including Section 6.15(a)6.14(a) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or test, the amount of Consolidated Cash Interest Coverage Ratio test) and/or Total Assets or the amount of Consolidated Adjusted EBITDA or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA) or (iiy) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of DefaultDefault but excluding any Event of Default under Sections 7.01(a), 7.01(f) (with respect to the Borrower) or 7.01(g) (with respect to the Borrower)) as a condition to to: (A) the making of any Investment or (B) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, Indebtedness or obtaining, third party financing, (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice Liens in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”), (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the execution of the definitive agreement with respect to such acquisition or similar Investment or (yII) the consummation of such acquisition or similar Investment, in each case, after giving effect to the relevant Investment or other transaction and any related Indebtedness or Liens on a Pro Forma Basis, (2ii) in the case making of any Restricted Payment (including Payment, the assumption or incurrence determination of Indebtedness in connection therewith)whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1I) the declaration of such Restricted Payment (so long as Payment; provided that such Restricted Payment is actually shall be made within 90 60 days following the date of declaration) such declaration or (2II) the making of such Restricted Payment, in each case, after giving effect to the relevant Restricted Payment and/or on a Pro Forma Basis, and (3iii) in the case making of any Restricted Debt Payment that Payment, the determination of whether the relevant condition is made within 90 days of delivery of irrevocable (which satisfied may be conditional) notice with respect to such Restricted Debt Paymentmade, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the delivery of such an irrevocable notice of redemption or repayment or (yII) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis. (b) Notwithstanding the foregoing, (II) based on if the most recently ended Test Period and (III) Borrower has made an election to test at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, time of: (i) if the Borrower Representative makes execution of the definitive agreement with respect to an LCT ElectionInvestment or the consummation of any transaction in connection with any Investment, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transactionthen, then in connection with any subsequent determination calculation of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date determination date, and prior to the earlier of (x) the date on which such Limited Condition Transaction Investment is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction Investment is terminated or expires without consummation of such Limited Condition TransactionInvestment, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, calculated on (A) a Pro Form Forma Basis assuming such Limited Condition Transaction and Investment or any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness Indebtedness, Liens and the use of proceeds thereof)) has been consummated, and also on (B) a standalone basis without giving effect to such Investment and any such transactions in connection therewith; (ii) the declaration of a Restricted Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date, and prior to the earlier of (x) the making of such Restricted Payment and (y) the date that is 60 days after the declaration of such Restricted Payment, any such ratio or test shall be calculated on a Pro Forma Basis assuming such Restricted Payment has been consummated, and/or (iii) the delivery of an irrevocable notice of redemption or repayment (which may be conditional) in respect of a Restricted Debt Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date and prior to the date on which such Restricted Debt Payment is made, any such ratio or test shall be calculated on (A) a Pro Forma Basis assuming such Restricted Debt Payment has been consummated and also on (B) standalone basis without giving effect to such Restricted Debt Payment. (bc) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, including Section 6.15(a6.14(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any test, the amount of Consolidated Cash Interest Coverage Ratio test and/or Total Assets or the amount of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA), such financial ratio or test shall be calculated as set forth in clause (a) above (if applicable), or at the time such action is taken (subject to clause (a) above)taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the relevant time set forth in clause (a) above (if applicable) or the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (cd) Notwithstanding anything to the contrary herein, with respect to any amounts incurred Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or transactions Affiliate transaction incurred, entered into (or consummated) , as applicable, in reliance on a provision of this Agreement under a limitation or restrictive covenant that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or transactions Affiliate transaction incurred, entered into (or consummated) consummated in reliance on a provision of this Agreement in the same limitation or restrictive covenant that requires compliance with a any such financial ratio or test (including, without limitation, including the financial covenant in Section 6.15(a6.14(a), any the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Leverage Ratio test, any Secured Leverage Ratio test, any and the amount of Consolidated Total Leverage Ratio test and/or any Assets and Consolidated Cash Interest Coverage Ratio testAdjusted EBITDA) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount Amounts shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use Amounts being relied upon for any portion of proceeds of all such amounts and concurrent related incurrence or transactions and (ii) thereafter, the incurrence of the portion of such amount under the amounts or other applicable transaction to be entered into in reliance on any Fixed Amount Amounts shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary herein contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including in connection the determination of compliance with any calculation made on a Pro Forma Basis), to the extent that the terms provision of this Agreement require (i) compliance with any financial ratio or test (includingwhich requires that no Specified Event of Default, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default has occurred, is continuing or would result therefrom, the accuracy of representations and warranties or the satisfaction of applicable covenants in connection with any action (including a Specified Transaction or any type other transaction or plan undertaken or proposed to be undertaken in connection therewith) undertaken in connection with the consummation of a Limited Condition Transaction (but excluding the determination of compliance with Excess Availability, Distribution Conditions, Payment Conditions or any other ratios or baskets based upon the Borrowing Base)), the date of determination of such ratio or other compliance (including whether any Specified Event of Default, Default or Event of DefaultDefault has occurred, is continuing or would result therefrom or the accuracy of representations and warranties (other than, in the case of clause (a) as a condition below, the Specified Representations) or the satisfaction of applicable covenants (but excluding the determination of compliance with Excess Availability, Distribution Conditions, Payment Conditions or any other ratios or baskets based upon the Borrowing Base)) shall, in each case at the option of the Company (the Company’s election to (A) the consummation of any transaction exercise such option in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing, (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction, an “LCT Election” and such date selected, the “LCT Test Date”), be deemed to be the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative date that (a “LCT Election”), (1a) in the case of any acquisition or similar other Investment (including the assumption with respect to any Indebtedness contemplated or incurrence of Indebtedness incurred in connection therewith), either, at the option of the Company, (i) as of the date the definitive acquisition agreement for such acquisition or other Investment is entered into (or any documentation or agreement with a substantially similar effect as a binding acquisition agreement becomes effective) or (ii) at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such relevant acquisition or similar other Investment or is consummated, (y) the consummation of such acquisition or similar Investment, (2b) in the case of any Restricted Payment (including the assumption with respect to any Indebtedness contemplated or incurrence of Indebtedness incurred in connection therewith), either, at the option of the Company, (i) at the time such Restricted Payment is declared or (ii) at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2) the making of such Restricted Payment and/or and/or (3c) in the case of any Restricted Debt Payment that is made within 90 days irrevocable Indebtedness repurchase or repayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), either, at the option of the Company, (i) at the time of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, repurchase or repayment or (ii) at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of such notice or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) repurchase or (3), as applicable, the “LCT Test Date”)repayment, in each case, (I) after giving effect to the relevant acquisitiontransaction, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, any related Indebtedness (IIincluding the intended use of proceeds thereof) based on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect all other permitted pro forma adjustments on a Pro Forma Basis to any and if, after such applicable ratios and other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket are measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Forma Basis assuming after giving effect to such Limited Condition Transaction and any such other transactions related and specified actions to be entered into in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes as if they occurred at the beginning of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), four consecutive fiscal quarter period being used to calculate such financial ratio or test shall be calculated at otherwise determine compliance with this Agreement ending prior to the time LCT Test Date, the Company could have taken such action is taken (subject to clause (a) above)on the relevant LCT Test Date in compliance with such applicable ratios and provisions, such change is made, such transaction is consummated or such event occurs, as the case may be, applicable ratios and no Default or Event of Default provisions shall be deemed to have occurred solely as a result been complied with. For the avoidance of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.doubt,

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitationincluding Section 6.10(a), Section 6.15(a6.10(b), Section 6.10(c), any First Lien Rent Adjusted Net Leverage Ratio test, Secured Leverage Ratio test, any Total Rent Adjusted Net Leverage Ratio test and/or Consolidated Cash Interest any Fixed Charge Coverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA EBITDA, Consolidated Adjusted EBITDAR or Consolidated Total Assets) or , (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default), (iii) the making or accuracy of any representation and/or warranty or (iv) compliance with availability under any basket or cap (including any basket or cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets), in each case, a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing), (B) the irrevocable declaration making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar Investment (including the assumption with respect to any Indebtedness contemplated, assumed or incurrence of Indebtedness incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment Investment, (y) in connection with an acquisition to which the United Kingdom City Code or Takeover and Mergers (or any comparable Requirement of Law) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of the target of an acquisition (or equivalent notice under comparable Requirements of Law) or (yz) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption with respect to any Indebtedness contemplated or incurrence of Indebtedness incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice including with respect to such Restricted Debt Paymentany Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) delivery of irrevocable (which may be conditional) notice with respect to such notice Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisitioneffect, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, to (I) the relevant acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) based on to the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which extent definitive agreements documents in respect thereof have been executed. For , the avoidance Restricted Payment has been declared or delivery of doubtnotice with respect to a Restricted Debt Payment has been delivered (which definitive documents, (i) if declaration or notice has not terminated or expired without the consummation thereof), any other Subject Transaction that the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change has elected to treat in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of accordance with this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitationincluding Section 6.10(a), Section 6.15(a6.10(b), Section 6.10(c), any First Lien Leverage Ratio test, any Secured Rent Adjusted Net Leverage Ratio test, any Total Rent Adjusted Net Leverage Ratio test and/or any Consolidated Cash Interest Fixed Charge Coverage Ratio test test, and/or the amount of Consolidated Adjusted EBITDA EBITDA, Consolidated Adjusted EBITDAR or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above)) at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test or amount occurring after such calculation, or after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), including any First Lien Rent Adjusted Net Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Fixed Charge Coverage Ratio test and/or any Consolidated Cash Interest Coverage Total Rent Adjusted Net Leverage Ratio test) (any such amountsamount, including any such amount drawn or deemed to have been drawn under any revolving credit facility and, for the avoidance of doubt, any amount that is expressed as a percentage of Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDAR or Consolidated Total Assets, a “Fixed AmountsAmount”) substantially concurrently with any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitationincluding Section 6.10(a), Section 6.15(a6.10(b), Section 6.10(c), any First Lien Rent Adjusted Net Leverage Ratio test, any Secured Rent Adjusted Net Leverage Ratio test, any Total Leverage Fixed Charge Coverage Ratio test and/or any Consolidated Cash Interest Coverage Total Rent Adjusted Net Leverage Ratio test) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that (i) incurrence any Fixed Amount shall be disregarded in the calculation of such amount under the financial ratio or test applicable to the relevant Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafterexcept as provided in the preceding clause (i), incurrence of the portion of such amount under the Fixed Amount pro forma effect shall be calculatedgiven to the entire transaction. The Borrower Representative may select elect that amounts any amount incurred or transactions entered into (or consummated) be incurred or transaction entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, provided that, unless the Borrower Representative elects otherwise, the Borrowers each such amount or transaction shall be deemed to have used amounts incurred, entered into or consummated first under an any Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowersmaximum extent permitted thereunder. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers Borrower dated such date prepared in accordance with IFRSGAAP. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting creation, incurrence, assumption, or the permission or sufferance to exist of a Lien for purposes of Section 6.02. (f) With respect to any pro forma calculation that is required to be made in connection with any acquisition or similar Investment in respect of which financial statements for the applicable target are not available for the same Test Period for which financial statements of the Borrower are available, the Borrower shall make the relevant calculation on the basis of the relevant available financial statements (even if for differing periods) or such other commercially reasonable basis as the Borrower may elect. (g) In connection with the implementation or assumption of any revolving commitment and/or any delayed draw commitment (in each case, other than any such commitment implemented pursuant to Section 2.22) in reliance on any Incurrence-Based Amount, the Borrower may, in its sole discretion elect to, by written notice to the Administrative Agent (a “Specified Commitment Notice”), either (a) treat all or any portion of such revolving commitment and/or delayed draw commitment as having been fully drawn on the date of implementation or assumption (such commitment (or portion thereof), a “Specified Commitment”), in which case (i) the Borrower shall not be required to comply with any financial ratio or test in connection with any drawing thereunder after the date of incurrence or assumption and (ii) other than for purposes of (A) the Applicable Rate, (B) the Commitment Fee Rate and/or (C) actual compliance with Section 6.10(a), Section 6.10(b), Section 6.10(c), the amount of such Specified Commitment shall be deemed to have been an actual incurrence of Indebtedness thereunder on the date of implementation or assumption for purposes of calculating any Incurrence-Based Amount or (b) test the permissibility of all or any portion of any drawing under such revolving commitment and/or delayed draw commitment on the date of such drawing (if any), in which case, such revolving commitment and/or delayed draw commitment (or portion thereof) shall only be treated as drawn for purposes of any Incurrence-Based Amount to the extent of any actual drawing thereunder that is outstanding at the applicable time of determination. It is understood and agreed that the Borrower may, at any time in its sole discretion, (x) deliver a Specified Commitment Notice with respect to any revolving commitment and/or delayed draw commitment and/or (y) withdraw any Specified Commitment Notice with respect to all or any portion of any revolving commitment and/or delayed draw commitment and instead elect to treat such revolving commitment and/or delayed draw commitment in accordance with clause (a) or (b) of the immediately preceding sentence. (h) It is understood and agreed that the Borrower and/or any Restricted Subsidiary may incur Indebtedness permitted under any provision of Section 6.01 to refinance Indebtedness originally incurred under the same provision of Section 6.01 while the Indebtedness being refinanced remains outstanding so long as the proceeds of the applicable refinancing Indebtedness are promptly deposited with the trustee or other applicable representative of the holders of the Indebtedness being refinanced, which proceeds will be applied to satisfy and discharge the Indebtedness being refinanced in accordance with the documentation governing such Indebtedness.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a6.10(a), any First Lien Net Leverage Ratio test, any Secured Leverage Ratio test, Total Net Leverage Ratio test and/or Consolidated Cash Interest Coverage or any Total Net Leverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or , (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default), (iii) the making or accuracy of any representation and/or warranty or (iv) compliance with availability under any basket or cap (including any basket or cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets), in each case, a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing), (B) the irrevocable declaration making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar Investment (including the assumption with respect to any Indebtedness contemplated, assumed or incurrence of Indebtedness incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment Investment, (y) in connection with an acquisition to which the United Kingdom City Code or Takeover and Mergers (or any comparable Requirement of Law) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of the target of an acquisition (or equivalent notice under comparable Requirements of Law) or (yz) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption with respect to any Indebtedness contemplated or incurrence of Indebtedness incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice including with respect to such Restricted Debt Paymentany Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) delivery of irrevocable (which may be conditional) notice with respect to such notice Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisitioneffect, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, to (I) the relevant acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) based on to the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which extent definitive agreements documents in respect thereof have been executed. For , the avoidance Restricted Payment has been declared or delivery of doubtnotice with respect to a Restricted Debt Payment has been delivered (which definitive documents, (i) if declaration or notice has not terminated or expired without the consummation thereof), any other Subject Transaction that the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change has elected to treat in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of accordance with this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, including Section 6.15(a6.10(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above)) at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test or amount occurring after such calculation, or after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), including any First Lien Net Leverage Ratio test, any Secured Leverage Ratio test, any Total Net Leverage Ratio test and/or any Consolidated Cash Interest Coverage Total Net Leverage Ratio test) (any such amountsamount, including any such amount drawn or deemed to have been drawn under any revolving credit facility and, for the avoidance of doubt, any amount that is expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets, a “Fixed AmountsAmount”) substantially concurrently with any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, including Section 6.15(a6.10(a), any First Lien Net Leverage Ratio test, any Secured Leverage Ratio test, any Total Net Leverage Ratio test and/or any Consolidated Cash Interest Coverage Total Net Leverage Ratio test) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that (i) incurrence any Fixed Amount shall be disregarded in the calculation of such amount under the financial ratio or test applicable to the relevant Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafterexcept as provided in the preceding clause (i), incurrence of the portion of such amount under the Fixed Amount pro forma effect shall be calculatedgiven to the entire transaction. The Borrower Representative may select elect that amounts any amount incurred or transactions entered into (or consummated) be incurred or transaction entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, that unless the Borrower Representative elects otherwiseotherwise and except as set forth in the definition of “Incremental Cap”, the Borrowers each such amount or transaction shall be deemed to have used amounts incurred, entered into or consummated first under an any Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowersmaximum extent permitted thereunder. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers Borrower dated such date prepared in accordance with IFRSGAAP. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting creation, incurrence, assumption, or the permission or sufferance to exist of a Lien for purposes of Section 6.02. (f) With respect to any pro forma calculation that is required to be made in connection with any acquisition or similar Investment in respect of which financial statements for the applicable target are not available for the same Test Period for which financial statements of the Borrower are available, the Borrower shall make the relevant calculation on the basis of the relevant available financial statements (even if for differing periods) or such other commercially reasonable basis as the Borrower may elect. (g) In connection with the implementation or assumption of any revolving commitment and/or any delayed draw commitment (in each case, other than any such commitment implemented pursuant to Section 2.22) in reliance on any Incurrence-Based Amount, the Borrower may, in its sole discretion elect to, by written notice to the Administrative Agent (a “Specified Commitment Notice”), either (a) treat all or any portion of such revolving commitment and/or delayed draw commitment as having been fully drawn on the date of implementation or assumption (such commitment (or portion thereof), a “Specified Commitment”), in which case (i) the Borrower shall not be required to comply with any financial ratio or test in connection with any drawing thereunder after the date of incurrence or assumption and (ii) other than for purposes of (A) the Applicable Rate, (B) the Commitment Fee Rate and/or (C) actual compliance with Section 6.10(a), the amount of such Specified Commitment shall be deemed to have been an actual incurrence of Indebtedness thereunder on the date of implementation or assumption for purposes of calculating any Incurrence-Based Amount or (b) test the permissibility of all or any portion of any drawing under such revolving commitment and/or delayed draw commitment on the date of such drawing (if any), in which case, such revolving commitment and/or delayed draw commitment (or portion thereof) shall only be treated as drawn for purposes of any Incurrence-Based Amount to the extent of any actual drawing thereunder that is outstanding at the applicable time of determination. It is understood and agreed that the Borrower may, at any time in its sole discretion, (x) deliver a Specified Commitment Notice with respect to any revolving commitment and/or delayed draw commitment and/or (y) withdraw any Specified Commitment Notice with respect to all or any portion of any revolving commitment and/or delayed draw commitment and instead elect to treat such revolving commitment and/or delayed draw commitment in accordance with clause (a) or (b) of the immediately preceding sentence. (h) Any determination of the Weighted Average Life to Maturity of any Indebtedness shall be made by the Borrower in good faith at the time of the incurrence of such Indebtedness. (i) It is understood and agreed that the Borrower and/or any Restricted Subsidiary may incur Indebtedness permitted under any provision of Section 6.01 to refinance Indebtedness originally incurred under the same provision of Section 6.01 while the Indebtedness being refinanced remains outstanding so long as the proceeds of the applicable refinancing Indebtedness are promptly deposited with the trustee or other applicable representative of the holders of the Indebtedness being refinanced, which proceeds will be applied to satisfy and discharge the Indebtedness being refinanced in accordance with the documentation governing such Indebtedness.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitationincluding Section 6.10(a), Section 6.15(a6.10(b), Section 6.10(c), any First Lien Rent Adjusted Net Leverage Ratio test, Secured Leverage Ratio test, any Total Rent Adjusted Net Leverage Ratio test and/or Consolidated Cash Interest any Fixed Charge Coverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA EBITDA, Consolidated Adjusted EBITDAR or Consolidated Total Assets) or , (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default), (iii) the making or accuracy of any representation and/or warranty or (iv) compliance with availability under any basket or cap (including any basket or cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets), in each case, a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing), (B) the irrevocable declaration making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar Investment (including the assumption with respect to any Indebtedness contemplated, assumed or incurrence of Indebtedness incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment Investment, (y) in connection with an acquisition to which the United Kingdom City Code or Takeover and Mergers (or any comparable Requirement of Law) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of the target of an acquisition (or equivalent notice under comparable Requirements of Law) or (yz) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption with respect to any Indebtedness contemplated or incurrence of Indebtedness incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice including with respect to such Restricted Debt Paymentany Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) delivery of irrevocable (which may be conditional) notice with respect to such notice Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisitioneffect, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, to (I) the relevant acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) based on to the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which extent definitive agreements documents in respect thereof have been executed. For , the avoidance Restricted Payment has been declared or delivery of doubtnotice with respect to a Restricted Debt Payment has been delivered (which definitive documents, (i) if declaration or notice has not terminated or expired without the consummation thereof), any other Subject Transaction that the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change has elected to treat in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of accordance with this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitationincluding Section 6.10(a), Section 6.15(a6.10(b), Section 6.10(c), any First Lien Leverage Ratio test, any Secured Rent Adjusted Net Leverage Ratio test, any Total Rent Adjusted Net Leverage Ratio test and/or any Consolidated Cash Interest Fixed Charge Coverage Ratio test test, and/or the amount of Consolidated Adjusted EBITDA EBITDA, Consolidated Adjusted EBITDAR or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above)) at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test or amount occurring after such calculation, or after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), including any First Lien Rent Adjusted Net Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Fixed Charge Coverage Ratio test and/or any Consolidated Cash Interest Coverage Total Rent Adjusted Net Leverage Ratio test) (any such amountsamount, including any such amount drawn or deemed to have been drawn under any revolving credit facility and, for the avoidance of doubt, any amount that is expressed as a percentage of Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDAR or Consolidated Total Assets, a “Fixed AmountsAmount”) substantially concurrently with any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitationincluding Section 6.10(a), Section 6.15(a6.10(b), Section 6.10(c), any First Lien Rent Adjusted Net Leverage Ratio test, any Secured Rent Adjusted Net Leverage Ratio test, any Total Leverage Fixed Charge Coverage Ratio test and/or any Consolidated Cash Interest Coverage Total Rent Adjusted Net Leverage Ratio test) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that (i) incurrence any Fixed Amount shall be disregarded in the calculation of such amount under the financial ratio or test applicable to the relevant Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafterexcept as provided in the preceding clause (i), incurrence of the portion of such amount under the Fixed Amount pro forma effect shall be calculatedgiven to the entire transaction. The Borrower Representative may select elect that amounts any amount incurred or transactions entered into (or consummated) be incurred or transaction entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, provided that, unless the Borrower Representative elects otherwise, the Borrowers each such amount or transaction shall be deemed to have used amounts incurred, entered into or consummated first under an any Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowersmaximum extent permitted thereunder. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers Borrower dated such date prepared in accordance with IFRSGAAP. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting creation, incurrence, assumption, or the permission or sufferance to exist of a Lien for purposes of Section 6.02. (f) With respect to any pro forma calculation that is required to be made in connection with any acquisition or similar Investment in respect of which financial statements for the applicable target are not available for the same Test Period for which financial statements of the Borrower are available, the Borrower shall make the relevant calculation on the basis of the relevant available financial statements (even if for differing periods) or such other commercially reasonable basis as the Borrower may elect. (g) In connection with the implementation or assumption of any revolving commitment and/or any delayed draw commitment (in each case, other than any such commitment implemented pursuant to Section 2.22) in reliance on any Incurrence-Based Amount, the Borrower may, in its sole discretion elect to, by written notice to the Administrative Agent (a “Specified Commitment Notice”), either (a) treat all or any portion of such revolving commitment and/or delayed draw commitment as having been fully drawn on the date of implementation or assumption (such commitment (or portion thereof), a “Specified Commitment”), in which case (i) the Borrower shall not be required to comply with any financial ratio or test in connection with any drawing thereunder after the date of incurrence or assumption and (ii) other than for purposes of (A) the Applicable Rate, (B) the Commitment Fee Rate, (C) the Ticking Fee Rate and/or (CD) actual compliance with Section 6.10(a), Section 6.10(b), Section 6.10(c), the amount of such Specified Commitment shall be deemed to have been an actual incurrence of Indebtedness thereunder on the date of implementation or assumption for purposes of calculating any Incurrence-Based Amount or (b) test the permissibility of all or any portion of any drawing under such revolving commitment and/or delayed draw commitment on the date of such drawing (if any), in which case, such revolving commitment and/or delayed draw commitment (or portion thereof) shall only be treated as drawn for purposes of any Incurrence-Based Amount to the extent of any actual drawing thereunder that is outstanding at the applicable time of determination. It is understood and agreed that the Borrower may, at any time in its sole discretion, (x) deliver a Specified Commitment Notice with respect to any revolving commitment and/or delayed draw commitment and/or (y) withdraw any Specified Commitment Notice with respect to all or any portion of any revolving commitment and/or delayed draw commitment and instead elect to treat such revolving commitment and/or delayed draw commitment in accordance with clause (a) or (b) of the immediately preceding sentence. (h) It is understood and agreed that the Borrower and/or any Restricted Subsidiary may incur Indebtedness permitted under any provision of Section 6.01 to refinance Indebtedness originally incurred under the same provision of Section 6.01 while the Indebtedness being refinanced remains outstanding so long as the proceeds of the applicable refinancing Indebtedness are promptly deposited with the trustee or other applicable representative of the holders of the Indebtedness being refinanced, which proceeds will be applied to satisfy and discharge the Indebtedness being refinanced in accordance with the documentation governing such Indebtedness.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a)7.11 hereof, any First Lien Senior Secured Net Leverage Ratio test, Secured Leverage Ratio test, any Total Net Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage and/or based on the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets) or any other basket, (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) or the accuracy of representations and warranties as a condition to (A) the consummation of any Limited Condition Transaction or any transaction in connection with any acquisition or similar Investment therewith (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing, and/or (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such or any Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Borrower, (1) in the case of any acquisition Acquisition or similar Investment or other transaction described in the immediately preceding clause (including the assumption or incurrence of Indebtedness in connection therewithA), at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition Acquisition or similar other Investment or (y) the consummation of such acquisition Acquisition or similar other Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith)Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) either (1x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such notice Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisitionAcquisition, Investment, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of ; provided that if the Borrower Representativehas made such an election, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For then, in connection with the avoidance determination of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a)7.11 hereof, any First Lien Senior Secured Net Leverage Ratio test, Secured any Total Net Leverage Ratio test, Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage or based on the amount of Consolidated Adjusted EBITDA and/or any other basket or Consolidated Total Assets(ii) with respect the absence of a Default or Event of Default (or any type of Default or Event of Default) or the accuracy of representations and warranties, in each case as a condition to the consummation of any transaction in connection with (A) any Limited Condition Transaction (including the assumption or incurrence of Indebtedness or Liens, or Indebtedness) and/or (B) the making of any Restricted Payment or Restricted Debt Payments Payment in each of the foregoing cases on or following the relevant LCT Test Date date of such election and prior to (x) in the case of clause (A) of this proviso, the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated and (y) in the case of clause (B) of this proviso, the making of the applicable Restricted Payment or expires without consummation of Restricted Debt Payment, each such determination shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction, compliance with any such financial ratio Restricted Payment or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction Restricted Debt Payment and any other transactions pro forma events in connection therewith have been consummated (including any incurrence of Indebtedness and Indebtedness) have been consummated. For the use avoidance of proceeds thereof)doubt, notwithstanding anything to the contrary in this Section 1.04, the requirements of Section 5.02 are required to be satisfied in connection with any extension of credit except as expressly provided herein. (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a)7.11 hereof, any First Lien Leverage Ratio testConsolidated Interest Coverage Ratio, any Senior Secured Leverage Ratio test, any Total Net Leverage Ratio test and/or any Consolidated Cash Interest Coverage Total Net Leverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may becalculation. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, including Section 6.15(a)7.08, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage any Total Leverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or EBITDA, (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default), (iii) the making or accuracy of any representation and/or warranty or (iv) compliance with availability under any basket (including any basket expressed as a percentage of Consolidated EBITDA or Consolidated Total Assets), in each case, as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financingInvestment, (B) the irrevocable declaration making of any Restricted Payment and/or Payment, (C) the making of any Restricted Debt Payment requiring irrevocable notice and/or (D) the assumption or incurrence of any Indebtedness in advance of such Restricted Debt Payment (such action pursuant to connection with transactions described in the foregoing clauses (A) through (C), a “Limited Condition Transaction”), ) the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar Investment (including the assumption with respect to any Indebtedness contemplated, assumed or incurrence of Indebtedness incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment Investment, (y) in connection with an acquisition to which the United Kingdom City Code or Takeover and Mergers (or any comparable Law) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of the target of an acquisition (or equivalent notice under comparable Law) or (yz) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption with respect to any Indebtedness contemplated, assumed or incurrence of Indebtedness incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration of such Restricted Payment (so long as provided, that such Restricted Payment is actually made within 90 60 days following after the date of declaration) declaration thereof), or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice including with respect to such Restricted Debt Paymentany Indebtedness contemplated, assumed or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) delivery of irrevocable (which may be conditional) notice of prepayment issued in compliance with the definitive documents applicable to such notice Junior Indebtedness with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to (I) the relevant acquisition, Investment, Restricted Payment and/or Payment, Restricted Debt Payment on a Pro Forma Basis, and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) based on to the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which extent definitive agreements documents in respect thereof have been executed. For , the avoidance Restricted Payment has been declared or delivery of doubtnotice with respect to a Restricted Debt Payment has been given (which definitive documents, (i) if declaration or notice has not terminated or expired without the consummation thereof), any other Specified Transaction that the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change has elected to treat in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of accordance with this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a)7.08, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated on a pro forma basis at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), including any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio testSection 7.08) (any such amountsamount, including any such amount drawn or deemed to have been drawn under any revolving credit facility and, for the avoidance of doubt, any ▇▇▇▇:\98106221\28\78831.0005 amount that is expressed as a percentage of Consolidated EBITDA or Consolidated Total Assets, a “Fixed AmountsAmount”) substantially concurrently with any amounts portion of such amount incurred or transactions such transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), including any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (Section 7.08, any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculateddisregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount. The Borrower Representative may select elect that amounts any amount incurred or transactions transaction entered into (or consummated) be incurred or entered into (or consummated) permitted in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, that unless the Borrower Representative elects otherwiseotherwise and except as set forth in the definition of “Incremental Cap”, each such amount or transaction shall be deemed incurred, entered into or consummated first under any Incurrence-Based Amount to the maximum extent permitted thereunder. (d) It is understood and agreed that any Affiliate transaction, Lien, Investment, Indebtedness, Disposition, Restricted Payment, burdensome agreement or Restricted Debt Payment need not be permitted solely by reference to one category of permitted Affiliate transaction, Lien, Investment, Indebtedness, Disposition, Restricted Payment, burdensome agreement or Restricted Debt Payment under Sections 6.16, 7.01, 7.02, 7.03, 7.05, 7.06, 7.07 or 7.09, respectively, and may instead be permitted in part under any combination thereof, but the Borrower will only be required to include the amount and type of such transaction (or portion thereof) in one such category (or combination thereof). For purposes of determining compliance at any time with Sections 2.16, 6.16, 7.01, 7.02, 7.03, 7.05, 7.06 and 7.09, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Affiliate transaction or Restricted Debt Payment, as applicable, meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Section 2.16, 6.16, 7.01 (other than Section 7.01(a)), 7.02, 7.03 (other than Sections 7.03(b) and (aa); provided, that it is understood that the provisions of this Section 1.08(d) shall apply to any amount incurred in reliance on any provision of the definition of “Incremental Cap”), 7.05, 7.06 or 7.09, the Borrowers Borrower, in its sole discretion, may, from time to time, classify or reclassify such transaction or item (or portion thereof) under one or more clauses of each such Section and will only be required to include the amount and type of such transaction (or portion thereof) in any one category; provided, that: (i) upon the date on which financial statements of the type described in Section 6.01(a) or (b) are delivered or, if earlier, are or become internally available on the date of, or following, the making of any Investment in reliance on Section 7.02 (other than Section 7.02(t)), if all or any portion of such Investment could, based on such financial statements, have been made in reliance on Section 7.02(t), such Investment (or the relevant portion thereof) shall automatically be reclassified as having been made in reliance on Section 7.02(t); (ii) upon the date on which financial statements of the type described in Section 6.01(a) or (b) are delivered or, if earlier, are or become internally available on the date of, or following, the initial incurrence of (x) any portion of any Indebtedness incurred under Section7.03 (other than (other than Sections 7.03(b) and (aa)) or (y) any Incremental Facility or Incremental Equivalent Debt (in the case of the foregoing clauses (x) and (y), such portion of such Indebtedness, the “Subject Indebtedness”), if any such Subject Indebtedness could, based on such financial statements, have been incurred in reliance on Section 7.03(z), such Subject Indebtedness shall automatically be reclassified as having been incurred under the applicable provisions of Section 7.03(z) (subject to the applicable provision of Section 7.03(z)) and any associated Lien will be deemed to have used amounts been permitted under an Incurrence-Based Amount then Section 7.01 upon any such reclassification); (iii) upon the date on which financial statements of the type described in Section 6.01(a) or (b) are delivered or, if earlier, are or become internally available on the date of, or following, the making of any Restricted Payment under Section 7.06 (other than Section 7.06(c)), if all or any portion of such Restricted Payment could, based on such financial statements, have been made in reliance on Section 7.06(c), such Restricted Payment (or the relevant portion thereof) shall automatically be reclassified as having been made in reliance on Section 7.06(c); and (iv) upon the date on which financial statements of the type described in Section 6.01(a) or (b) are delivered or, if earlier, are or become internally available on the date of, or following, the making of any Restricted Debt Payment under Section 7.09 (other than Section 7.09(e)), if all or any portion of such Restricted Payment could, based on such financial statements, have been made in reliance on Section 7.09(e), such Restricted Payment (or the relevant portion thereof) shall automatically be reclassified as having been made in reliance on Section 7.09(e). ▇▇▇▇:\98106221\28\78831.0005 provided, further, that it is understood and agreed that, with respect to the fourth Fiscal Quarter of any Fiscal Year, prior to the date on which financial statements of the type described in Section 6.01(a) for such Fiscal Year are delivered or are required to be delivered, the Borrower may, in its sole discretion, rely on financial statements of the type described in Section 6.01(b) that are internally available to trigger the Borrowers prior to utilization reclassification of any amount under a Fixed Amount then available to transaction based on the Borrowersfinancial results as of the end of the fourth Fiscal Quarter of such Fiscal Year. (de) To the extent the applicability of Section 6.16 or 7.05 with respect to any transaction is subject to a materiality threshold, such transaction shall only be required to comply with the provisions of such Sections to the extent of the amount of such transaction that is in excess of such materiality threshold. (f) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers Borrower dated such date prepared in accordance with IFRSGAAP. (eg) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting creation, incurrence, assumption, or the permission or sufferance to exist of a Lien for purposes of Section 6.027.01. (h) With respect to any pro forma calculation that is required to be made in connection with any acquisition or similar Investment in respect of which financial statements for the applicable target are not available for the same Test Period for which financial statements of the Borrower are available, the Borrower shall make the relevant calculation on the basis of the relevant available financial statements (even if for differing periods) or such other commercially reasonable basis as the Borrower may elect. (i) Any determination of the Weighted Average Life to Maturity of any Indebtedness shall be made by the Borrower in good faith at the time of the incurrence of such Indebtedness. (j) It is understood and agreed that the Borrower and/or any Restricted Subsidiary may incur Indebtedness permitted under any provision of Section 7.03 to refinance Indebtedness originally incurred under the same provision of Section 7.03 while the Indebtedness being refinanced remains outstanding so long as the proceeds of the applicable refinancing Indebtedness are promptly deposited with the trustee or other applicable representative of the holders of the Indebtedness being refinanced, which proceeds will be applied to satisfy and discharge the Indebtedness being refinanced in accordance with the documentation governing such Indebtedness. (k) With respect to any determination under the terms of this Agreement that is vested in the Borrower, the Borrower shall have a right, in its sole discretion (but not any obligation), to deliver notice of such determination to the Administrative Agent, together with a reasonably detailed description thereof, which notice shall be conclusive evidence that such determination satisfied the applicable standard under this Agreement or the relevant other Loan Document unless, within five Business Days following receipt of notice of such determination (and the related description) from the Borrower, the Required Lenders deliver a written objection to such determination to the Borrower, which written objection states, with specificity, the basis upon which the Required Lenders object to such determination. (l) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, if, after delivery of any Compliance Certificate pursuant to Section 6.02(a), it is subsequently determined that the First Lien Leverage Ratio set forth in such Compliance Certificate is inaccurate for any reason and the result of such inaccuracy is that the Lenders received any amount of interest or any fee for any relevant period based on an Applicable Margin or Commitment Fee or payment of principal based on the Required Net Proceeds Percentage or the Required Excess Cash Flow Percentage that is less than the amount that would have applied if the First Lien Leverage Ratio set forth in such Compliance Certificate had been accurately reported, then, for all purposes under this Agreement, (i) in the case of the Applicable Margin and the Commitment Fee, the Applicable Margin and the Commitment Fee for each day during the relevant period shall be revised to be based upon the accurately determined First Lien Leverage Ratio and, in such event, any shortfall in the amount of any applicable interest payment shall be due and payable within five Business Days following the date on which the Borrower becomes aware of the relevant inaccuracy and (ii) in the case of the ▇▇▇▇:\98106221\28\78831.0005 Required Net Proceeds Percentage or the Required Excess Cash Flow Percentage, any shortfall in the amount of any applicable principal payment shall be due and payable within five Business Days following the date on which the Borrower becomes aware of the relevant inaccuracy. In the event that (A) any inaccuracy in the calculation of the First Lien Leverage Ratio resulted in a shortfall in the amount of any required interest or principal payment and (B) such inaccuracy resulted from a good faith mistake on the part of the Borrower in the preparation of such calculation, no Default or Event of Default shall arise under this Agreement with respect thereto unless the relevant amount has not been paid within the period described in the preceding sentence. (m) With respect to determi

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a)) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or Consolidated Cash test, any Interest Coverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing), (B) the irrevocable declaration making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Top Borrower, (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment or (y) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith)Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such notice Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a)) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a)) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a)) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence the Fixed Amounts shall be disregarded in the calculation of such amount under the financial ratio or test applicable to the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the BorrowersAmounts. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a)6.13(a) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, test or any Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, other than any Credit Extension made pursuant to Section 4.02 or obtainingany Initial Delayed Draw Term Loan Extension made pursuant to Section 4.03), third party financing, and/or (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar Investment (including the assumption with respect to any Indebtedness contemplated or incurrence of Indebtedness incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) in connection with any acquisition to which the United Kingdom City Code on Takeover and Mergers (or any comparable law, rule or regulation in any other jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of the relevant target of such acquisition (or equivalent notice under such comparable law, rule or regulations in such other jurisdiction) (y) the execution of the definitive agreement with respect to such acquisition or similar Investment or (yz) the consummation of such acquisition or similar Investment, Investment and (2) following the consummation of an IPO, in the case of any Restricted Payment (including the assumption with respect to any Indebtedness contemplated or incurrence of Indebtedness incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made paid within 90 days following the date of declaration) or (2) the making of such Restricted Payment and/or (3) in the case of any Restricted Debt Payment that is made within 90 60 days of delivery of irrevocable (which may be conditionalthe declaration thereof) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of such notice or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisitioneffect, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, to (I) the relevant acquisition, Investment, Restricted Payment, and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) based on to the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which extent definitive agreements documents in respect thereof have been executed. For , an announcement of intention to make an offer, or the avoidance declaration of doubtany Restricted Payment has been made (which definitive documents, announcement or declaration has not terminated or expired without the consummation thereof), any additional acquisition, Investment, Restricted Payment, and/or any related Indebtedness (iincluding the intended use of proceeds thereof) if that the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change has elected to treat in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of accordance with this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a6.13(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after such calculation, or after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, test and/or any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amountsamount, the including any such amount drawn under any revolving credit facility, a “Fixed AmountsAmount”) substantially concurrently with with, or prior to, any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a6.13(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, test and/or any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that (i) incurrence any Fixed Amount shall be disregarded in the calculation of such amount under the financial ratio or test applicable to the relevant Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall not be disregarded for purposes of Incurrence-Based Amounts other than with respect to the use of proceeds of all such amounts Incurrence-Based Amounts contained in Sections 6.01 and concurrent related transactions 6.02 and (ii) thereafterexcept as provided in clause (i), incurrence of the portion of such amount under the Fixed Amount pro forma effect shall be calculatedgiven to the entire transaction. The Borrower Representative may select elect that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, that unless the Borrower Representative elects otherwise, the Borrowers each such amount or transaction shall be deemed to have used amounts incurred, entered into or consummated first under an any Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowersmaximum extent permitted thereunder. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers Borrower dated such date prepared in accordance with IFRSGAAP. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02. (f) With respect to determination of the permissibility of any transaction by Holdings, the Borrower and its subsidiaries under this agreement, the delivery by the Borrower of a third party valuation report from (x) a nationally recognized accounting, appraisal, investment banking or consulting firm or (y) another firm reasonably acceptable to the Administrative Agent, in each case, shall be conclusive with respect to the value of the assets covered thereby.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a)7.10, any First Lien Leverage Ratio test, any Senior Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage any Leverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing), (B) the irrevocable declaration making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Prepayment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment or (y) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith)Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration of such Restricted Payment (so long as provided such Restricted Payment is actually made within 90 60 days following after the date of declaration) declaration thereof), or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days Prepayment, at the time of (x) delivery of irrevocable (which may be conditional) notice of prepayment issued in compliance with the definitive documents applicable to such Junior Indebtedness with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of such notice Prepayment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Prepayment, in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment Prepayment on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a)7.10, any First Lien Leverage Ratio test, any Senior Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Total Consolidated Total Assets), such financial ratio or test shall be calculated on a pro forma basis at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or Consolidated Cash test, any Interest Coverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing), (B) the irrevocable declaration making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Top Borrower, (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment or (y) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith)Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such notice Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence the Fixed Amounts shall be disregarded in the calculation of such amount under the financial ratio or test applicable to the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the BorrowersAmounts. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including herein, in connection with any calculation made acquisition or similar Investment, the consummation of which is not conditioned on a Pro Forma Basisthe availability of debt financing (each, an “LCA Investment”) (including with respect to any Indebtedness contemplated or incurred in connection therewith) (other than any Initial Delayed Draw Term Loan), to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a), ) hereof and/or any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA) or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default, but other than any payment or bankruptcy Event of Default) as a condition to (A) the consummation of making such LCA Investment and/or incurring any Indebtedness or effecting another transaction incurred or contemplated in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing, (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)therewith, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”), (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xA) the execution of the definitive agreement with respect to such acquisition or similar the relevant LCA Investment or (yB) the consummation of such acquisition or similar the LCA Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2) the making of such Restricted Payment and/or (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of such notice or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), in each case, (I) after giving effect to the relevant acquisitioneffect, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to the LCA Investment, any related Indebtedness (including the intended use of proceeds thereof) and all other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) permitted pro forma adjustments; provided that if the Borrower Representative makes has made an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this election under clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition TransactionA), then in connection with the subsequent calculation of any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) other than with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments any Delayed Draw Term Loan) on or following the relevant LCT Test Date such date and prior to the earlier of the date on which such Limited Condition Transaction LCA Investment is consummated or the definitive agreement for such Limited Condition Transaction LCA Investment is terminated or expires without consummation of such Limited Condition Transactionterminated, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, calculated on a Pro Form Forma Basis assuming such Limited Condition Transaction LCA Investment and any other transactions incurred or contemplated in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)) have been consummated. (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may becalculation. (c) Notwithstanding anything to the contrary herein, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, ) hereof and/or any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amountsamount, the a “Fixed AmountsAmount”) substantially concurrently with any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, ) and/or any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that (i) incurrence any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount and (ii) except as provided in clause (i) above, pro forma effect shall be given to the use of the relevant Fixed Amount in calculating such amount under financial ratio or test applicable to the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers Borrower dated such date prepared in accordance with IFRSGAAP. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (ix) compliance with any financial ratio or test (including, without limitation, including Section 6.15(a)6.14(a) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or test, the amount of Consolidated Cash Interest Coverage Ratio test) and/or Total Assets or the amount of Consolidated Adjusted EBITDA or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA) or (iiy) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of DefaultDefault but excluding any Event of Default under Sections 7.01(a), 7.01(f) (with respect to the Borrower) or 7.01(g) (with respect to the Borrower)) as a condition to to: (i) (A) the making of any Investment or (B) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, Indebtedness or obtaining, third party financing, (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice Liens in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”), (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the execution of the definitive agreement with respect to such acquisition or similar Investment or (yII) the consummation of such acquisition or similar Investment, in each case, after giving effect to the relevant Investment or other transaction and any related Indebtedness or Liens on a Pro Forma Basis, (2ii) in the case making of any Restricted Payment (including Payment, the assumption or incurrence determination of Indebtedness in connection therewith)whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1I) the declaration of such Restricted Payment (so long as Payment; provided that such Restricted Payment is actually shall be made within 90 60 days following the date of declaration) such declaration or (2II) the making of such Restricted Payment, in each case, after giving effect to the relevant Restricted Payment and/or on a Pro Forma Basis, and (3iii) in the case making of any Restricted Debt Payment that Payment, the determination of whether the relevant condition is made within 90 days of delivery of irrevocable (which satisfied may be conditional) notice with respect to such Restricted Debt Paymentmade, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the delivery of such an irrevocable notice of redemption or repayment or (yII) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis. (b) Notwithstanding the foregoing, (II) based on if the most recently ended Test Period and (III) Borrower has made an election to test at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, time of: (i) if the Borrower Representative makes execution of the definitive agreement with respect to an LCT ElectionInvestment or the consummation of any transaction in connection with any Investment, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transactionthen, then in connection with any subsequent determination calculation of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date determination date, and prior to the earlier of (x) the date on which such Limited Condition Transaction Investment is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction Investment is terminated or expires without consummation of such Limited Condition TransactionInvestment, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, calculated on (A) a Pro Form Forma Basis assuming such Limited Condition Transaction and Investment or any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness Indebtedness, Liens and the use of proceeds thereof)) has been consummated, and also on (B) a standalone basis without giving effect to such Investment and any such transactions in connection therewith; LEGAL_US_E # 159035042.9 (ii) the declaration of a Restricted Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date, and prior to the earlier of (x) the making of such Restricted Payment and (y) the date that is 60 days after the declaration of such Restricted Payment, any such ratio or test shall be calculated on a Pro Forma Basis assuming such Restricted Payment has been consummated, and/or (iii) the delivery of an irrevocable notice of redemption or repayment (which may be conditional) in respect of a Restricted Debt Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date and prior to the date on which such Restricted Debt Payment is made, any such ratio or test shall be calculated on (A) a Pro Forma Basis assuming such Restricted Debt Payment has been consummated and also on (B) standalone basis without giving effect to such Restricted Debt Payment. (bc) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, including Section 6.15(a6.14(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any test, the amount of Consolidated Cash Interest Coverage Ratio test and/or Total Assets or the amount of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA), such financial ratio or test shall be calculated as set forth in clause (a) above (if applicable), or at the time such action is taken (subject to clause (a) above)taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the relevant time set forth in clause (a) above (if applicable) or the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (cd) Notwithstanding anything to the contrary herein, with respect to any amounts incurred Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or transactions Affiliate transaction incurred, entered into (or consummated) , as applicable, in reliance on a provision of this Agreement under a limitation or restrictive covenant that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or transactions Affiliate transaction incurred, entered into (or consummated) consummated in reliance on a provision of this Agreement in the same limitation or restrictive covenant that requires compliance with a any such financial ratio or test (including, without limitation, including the financial covenant in Section 6.15(a6.14(a), any the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Leverage Ratio test, any Secured Leverage Ratio test, any and the amount of Consolidated Total Leverage Ratio test and/or any Assets and Consolidated Cash Interest Coverage Ratio testAdjusted EBITDA) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount Amounts shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use Amounts being relied upon for any portion of proceeds of all such amounts and concurrent related incurrence or transactions and (ii) thereafter, the incurrence of the portion of such amount under the amounts or other applicable transaction to be entered into in reliance on any Fixed Amount Amounts shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Senior Secured Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or Consolidated Cash test, any Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets) Assets or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing), (B) the irrevocable declaration making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment or (y) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith)Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such notice Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Senior Secured Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Senior Secured Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Senior Secured Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence the Fixed Amounts shall be disregarded in the calculation of such amount under the financial ratio or test applicable to the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the BorrowersAmounts. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a)7.10, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage any Leverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing), (B) the irrevocable declaration making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Prepayment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment or (y) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith)Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration of such Restricted Payment (so long as provided, that such Restricted Payment is actually made within 90 60 days following after the date of declaration) declaration thereof), or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days Prepayment, at the time of (x) delivery of irrevocable (which may be conditional) notice of prepayment issued in compliance with the definitive documents applicable to such Junior Indebtedness with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of such notice Prepayment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Prepayment, in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment Prepayment on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a)7.10, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Total Consolidated Total Assets), such financial ratio or test shall be calculated on a pro forma basis at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio testSection 7.10) (but not, for the avoidance of doubt, regular quarterly compliance with Section 7.10) (any such amountsamount, the a “Fixed AmountsAmount”) substantially concurrently with any amounts portion of such amount incurred or transactions such transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio testSection 7.10 (but not, for the avoidance of doubt, regular quarterly compliance with Section 7.10)) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred disregarded in the calculation of the financial ratio or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any test applicable to the relevant Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the BorrowersAmount. (d) The principal For purposes of determining compliance at any time with Sections 2.16, 7.01, 7.02, 7.03, 7.04, 7.05, 7.06, 7.08 and 7.11, in the event that any Lien, Investment, Indebtedness, fundamental change, Disposition, Restricted Payment, Affiliate transaction or Restricted Prepayment, as applicable, meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Section 2.16, 7.01 (other than Section 7.01(a)), 7.02, 7.03 (other than Sections 7.03(b) and (aa); provided that it is understood that the provisions of this Section 1.08(d) shall apply to any amount incurred in reliance on any provision of the definition of “Incremental Cap”), 7.04, 7.05, 7.06, 7.08 or 7.11, the Borrower, in its sole discretion, may, from time to time, classify or reclassify such transaction or item (or portion thereof) under one or more clauses of each such Section and will only be required to include the amount and type of such transaction (or portion thereof) in any one category; provided that: (i) upon the date on which financial statements of the type described in Section 6.01(a) or (b) are delivered following the making of any non-interest bearing Indebtedness Investment in reliance on Section 7.02 (other than Section 7.02(t)), if all or other discount security constituting Indebtedness at any portion of such Investment could, based on such financial statements, have been made in reliance on Section 7.02(t), such Investment (or the relevant portion thereof) shall automatically be reclassified as having been made in reliance on Section 7.02(t); (ii) upon the date shall be the principal amount thereof that would be shown on a balance sheet which financial statements of the Borrowers dated such date prepared type described in accordance with IFRS. Section 6.01(a) or (eb) The increase are delivered following the initial incurrence of (x) any portion of any Indebtedness incurred under Section7.03 (other than (other than Sections 7.03(b) and (aa)) or (y) any Commitment Increase (in any amount secured by any Lien by virtue the case of the accrual foregoing clauses (x) and (y), such portion of interestsuch Indebtedness, the accretion “Subject Indebtedness”), if any such Subject Indebtedness could, based on such financial statements, have been incurred in reliance on Section 7.03(z), such Subject Indebtedness shall automatically be reclassified as having been incurred under the applicable provisions of accreted value, Section 7.03(z) (subject to the payment applicable provision of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or Section 7.03(z)) and any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency associated Lien will not be deemed to have been permitted under Section 7.01 upon any such reclassification); (iii) upon the date on which financial statements of the type described in Section 6.01(a) or (b) are delivered following the making of any Restricted Payment under Section 7.06 (other than Section 7.06(c)), if all or any portion of such Restricted Payment could, based on such financial statements, have been made in reliance on Section 7.06(c), such Restricted Payment (or the relevant portion thereof) shall automatically be reclassified as having been made in reliance on Section 7.06(c); and (iv) upon the granting date on which financial statements of a Lien for purposes the type described in Section 6.01(a) or (b) are delivered or, if earlier, become internally available, following the making of any Restricted Prepayment under Section 6.027.11 (other than Section 7.11(e)), if all or any portion of such Restricted Debt Payment could, based on such financial statements, have been made in reliance on Section 7.11(e), such Restricted Debt Payment (or the relevant portion thereof) shall automatically be reclassified as having been made in reliance on Section 7.11(e).

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)contrary, to the extent that the terms for purposes of this Agreement require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.15(aany Total Net Leverage Ratio, any Total Net Cash Leverage Ratio, or any Contract Asset Balance Coverage Ratio or any LTV Ratio test (including as required in the definition of “Permitted Acquisition”)), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or (ii) determining compliance with representations and warranties or the accuracy of any representation or warranty or requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction other than in connection with any acquisition borrowing of Revolving Loans or similar Investment issuance of any Letter of Credit under the Revolving Credit Facility (including the assumption or incurrence Other Revolving Commitments)) or (iii) testing any cap expressed as a percentage of Indebtedness) Consolidated EBITDA, Consolidated Cash EBITDA, Liquidity or Consolidated Total Assets and any other availability of a “basket” or exception set forth in Article 6VI, in each case in connection with a Specified Transaction or other transaction permitted hereunder, undertaken in connection with the consummation of which is not contingent upon the availability of, or obtaining, third party financing, (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”), the date of determination of whether any such action is permitted hereunder (but not, for the relevant condition is satisfied may be madeavoidance of doubt, in connection with any calculation of the Financial Maintenance Covenant for the purposes of Section 6.13 only), at the election of the Borrower Representative (a such election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either will be deemed to be (x) the execution of date the definitive agreement with respect to agreements for such acquisition or similar Investment Limited Condition Transaction are entered into or (y) in respect of sales in connection with an acquisition to which the consummation of such acquisition United Kingdom City Code on Takeovers and Mergers applies (or similar Investment, (2) law or practice in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewithother jurisdictions), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date on which a “Rule 2.7 announcement” of declaration) a firm intends to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the United Kingdom City Code on Takeovers and Mergers in respect of a target of a Limited Condition Transaction (2) the making of such Restricted Payment and/or (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of such notice or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), in each caseand if, (I) after giving pro forma effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, Limited Condition Transaction and the other transactions to be entered into in connection therewith (IIincluding any incurrence of Indebtedness and the use of proceeds thereof) based on as if they had occurred at the beginning of the most recently ended completed Tests Period ending on or prior to the LCT Test Period and (III) at the election of Date, the Borrower Representativecould have taken such action on the relevant LCT Test Date in compliance with such ratios, give effect on a Pro Forma Basis representation, warranty, absence of Default or Event of Default or “basket,”, such ratio, representation, warranty, absence of Default or Event of Default shall be deemed to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executedcomplied with. For the avoidance of doubt, (i) if the Borrower Representative makes has made an LCT Election, no Default Election and (x) any of the ratios or Event “baskets” for which compliance was determined or tested as of Default shall occur solely the LCT Test Date are exceeded as a result of a change fluctuations in the applicable any such ratio or test after “basket” (including due to fluctuations of the time such LCT Election was made and (ii) the provisions target of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction) at or prior to the 105 #97964454v4 #97964454v11 consummation of the relevant Limited Condition Transaction, then such “baskets” or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent determination calculation of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket “basket” availability shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, calculated (x) on a Pro Form Basis pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof). ) had been consummated or (by) For purposes of determining the permissibility solely in respect of any actionRestricted Payment or any Restricted Debt Payment, changeon a standalone basis without assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had been consummated. For the further avoidance of doubt, transaction or event that requires a calculation in the absence of an LCT Election, unless specifically stated in this Agreement to be otherwise, all determinations of (x) compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Total Net Leverage Ratio test, any Secured Leverage Ratio testRatio, any Total Net Cash Leverage Ratio, any or Contract Asset Balance Coverage Ratio or any LTV Ratio test (but not, for the avoidance of doubt, in connection with any calculation of the Financial Maintenance Covenant for the purposes of Section 6.13 only)) and/or any cap expressed as a percentage of Consolidated EBITDA, Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA EBITDA, Liquidity or Consolidated Total Assets), such financial ratio (y) any representation and warranties, or test shall be calculated at any requirement regarding the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no absence of a Default or Event of Default (or any type of Default or Event of Default) or (z) any availability test under any “baskets” shall be deemed to have occurred solely made as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion applicable date of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more consummation of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness Specified Transaction or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRStransaction hereunder. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Senior Secured Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or Consolidated Cash Interest test, any Fixed Charge Coverage Ratio test or any Payment Conditions test) and/or the amount of Consolidated Adjusted EBITDA or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) Assets or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financingInvestment, (B) the irrevocable declaration making of any Restricted Payment Payment, and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice (including in advance each case of such Restricted Debt Payment clauses (A), (B) and (C), the related assumption or incurrence of Indebtedness) (such action pursuant to clauses (A), (B) through or (C), a “Limited Condition Transaction”), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”), (1) in the case of any acquisition or similar Investment or related incurrence or assumption of Indebtedness, at the time of (including or on the assumption basis of the financial statements for the most recently ended Test Period at the time of), either (x) the execution of the definitive agreement with respect to such acquisition or Investment or incurrence or assumption of Indebtedness or (y) the consummation of such acquisition or Investment, or incurrence or assumption of Indebtedness, (2) in connection therewith)the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment or (y) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such notice Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), in each case, (I) after giving effect to the relevant acquisition, Indebtedness, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets) Assets with respect to |NY\7652510.20US-DOCS\114316435.10|| the incurrence of Indebtedness or Liens, or the making of Restricted Payments or Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket amount of Consolidated Adjusted EBITDA or Consolidated Total Assets shall be tested by calculating the availability under such financial ratio or test and/or basketthe amount of Consolidated Adjusted EBITDA or Consolidated Total Assets, as applicable, on a Pro Form Basis pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, including Section 6.15(a)6.14(a) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or test, the amount of Consolidated Cash Interest Coverage Ratio test) and/or Total Assets or the amount of Consolidated Adjusted EBITDA or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA) or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of DefaultDefault but excluding any Event of Default under Sections 7.01(a), 7.01(f) (with respect to the Borrower) or 7.01(g) (with respect to the Borrower)) as a condition to to: (i) (A) the making of any Investment or (B) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, Indebtedness or obtaining, third party financing, (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice Liens in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”), (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the execution of the definitive agreement with respect to such acquisition or similar Investment or (yII) the consummation of such acquisition or similar Investment, in each case, after giving effect to the relevant Investment or other transaction and any related Indebtedness or Liens on a Pro Forma Basis, (2ii) in the case making of any Restricted Payment (including Payment, the assumption or incurrence determination of Indebtedness in connection therewith)whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1I) the declaration of such Restricted Payment (so long as Payment; provided that such Restricted Payment is actually shall be made within 90 60 days following the date of declaration) such declaration or (2II) the making of such Restricted Payment, in each case, after giving effect to the relevant Restricted Payment and/or on a Pro Forma Basis, and (3iii) in the case making of any Restricted Debt Payment that Payment, the determination of whether the relevant condition is made within 90 days of delivery of irrevocable (which satisfied may be conditional) notice with respect to such Restricted Debt Paymentmade, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the delivery of such an irrevocable notice of redemption or repayment (which may be conditional) or (yII) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis. (b) Notwithstanding the foregoing, (II) based on if the most recently ended Test Period and (III) Borrower has made an election to test at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, time of: (i) if the Borrower Representative makes execution of the definitive agreement with respect to an LCT ElectionInvestment or the consummation of any transaction in connection with any Investment, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transactionthen, then in connection with any subsequent determination calculation of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date determination date, and prior to the earlier of (x) the date on which such Limited Condition Transaction Investment is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction Investment is terminated or expires without consummation of such Limited Condition TransactionInvestment, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, calculated on (A) a Pro Form Forma Basis assuming such Limited Condition Transaction and Investment or any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness Indebtedness, Liens and the use of proceeds thereof)) has been consummated, and also on (B) a standalone basis without giving effect to such Investment and any such transactions in connection therewith; (ii) the declaration of a Restricted Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date, and prior to the earlier of (x) the making of such Restricted Payment and (y) the date that is 60 days after the declaration of such Restricted Payment, any such ratio or test shall be calculated on a Pro Forma Basis assuming such Restricted Payment has been consummated, and/or (iii) the delivery of an irrevocable notice of redemption or repayment (which may be conditional) in respect of a Restricted Debt Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date and prior to the date on which such Restricted Debt Payment is made, any such ratio or test shall be calculated on (A) a Pro Forma Basis assuming such Restricted Debt Payment has been consummated and also on (B) standalone basis without giving effect to such Restricted Debt Payment. (bc) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, including Section 6.15(a6.14(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any test, the amount of Consolidated Cash Interest Coverage Ratio test and/or Total Assets or the amount of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA), such financial ratio or test shall be calculated as set forth in clause (a) above (if applicable), or at the time such action is taken (subject to clause (a) above)taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the relevant time set forth in clause (a) above (if applicable) or the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (cd) Notwithstanding anything to the contrary herein, with respect to any amounts incurred Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or transactions Affiliate transaction incurred, entered into (or consummated) , as applicable, in reliance on a provision of this Agreement under a limitation or restrictive covenant that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or transactions Affiliate transaction incurred, entered into (or consummated) consummated in reliance on a provision of this Agreement in the same limitation or restrictive covenant that requires compliance with a any such financial ratio or test (including, without limitation, including the financial covenant in Section 6.15(a6.14(a), any the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Leverage Ratio test, any Secured Leverage Ratio test, any and the amount of Consolidated Total Leverage Ratio test and/or any Assets and Consolidated Cash Interest Coverage Ratio testAdjusted EBITDA) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount Amounts shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use Amounts being relied upon for any portion of proceeds of all such amounts and concurrent related incurrence or transactions and (ii) thereafter, the incurrence of the portion of such amount under the amounts or other applicable transaction to be entered into in reliance on any Fixed Amount Amounts shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (ix) compliance with any financial ratio or test (including, without limitation, Section 6.15(a), including any First Lien Leverage Loan-to-Value Ratio test, Secured Leverage any Senior Loan-to-Value Ratio test, Total Leverage Ratio test and/or Consolidated Cash any Interest Coverage Ratio test) and/or , any basket (including Consolidated Total Net Leverage Ratio test or any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA) or (iiy) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of DefaultDefault but excluding any Event of Default under Sections 8.01(a), 8.01(f) or 8.01(g)) as a condition to to: (i) (A) the making of any Investment or Disposition or (B) the consummation of any transaction in connection with any acquisition Investment or similar Investment Disposition (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, Indebtedness or obtaining, third party financing, (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice Liens in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”), (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the execution of the definitive agreement with respect to such acquisition or similar Investment or Disposition or (yII) the consummation of such acquisition Investment or similar Disposition, in each case, after giving effect to the relevant Investment, Disposition or other transaction and any related Indebtedness or Liens on a Pro Forma Basis; (2ii) in the case making of any Restricted Payment (including Payment, the assumption or incurrence determination of Indebtedness in connection therewith)whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1I) the declaration of such Restricted Payment (so long as provided that such Restricted Payment is actually shall be made within 90 60 days following the date of such declaration) or (2II) the making of such Restricted Payment, in each case, after giving effect to the relevant Restricted Payment and/or on a Pro Forma Basis; and (3iii) in the case making of any Restricted Debt Payment that Payment, the determination of whether the relevant condition is made within 90 days of delivery of irrevocable (which satisfied may be conditional) notice with respect to such Restricted Debt Paymentmade, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the delivery of such an irrevocable notice of redemption or repayment or (yII) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis. (b) Notwithstanding the foregoing, (II) based on if the most recently ended Test Period and (III) Borrower has made an election to test at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, time of: (i) if the Borrower Representative makes execution of the definitive agreement with respect to an LCT ElectionInvestment or Disposition or the consummation of any transaction in connection with any Investment or Disposition, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transactionthen, then in connection with any subsequent determination calculation of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date determination date, and prior to the earlier of (x) the date on which such Limited Condition Transaction Investment or Disposition is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction Investment or Disposition is terminated or expires without consummation of such Limited Condition TransactionInvestment or Disposition, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, calculated on (A) a Pro Form Forma Basis assuming such Limited Condition Transaction and Investment, Disposition or any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness Indebtedness, Liens and the use of proceeds thereof)) has been consummated, and (B) a standalone basis without giving effect to such Investment or Disposition and any such transactions in connection therewith; (ii) the declaration of a Restricted Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date, and prior to the earlier of (x) the making of such Restricted Payment and (y) the date that is 60 days after the declaration of such Restricted Payment, any such ratio or test shall be calculated on a Pro Forma Basis assuming such Restricted Payment has been consummated; and/or (iii) the delivery of an irrevocable notice of redemption or repayment (which may be conditional) in respect of a Restricted Debt Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date and prior to the date on which such Restricted Debt Payment is made, any such ratio or test shall be calculated on (A) a Pro Forma Basis assuming such Restricted Debt Payment has been consummated and (B) a standalone basis without giving effect to such Restricted Debt Payment. (bc) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a), including any First Lien Leverage Loan-to-Value Ratio test, any Secured Leverage Senior Loan-to-Value Ratio test, any Interest Coverage Ratio test, any Consolidated Total Net Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assetsthe FFO Builder Basket), such financial ratio or test shall be calculated (x) as set forth in clause (a) above (if applicable), or (y) at the time such action is taken (subject to clause (a) above)taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the relevant time set forth in clause (a) above (if applicable) or the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (cd) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test test, at all times prior to the first delivery of financial statements pursuant to Section 6.01(a) or (including, without limitation, Section 6.15(ab), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, compliance shall be determined based on the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence pro forma consolidated financial statements of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummateddelivered pursuant to Section 4.01(d) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowershereof. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (ix) compliance with any financial ratio or test (including, without limitation, Section 6.15(a), including any First Lien Leverage Loan-to-Value Ratio test, Secured Leverage any Senior Loan-to-Value Ratio test, Total Leverage Ratio test and/or Consolidated Cash any Interest Coverage Ratio test) and/or , any basket (including Consolidated Total Net Leverage Ratio test or any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA) or (iiy) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of DefaultDefault but excluding any Event of Default under Sections 8.01(a), 8.01(f) or 8.01(g)) as a condition to to: (i) (A) the making of any Investment or Disposition or (B) the consummation of any transaction in connection with any acquisition Investment or similar Investment Disposition (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, Indebtedness or obtaining, third party financing, (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice Liens in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”), (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the execution of the definitive agreement with respect to such acquisition or similar Investment or Disposition or (yII) the consummation of such acquisition Investment or similar Disposition, in each case, after giving effect to the relevant Investment, Disposition or other transaction and any related Indebtedness or Liens on a Pro Forma Basis; (2ii) in the case making of any Restricted Payment (including Payment, the assumption or incurrence determination of Indebtedness in connection therewith)whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1I) the declaration of such Restricted Payment (so long as provided that such Restricted Payment is actually shall be made within 90 60 days following the date of such declaration) or (2II) the making of such Restricted Payment, in each case, after giving effect to the relevant Restricted Payment and/or on a Pro Forma Basis; and (3iii) in the case making of any Restricted Debt Payment that Payment, the determination of whether the relevant condition is made within 90 days of delivery of irrevocable (which satisfied may be conditional) notice with respect to such Restricted Debt Paymentmade, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the delivery of such an irrevocable notice of redemption or repayment or (yII) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis. (b) Notwithstanding the foregoing, (II) based on if the most recently ended Test Period and (III) Borrower has made an election to test at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, time of: (i) if the Borrower Representative makes execution of the definitive agreement with respect to an LCT ElectionInvestment or Disposition or the consummation of any transaction in connection with any Investment or Disposition, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transactionthen, then in connection with any subsequent determination calculation of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date determination date, and prior to the earlier of (x) the date on which such Limited Condition Transaction Investment or Disposition is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction Investment or Disposition is terminated or expires without consummation of such Limited Condition TransactionInvestment or Disposition, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, calculated on (A) a Pro Form Forma Basis assuming such Limited Condition Transaction and Investment, Disposition or any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness Indebtedness, Liens and the use of proceeds thereof)) has been consummated, and (B) a standalone basis without giving effect to such Investment or Disposition and any such transactions in connection therewith; (ii) the declaration of a Restricted Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date, and prior to the earlier of (x) the making of such Restricted Payment and (y) the date that is 60 days after the declaration of such Restricted Payment, any such ratio or test shall be calculated on a Pro Forma Basis assuming such Restricted Payment has been consummated; and/or (iii) the delivery of an irrevocable notice of redemption or repayment (which may be conditional) in respect of a Restricted Debt Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date and prior to the date on which such Restricted Debt Payment is made, any such ratio or test shall be calculated on (A) a Pro Forma Basis assuming such Restricted Debt Payment has been consummated and (B) a standalone basis without giving effect to such Restricted Debt Payment. (bc) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a), including any First Lien Leverage Loan-to-Value Ratio test, any Secured Leverage Senior Loan-to-Value Ratio test, any Interest Coverage Ratio test, any Consolidated Total Net Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assetsthe FFO Builder Basket), such financial ratio or test shall be calculated (x) as set forth in clause (a) above (if applicable), or (y) at the time such action is taken (subject to clause (a) above)taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the relevant time set forth in clause (a) above (if applicable) or the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (cd) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test test, at all times prior to the first delivery of financial statements pursuant to Section 6.01(a) or (including, without limitation, Section 6.15(ab), compliance shall be determined based on the pro forma consolidated financial statements of the Borrower delivered pursuant to Section 4.01(d) hereof. (e) If the Borrower or any First Lien Leverage Ratio testRestricted Subsidiary incurs any Indebtedness or takes any other action under a ratio-based basket or exception (or component thereof) under this Agreement on the same date that it incurs Indebtedness or takes any other action under any “fixed,” “freebie” or “starter” basket or exception (or component thereof), any Secured Leverage Ratio testcompliance with the Senior Loan-to-Value Ratio, any Total Leverage Ratio test and/or any Consolidated Cash Loan-to-Value Ratio, or Interest Coverage Ratio test) (any such amountsas applicable, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on a Pro Forma Basis will be calculated with respect to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafterincurrence or action, incurrence of the portion of such amount as applicable, under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred ratio-based basket or transactions entered into exception (or consummatedcomponent thereof) be incurred without regard to any incurrence or entered into action, as applicable, under the “fixed,” “freebie” or “starter” basket or exception (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless component thereof). Unless the Borrower Representative elects otherwise, the Borrowers any incurrence of Indebtedness or other action shall be deemed to have used amounts been incurred or taken, as applicable, first, under an Incurrencethe ratio-Based Amount then available to based basket or exception (or component thereof) and, second, under the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers“fixed,” “freebie” or “starter” basket or exception (or component thereof). (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basispro forma basis), to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a), 6.12 hereof) and any First Lien Leverage Ratio Availability test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing), (Biii) the irrevocable declaration of compliance with availability under any Restricted Payment basket, and/or (Civ) the making of any Restricted Debt Payment requiring irrevocable notice representation or warranty, in advance each case, as a condition to the consummation of such Restricted Debt Payment any Limited Conditionality Transaction (such action pursuant to clauses and any transaction relating thereto (A) through (Cother 44 US 4894648v.16 than, for the avoidance of doubt, the making of any Borrowing or issuance of any Letter of Credit), a “Limited Condition Transaction”), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”), (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period test period at the time of) either (x) the execution of the definitive agreement or irrevocable notice with respect to such acquisition or similar Investment Limited Conditionality Transaction or (y) the consummation of such acquisition Limited Conditionality Transaction, in each case, after giving effect to the relevant Limited Conditionality Transaction (and any transaction relating thereto) on a pro forma basis; provided that (a) any Indebtedness to be incurred in connection with a Limited Conditionality Transaction in reliance on a test determined pursuant to clause (x) above shall be deemed outstanding for all purposes hereunder at all times from the date of execution of the definitive agreement with respect to the applicable Limited Conditionality Transaction through the consummation or similar Investmentabandonment of such Limited Conditionality Transaction notwithstanding that such Indebtedness has not in fact been incurred, (2b) in any such Limited Conditionality Transaction, there shall be no Specified Event of Default of the type described in clause (a), (b), (h) or (i) of Article VII at the consummation of such Limited Conditionality Transaction and (c) the consummation of any such Limited Conditionality Transaction shall occur not more than (i) 45 days after the giving of irrevocable notice of any Restricted Payment or prepayment of Indebtedness or (ii) in the case of any acquisition, 90 days after the execution of the definitive agreement with respect thereto. For the purposes hereof, “Limited Conditionality Transaction” means any Permitted Acquisition or other permitted Investment by the Borrower or any of its Restricted Subsidiaries, any permitted Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2) the making of such Restricted Payment and/or (3) in the case of and any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of such notice or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”permitted payment under Section 6.08(b), in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, (II) based consummation of which is not conditioned on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liensavailability of, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transactionobtaining, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)third party financing. (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a)7.10, any First Lien Leverage Ratio test, any Senior Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage any Leverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing), (B) the irrevocable declaration making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Prepayment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment or (y) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith)Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration of such Restricted Payment (so long as provided such Restricted Payment is actually made within 90 60 days following after the date of declaration) declaration thereof), or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days Prepayment, at the time of (x) delivery of irrevocable (which may be conditional) notice of prepayment issued in compliance with the definitive documents applicable to such Junior Indebtedness with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of such notice Prepayment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Prepayment, in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment Prepayment on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a)7.10, any First Lien Leverage Ratio test, any Senior Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Total Consolidated Total Assets), such financial ratio or test shall be calculated on a pro forma basis at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.'

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (ii)(i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a)7.10, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage any Leverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets(ii)(ii) or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (AA)(A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B)(B) the consummation of which is not contingent upon the availability of, or obtaining, third party financing, (B) the irrevocable declaration making of any Restricted Payment and/or (CC)(C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Prepayment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Borrower, (11)(1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment or (y) the consummation of such acquisition or similar ​ Investment, (22)(2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith)Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration of such Restricted Payment (so long as provided, that such Restricted Payment is actually made within 90 60 days following after the date of declaration) declaration thereof), or (2y) the making of such Restricted Payment and/or and (33)(3) in the case of any Restricted Debt Payment that is made within 90 days Prepayment, at the time of (x) delivery of irrevocable (which may be conditional) notice of prepayment issued in compliance with the definitive documents applicable to such Junior Indebtedness with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of such notice Prepayment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Prepayment, in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment Prepayment on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a)7.10, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Total Consolidated Total Assets), such financial ratio or test shall be calculated on a pro forma basis at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio testSection 7.10) (but not, for the avoidance of doubt, regular quarterly compliance with Section 7.10) (any such amountsamount, the a “Fixed AmountsAmount”) substantially concurrently with any amounts portion of such amount incurred or transactions such transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio testSection 7.10 (but not, for the avoidance of doubt, regular quarterly compliance with Section 7.10)) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred disregarded in the calculation of the financial ratio or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any test applicable to the relevant Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the BorrowersAmount. (d) The principal For purposes of determining compliance at any time with Sections 2.16, 7.01, 7.02, 7.03, 7.04, 7.05, 7.06, 7.08 and 7.11, in the event that any Lien, Investment, Indebtedness, fundamental change, Disposition, Restricted Payment, Affiliate transaction or Restricted Prepayment, as applicable, meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Section 2.16, 7.01 (other than Section 7.01(a)), 7.02, 7.03 (other than Sections 7.03(b) and (aa); provided that it is understood that the provisions of this Section 1.08(d) shall apply to any amount incurred in reliance on any provision of the definition of “Incremental Cap”), 7.04, 7.05, 7.06, 7.08 or 7.11, the Borrower, in its sole discretion, may, from time to time, classify or reclassify such transaction or item (or portion thereof) under one or more clauses of each such Section and will only be required to include the amount and type of such transaction (or portion thereof) in any one category; provided that: (i) upon the date on which financial statements of the type described in Section 6.01(a) or (b) are delivered following the making of any non-interest bearing Indebtedness Investment in reliance on Section 7.02 (other than Section 7.02(t)), if all or other discount security constituting Indebtedness at any portion of such Investment could, based on such financial statements, have been made in reliance on Section 7.02(t), such Investment (or the relevant portion thereof) shall automatically be reclassified as having been made in reliance on Section 7.02(t); (ii) upon the date shall be the principal amount thereof that would be shown on a balance sheet which financial statements of the Borrowers dated such date prepared type described in accordance with IFRS. Section 6.01(a) or (eb) The increase are delivered following the initial incurrence of (x) any portion of any Indebtedness incurred under Section7.03 (other than (other than Sections 7.03(b) and (aa)) or (y) any Commitment Increase (in any amount secured by any Lien by virtue the case of the accrual foregoing clauses (x) and (y), such portion of interestsuch Indebtedness, the accretion “Subject Indebtedness”), if any such Subject Indebtedness could, based on such financial statements, have been incurred in reliance on Section 7.03(z), such Subject Indebtedness shall automatically be reclassified as having been incurred under the applicable provisions of accreted value, Section 7.03(z) ​ (subject to the payment applicable provision of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or Section 7.03(z)) and any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency associated Lien will not be deemed to have been permitted under Section 7.01 upon any such reclassification); (iii) upon the date on which financial statements of the type described in Section 6.01(a) or (b) are delivered following the making of any Restricted Payment under Section 7.06 (other than Section 7.06(c)), if all or any portion of such Restricted Payment could, based on such financial statements, have been made in reliance on Section 7.06(c), such Restricted Payment (or the relevant portion thereof) shall automatically be reclassified as having been made in reliance on Section 7.06(c); and (iv) upon the granting date on which financial statements of a Lien for purposes the type described in Section 6.01(a) or (b) are delivered or, if earlier, become internally available, following the making of any Restricted Prepayment under Section 6.027.11 (other than Section 7.11(e)), if all or any portion of such Restricted Debt Payment could, based on such financial statements, have been made in reliance on Section 7.11(e), such Restricted Debt Payment (or the relevant portion thereof) shall automatically be reclassified as having been made in reliance on Section 7.11(e).

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a)7.10, any First Lien Leverage Ratio test, any Senior Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage any Leverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing), (B) the irrevocable declaration making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Prepayment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive 32 agreement with respect to such acquisition or similar Investment or (y) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith)Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration of such Restricted Payment (so long as provided such Restricted Payment is actually made within 90 60 days following after the date of declaration) declaration thereof), or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days Prepayment, at the time of (x) delivery of irrevocable (which may be conditional) notice of prepayment issued in compliance with the definitive documents applicable to such Junior Indebtedness with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of such notice Prepayment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Prepayment, in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment Prepayment on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a)7.10, any First Lien Leverage Ratio test, any Senior Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Total Consolidated Total Assets), such financial ratio or test shall be calculated on a pro forma basis at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a)) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage any Total Leverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing, (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”), (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xA) the execution of the definitive agreement with respect to such acquisition or similar Investment or (yB) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2) the making of such Restricted Payment and/or (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of such notice or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), in each case, (I) after giving effect to the relevant acquisitioneffect, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, to (II1) based on the most recently ended Test Period relevant acquisition or other Investment and/or any related Indebtedness (including the intended use of proceeds thereof) and (III2) at to the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which extent definitive agreements documents in respect thereof have been executed. For , any additional acquisition or Investment and/or any related Indebtedness (including the avoidance intended use of doubt, (iproceeds thereof) if that the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely has elected to be treated as a result of a change set forth in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a)) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, test and/or any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may becalculation. (c) Notwithstanding anything to the contrary herein, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a)) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, test and/or any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amountsamount, the a “Fixed AmountsAmount”) substantially concurrently with any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a)) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, test and/or any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred disregarded in the calculation of the financial ratio or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any test applicable to the relevant Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the BorrowersAmount. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers Borrower dated such date prepared in accordance with IFRSGAAP. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)contrary, to the extent that the terms for purposes of this Agreement require (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.15(aany Total Net Leverage Ratio, any Total Net Cash Leverage Ratio, or any Contract Asset Balance Coverage Ratio or any LTV Ratio test (including as required in the definition of “Permitted Acquisition”)), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or (ii) determining compliance with representations and warranties or the accuracy of any representation or warranty or requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction other than in connection with any acquisition borrowing of Revolving Loans or similar Investment issuance of any Letter of Credit under the Revolving Credit Facility (including the assumption or incurrence Other Revolving Commitments)) or (iii) testing any cap expressed as a percentage of Indebtedness) Consolidated EBITDA, Consolidated Cash EBITDA, Liquidity or Consolidated Total Assets and any other availability of a “basket” or exception set forth in Article 6VI, in each case in connection with a Specified Transaction or other transaction permitted hereunder, undertaken in connection with the consummation of which is not contingent upon the availability of, or obtaining, third party financing, (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”), the date of determination of whether any such action is permitted hereunder (but not, for the relevant condition is satisfied may be madeavoidance of doubt, in connection with any calculation of the Financial Maintenance Covenant for the purposes of Section 6.13 only), at the election of the Borrower Representative (a such election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either will be deemed to be (x) the execution of date the definitive agreement with respect to agreements for such acquisition or similar Investment Limited Condition Transaction are entered into or (y) in respect of sales in connection with an acquisition to which the consummation of such acquisition United Kingdom City Code on Takeovers and Mergers applies (or similar Investment, (2) law or practice in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewithother jurisdictions), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date on which a “Rule 2.7 announcement” of declaration) a firm intends to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the United Kingdom City Code on Takeovers and Mergers in respect of a target of a Limited Condition Transaction (2) the making of such Restricted Payment and/or (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of such notice or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), in each caseand if, (I) after giving pro forma effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, Limited Condition Transaction and the other transactions to be entered into in connection therewith (IIincluding any incurrence of Indebtedness and the use of proceeds thereof) based on as if they had occurred at the beginning of the most recently ended completed Tests Period ending on or prior to the LCT Test Period and (III) at the election of Date, the Borrower Representativecould have taken such action on the relevant LCT Test Date in compliance with such ratios, give effect on a Pro Forma Basis representation, warranty, absence of Default or Event of Default or “basket,”, such ratio, representation, warranty, absence of Default or Event of Default shall be deemed to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executedcomplied with. For the avoidance of doubt, (i) if the Borrower Representative makes has made an LCT Election, no Default Election and (x) any of the ratios or Event “baskets” for which compliance was determined or tested as of Default shall occur solely the LCT Test Date are exceeded as a result of a change fluctuations in the applicable any such ratio or test after “basket” (including due to fluctuations of the time such LCT Election was made and (ii) the provisions target of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, then such “baskets” or ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) in connection with any subsequent determination calculation of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without 104 #97964454v4 #97964454v11 consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket “basket” availability shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, calculated (x) on a Pro Form Basis pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof). ) had been consummated or (by) For purposes of determining the permissibility solely in respect of any actionRestricted Payment or any Restricted Debt Payment, changeon a standalone basis without assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had been consummated. For the further avoidance of doubt, transaction or event that requires a calculation in the absence of an LCT Election, unless specifically stated in this Agreement to be otherwise, all determinations of (x) compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Total Net Leverage Ratio test, any Secured Leverage Ratio testRatio, any Total Net Cash Leverage Ratio, any or Contract Asset Balance Coverage Ratio or any LTV Ratio test (but not, for the avoidance of doubt, in connection with any calculation of the Financial Maintenance Covenant for the purposes of Section 6.13 only)) and/or any cap expressed as a percentage of Consolidated EBITDA, Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA EBITDA, Liquidity or Consolidated Total Assets), such financial ratio (y) any representation and warranties, or test shall be calculated at any requirement regarding the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no absence of a Default or Event of Default (or any type of Default or Event of Default) or (z) any availability test under any “baskets” shall be deemed to have occurred solely made as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion applicable date of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more consummation of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness Specified Transaction or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRStransaction hereunder. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (including any such requirement that is to be determined on a Pro Forma Basis) (i) compliance with any financial ratio or test (including, without limitation, including Section 6.15(a)6.12 or 6.13, any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Consolidated Fixed Charge Coverage Ratio test and/or or any Consolidated Cash Interest Coverage Total Net Leverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or EBITDA, (ii) the accuracy of any representation or warranty or (iii) the absence of a any Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction Limited Conditionality Transaction (or, in connection with each case, any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability ofany Indebtedness in connection therewith, including under any Incremental Facility Agreement, or obtaining, third party financing, (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”other transaction relating thereto), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Borrower, (1) in the case of any acquisition Acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)other Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition Acquisition or Investment (or, in the case of any Acquisition or Investment made pursuant to a tender or similar Investment offer, at the time of the commencement of such offer) or (y) the consummation of such acquisition Acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith)Disposition, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration execution of the definitive agreement with respect to such Disposition or (y) the consummation of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2) the making of such Restricted Payment and/or Disposition and (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such notice Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to (I) the relevant Acquisition, Investment, Disposition and/or Restricted Debt Payment and (II) at the election of the Borrower, to the extent a definitive agreement with respect to such other Acquisition or Investment has been executed (or, in the case of any Acquisition or Investment made pursuant to a tender or similar offer, to the extent such offer has been commenced) or irrevocable notice with respect to such other Restricted Debt Payment has been delivered (which Acquisition, Investment or Restricted Debt Payment has not yet been consummated and with respect to which such definitive agreement, tender or similar offer or notice has not terminated or been revoked without the consummation thereof), any other prospective Limited Condition Acquisitions Acquisition, Investment or similar Investments for which definitive agreements have been executedRestricted Debt Payment (and/or any related incurrence or prepayment Indebtedness (including the intended use of proceeds thereof) and any other transactions relating thereto) that the Borrower has elected to be tested as set forth in this paragraph. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default this Section 1.08 shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also not apply to any Incremental Facility. If extensions of credit under the Borrower Representative has made a LCT Election for any Limited Condition TransactionRevolving Commitment, then in connection with any subsequent determination which such extensions of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect credit shall be subject to the incurrence of Indebtedness satisfaction or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier waiver of the conditions set forth in Section 4.02 on the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, extension of credit as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)set forth therein. (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, including Section 6.15(a)6.12 or 6.13, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Consolidated Fixed Charge Coverage Ratio test and/or or any Consolidated Cash Interest Coverage Total Net Leverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may bebe (or, in each case, such other time as is applicable thereto pursuant to paragraph (a) above), and no Default or Event of Default shall be deemed to have occurred solely as a result of a subsequent change in such financial ratio or test. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio (including Section 6.12 or test (including, without limitation, Section 6.15(a)6.13, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Consolidated Fixed Charge Coverage Ratio test and/or or any Consolidated Cash Interest Coverage Total Net Leverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio (including Section 6.12 or test (including, without limitation, Section 6.15(a)6.13, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Consolidated Fixed Charge Coverage Ratio test and/or or any Consolidated Cash Interest Coverage Total Net Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts (ieven if part of the same transaction or, in the case of Indebtedness, the same tranche, as any Incurrence-Based Amounts) incurrence shall be disregarded in the calculation of such amount under the financial ratio applicable to the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed AmountAmounts, but giving full pro forma effect to any increase in the amount of Consolidated EBITDA or Unrestricted Cash resulting from the reliance on the Fixed Amounts. It is further agreed that, in connection with the calculation of any financial ratio applicable to the Incurrence-Based Amounts, such test shall be calculated on a Pro Forma Basis to for the use incurrence of such Indebtedness (including any Acquisition or Investment consummated concurrently therewith and any other application of the proceeds thereof), but without netting the cash proceeds of all such amounts Indebtedness, and concurrent related transactions and (ii) thereafter, incurrence of in the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more case of any Incurrence-Based Amount such Indebtedness constituting revolving Indebtedness or any Fixed Amount in its sole discretion; provideddelayed draw Indebtedness, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowersassuming that such Indebtedness is fully drawn. (d) The It is understood and agreed that any Indebtedness, Lien, Investment, Disposition, Restricted Payment, Restricted Debt Payment or Affiliate transaction need not be permitted solely by reference to one clause or subclause of Section 6.01, 6.02, 6.04, 6.05, 6.07 or 6.08, respectively, but may instead be permitted in part under any combination of clauses or subclauses of such Section, all as classified or, to the extent such alternative classification would have been permitted at the time of the relevant action, reclassified by the Borrower in its sole discretion at any time and from time to time, and shall constitute a usage of any availability under such clause or subclause only to the extent so classified or reclassified thereto; provided that the credit facilities established hereunder may only be permitted under Section 6.01(a) and secured by Liens permitted pursuant to Section 6.02(a). In addition, for purposes of determining compliance at any time with Section 6.04, the Borrower may, in its sole discretion, reclassify any Investment (or a portion thereof) that was previously made as having been made under the “ratio-based” basket set forth in Section 6.04 if such Investment (or such portion thereof) would, using the figures as of the end of or for the most recently ended Test Period, be permitted under the “ratio-based” basket set forth in Section 6.04. (e) For purposes of determining compliance with this Agreement, (i) the outstanding principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness issued at a price that is less than the principal amount thereof shall be equal, as of any date shall be of determination, to the principal amount thereof that would be shown appear on a consolidated balance sheet of the Borrowers dated Borrower as of such date prepared in accordance with IFRS. GAAP and (eii) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accrual of dividends, the accretion of accreted value, the amortization of original issue discount, the payment of interest or a dividend in the form of additional Indebtedness, amortization Indebtedness or additional shares of original issue discount Equity Interests and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will shall not be deemed to be an incurrence of Indebtedness and, to the granting extent secured, shall not be deemed to result in an increase of the obligations so secured or to be a grant of a Lien for purposes of Section 6.02securing any such obligations.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (ix) compliance with any financial ratio or test (including, without limitation, including Section 6.15(a)6.14(a) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or test, the amount of Consolidated Cash Interest Coverage Ratio test) and/or Total Assets or the amount of Consolidated Adjusted EBITDA or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA) or (iiy) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of DefaultDefault but excluding any Event of Default under Sections 7.01(a), 7.01(f) (with respect to the Borrower) or 7.01(g) (with respect to the Borrower)) as a condition to to: (i) (A) the making of any Investment or (B) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, Indebtedness or obtaining, third party financing, (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice Liens in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”), (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the execution of the definitive agreement with respect to such acquisition or similar Investment or (yII) the consummation of such acquisition or similar Investment, in each case, after giving effect to the relevant Investment or other transaction and any related Indebtedness or Liens on a Pro Forma Basis, (2ii) in the case making of any Restricted Payment (including Payment, the assumption or incurrence determination of Indebtedness in connection therewith)whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either either (1I) the declaration of such Restricted Payment (so long as Payment; provided that such Restricted Payment is actually shall be made within 90 60 days following the date of declaration) such declaration or (2II) the making of such Restricted Payment, in each case, after giving effect to the relevant Restricted Payment and/or on a Pro Forma Basis, and (3iii) in the case making of any Restricted Debt Payment that Payment, the determination of whether the relevant condition is made within 90 days of delivery of irrevocable (which satisfied may be conditional) notice with respect to such Restricted Debt Paymentmade, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the delivery of such an irrevocable notice of redemption or repayment or (yII) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis. (b) Notwithstanding the foregoing, (II) based on if the most recently ended Test Period and (III) Borrower has made an election to test at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, time of: (i) if the Borrower Representative makes execution of the definitive agreement with respect to an LCT ElectionInvestment or the consummation of any transaction in connection with any Investment, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transactionthen, then in connection with any subsequent determination calculation of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date determination date, and prior to the earlier of (x) the date on which such Limited Condition Transaction Investment is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction Investment is terminated or expires without consummation of such Limited Condition TransactionInvestment, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, calculated on (A) a Pro Form Forma Basis assuming such Limited Condition Transaction and Investment or any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness Indebtedness, Liens and the use of proceeds thereof)) has been consummated, and also on (B) a standalone basis without giving effect to such Investment and any such transactions in connection therewith; (ii) the declaration of a Restricted Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date, and prior to the earlier of (x) the making of such Restricted Payment and (y) the date that is 60 days after the declaration of such Restricted Payment, any such ratio or test shall be calculated on a Pro Forma Basis assuming such Restricted Payment has been consummated, and/or (iii) the delivery of an irrevocable notice of redemption or repayment (which may be conditional) in respect of a Restricted Debt Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date and prior to the date on which such Restricted Debt Payment is made, any such ratio or test shall be calculated on (A) a Pro Forma Basis assuming such Restricted Debt Payment has been consummated and also on (B) standalone basis without giving effect to such Restricted Debt Payment. (bc) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, including Section 6.15(a6.14(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any test, the amount of Consolidated Cash Interest Coverage Ratio test and/or Total Assets or the amount of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA), such financial ratio or test shall be calculated as set forth in clause (a) above (if applicable), or at the time such action is taken (subject to clause (a) above)taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the relevant time set forth in clause (a) above (if applicable) or the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (cd) Notwithstanding anything to the contrary herein, with respect to any amounts incurred Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or transactions Affiliate transaction incurred, entered into (or consummated) , as applicable, in reliance on a provision of this Agreement under a limitation or restrictive covenant that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or transactions Affiliate transaction incurred, entered into (or consummated) consummated in reliance on a provision of this Agreement in the same limitation or restrictive covenant that requires compliance with a any such financial ratio or test (including, without limitation, including the financial covenant in Section 6.15(a6.14(a), any the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Leverage Ratio test, any Secured Leverage Ratio test, any and the amount of Consolidated Total Leverage Ratio test and/or any Assets and Consolidated Cash Interest Coverage Ratio testAdjusted EBITDA) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount Amounts shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use Amounts being relied upon for any portion of proceeds of all such amounts and concurrent related incurrence or transactions and (ii) thereafter, the incurrence of the portion of such amount under the amounts or other applicable transaction to be entered into in reliance on any Fixed Amount Amounts shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (ad) Notwithstanding anything in this Agreement or any Credit Document to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)contrary, to the extent that the terms for purposes of this Agreement require (i) determining compliance with any provision in this Agreement or any Credit Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or (ii) determining compliance with representations and warranties or the accuracy of any representation or warranty or requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) as or (iii) testing any cap, financial metric or any other availability of a condition to (A) the consummation of any transaction “basket” or exception set forth in this Agreement, in each case, in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing, (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”), the determination date of whether the relevant condition is satisfied may be madedetermination, at the election of the any Borrower Representative (a such Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be: (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness other Investment, in connection therewith)each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period measurement period at the time of) either (x) the execution of the definitive agreement acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such acquisition acquisition, Investment or similar Investment related transaction or (y) the consummation of such acquisition or similar Investment, Investment or related transaction; and (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2) the making of such Restricted Payment and/or (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period measurement period at the time of) (x) delivery the declaration of such notice Restricted Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), ) or (2) or (3)above, as applicable, the “LCT Test Date”), in each caseand if, (I) after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to the relevant acquisitionLimited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of the Borrower Representativeany Borrower, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions acquisition or similar Investments for Investment or Restricted Payment that has not been consummated but with respect to which definitive agreements such Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.8(a), as if they had occurred at the beginning of the most recently completed measurement period ending prior to the LCT Test Date, such Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been executedcomplied with. For the avoidance of doubt, (i) if the a Borrower Representative makes has made an LCT Election, no Default Election and (x) any of the ratios or Event “baskets” for which compliance was determined or tested as of Default shall occur solely the LCT Test Date are exceeded as a result of a change fluctuations in the applicable any such ratio or test after “basket” (including due to fluctuations of the time such LCT Election was made and (ii) EBITDA or total assets of the provisions target of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, then such “baskets” or ratios and other provisions will be deemed not to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that such Borrower or any other Credit Party or Restricted Subsidiary may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent determination calculation of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket “basket” availability shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, calculated on a Pro Form Forma Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness debt and the use of proceeds thereof (but without netting the cash proceeds thereof). (b) For purposes had been consummated. The provisions of determining this Section 1.8(a) shall, for the permissibility avoidance of doubt, apply in respect of the incurrence of any actionIncremental Revolving Loans. For the avoidance of doubt, change, transaction or event that requires a calculation the making of any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test an LCT Election shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything not require notice to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount Administrative Agent or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowersother Person. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary herein contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including in connection the determination of compliance with any calculation made on a Pro Forma Basis), to the extent that the terms provision of this Agreement require (i) compliance with any financial ratio or test (includingwhich requires that no Specified Event of Default, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default has occurred, is continuing or would result therefrom or the accuracy of representations and warranties) in connection with any action (or including a Specified Transaction) undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination of compliance with this Agreement (including whether any type Specified Event of Default, Default or Event of DefaultDefault has occurred, is continuing or would result therefrom or the accuracy of such representations and warranties (in each case, other than in the case of clause (i) below, the Specified Representations or, at the option of the Company, European “certain funds” provisions as a condition reasonably agreed between the Administrative Agent and the Company consistent with European precedent of the Sponsor) or other applicable covenant shall be determined, or any default or event of default blocker shall be tested, in each case, at the option of the Company (the Company’s election to (A) the consummation of any transaction exercise such option in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing, (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”), an “LCA Election” and such date selected, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT ElectionLCA Test Date”), (1i) in the case of any acquisition or similar other Investment (including the assumption with respect to any Indebtedness contemplated or incurrence of Indebtedness incurred in connection therewith), either, at the option of the Company, (A) as of the date the definitive acquisition agreement or binding letter of intent for such acquisition or other Investment is entered into (or prior to the effectiveness of any documentation or agreement with a substantially similar effect as a binding acquisition agreement), (B) at the time that binding commitments to provide any Indebtedness contemplated or incurred in connection therewith are provided or at the time such Indebtedness is incurred or (C) at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment or (y) the consummation of such the relevant acquisition or similar other Investment, (2ii) in the case of any Restricted Payment (including the assumption with respect to any Indebtedness contemplated or incurrence of Indebtedness incurred in connection therewith), either, at the option of the Company, (A) at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1) the declaration of such Restricted Payment Payment, (so long as B) at the time that binding commitments to provide any Indebtedness contemplated or incurred in connection therewith are provided or at the time such Restricted Payment Indebtedness is actually made within 90 days following the date of declaration) incurred or (2C) at the time of the making of such Restricted Payment and/or (3iii) in the case of any Restricted Debt Payment that is made within 90 days irrevocable Indebtedness repurchase or repayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), either, at the option of the Company, (A) at the time of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Paymentrepurchase or repayment, (B) at the time that binding commitments to provide any debt contemplated or incurred in connection therewith are provided or at the time such Indebtedness is incurred or (C) at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of such notice or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) repurchase or (3), as applicable, the “LCT Test Date”)repayment, in each case, (I) after giving effect to the relevant acquisitiontransaction, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, any related Indebtedness (IIincluding the intended use of proceeds thereof) based on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect all other permitted pro forma adjustments on a Pro Forma Basis and if, after such applicable ratios and other provisions are measured on a Pro Forma Basis after giving effect to any other prospective such Limited Condition Acquisitions or similar Investments for which definitive agreements Transaction and such other related and specified actions 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 four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Company could have taken such action on the relevant LCA Test Date in compliance with such applicable ratios and provisions, such applicable ratios and provisions shall be deemed to have been executedcomplied with. For the avoidance of doubt, (i1) if the Borrower Representative makes an LCT Election, no Default any of such ratios or Event of Default shall occur solely other financial test are not complied with as a result of a change fluctuations in the applicable such ratio or other financial measurement (including due to fluctuations in Consolidated Adjusted EBITDA of the Company) at or prior to the consummation of the relevant Limited Condition Transaction, such ratios and other provisions will nevertheless be deemed to have been complied with solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder; provided that if such ratios or other financial test after improve as a result of such fluctuations, such improved ratios and other financial measurements, as the case may be, may be utilized and (2) if such applicable LCA Election is made, such ratios and other provisions shall not be tested at the time of consummation of such LCT Election was made Limited Condition Transaction or related and (ii) the provisions of this clause (a) shall also apply to any Incremental Facilityspecified actions. If the Borrower Representative Company has made a LCT an LCA Election for any Limited Condition Transaction, then in connection with any subsequent determination calculation of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments any other Limited Condition Transaction and related and specified actions 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 or binding letter of intent, as applicable, for such Limited Condition Transaction is terminated or expires or irrevocable notice is rescinded, as applicable, without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, calculated on a Pro Form Forma Basis assuming such Limited Condition Transaction and any other transactions related and specified actions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)) have been consummated. (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement under any covenant that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), Pro Forma compliance with any First Lien Net Leverage Ratio test, any Secured Leverage Ratio test, any Total Guaranteed Net Leverage Ratio test and/or Fixed Charge Coverage Ratio test but excluding any Consolidated Cash Interest Coverage Ratio Adjusted EBITDA test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement under the same covenant as such Fixed Amount that requires compliance with a any such financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts being substantially concurrently incurred (iother than, in the case of any Fixed Amounts contained in Section 7.01 or Section 7.02, any refinancing of any Indebtedness that was previously incurred) incurrence shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of any Incurrence Based Amounts under any covenant other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) For purposes of determining compliance at any time with Section 2.22, Section 7.01, Section 7.02, Section 7.03, Section 7.04, Section 7.05 and Section 7.06, in the event that any Lien, Indebtedness, Guarantee, Asset Sales and other dispositions, Investments, Acquisitions, Restricted Payments, Affiliate transactions or prepayment of Indebtedness meet the criteria of more than one of the categories of transactions or items (or any combination of one or more thereof) permitted pursuant to any provision of such Section 2.22, Section 7.01, Section 7.02, Section 7.03, Section 7.04, Section 7.05 and Section 7.06, the Company, in its sole discretion, may classify and/or reclassify (as if incurred such later time) such transaction or item (or portion thereof) from time to time and will only be required to include the amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion type of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into transaction (or consummatedportion thereof) be incurred or entered into in any one category. In the event that a transaction (or consummatedany portion thereof) meets the criteria of an Asset Sale and would also be a Restricted Payment permitted under Section 7.04 or a Permitted Investment, the Company, in reliance on its sole discretion, will be entitled to divide and classify such transaction (or a portion thereof) as an Asset Sale and/or one or more of any Incurrence-Based Amount the types of permitted Restricted Payments or any Fixed Amount in its sole discretion; provided, that, unless Permitted Investments and will only be required to include the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization amount and type of any amount under a Fixed Amount then available to the Borrowers. such transaction (dor portion thereof) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02one category.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a)) hereof, any First Lien Leverage Ratio test, Secured Leverage Ratio test, test and/or any Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) and/or the bringdown of any representation or warranty as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing, (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice Indebtedness in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”), (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Representative, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xA) the execution of the definitive agreement with respect to such acquisition or similar Investment or (yB) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2) the making of such Restricted Payment and/or (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of such notice or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), in each case, (I) after giving effect to the relevant acquisitioneffect, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, to (II1) based on the most recently ended Test Period relevant acquisition or other Investment and/or any related Indebtedness (including the intended use of proceeds thereof) and (III2) at to the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which extent definitive agreements documents in respect thereof have been executed. For , any additional acquisition or Investment and/or any related Indebtedness (including the avoidance intended use of doubt, (iproceeds thereof) if that the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely has elected to be treated as a result of a change set forth in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Total Leverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a)) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, test and/or any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amountsamount, the a “Fixed AmountsAmount”) substantially concurrently with any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, test and/or any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that (i) incurrence any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount and (ii) pro forma effect shall be given to the use of the relevant Fixed Amount in calculating such amount under financial ratio or test applicable to the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) For purposes of determining compliance at any time with Section 6.06, previously made Investments (other than a loan or advance) shall be valued and measured at the fair market value of such Investment at the time such Investment was made. (e) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRSthe Applicable Accounting Standards. (ef) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a)) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or Consolidated Cash any Interest Coverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) Assets or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing), (B) the irrevocable declaration making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar Investment (including the assumption with respect to any Indebtedness contemplated or incurrence of Indebtedness incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) solely with respect to any Limited Conditionality Acquisition, the execution of the definitive agreement with respect to such acquisition or similar Investment or (y) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption with respect to any Indebtedness contemplated or incurrence of Indebtedness incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 60 days following the date of declaration) or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice including with respect to such Restricted Debt Paymentany Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such notice Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisitioneffect, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, to (I) the relevant acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) based on to the most recently ended Test Period and extent definitive documents in respect thereof have been executed or the declaration of any Restricted Payment has been made or delivery of notice with respect to a Restricted Debt Payment has been given (IIIwhich definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any additional acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) at the election of that the Borrower Representative, give effect on a Pro Forma Basis has elected to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change treat in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of accordance with this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein, but subject to Sections 1.06(b) and (c), all financial ratios and tests (including the Leverage Ratio, the Interest Coverage Ratio and the amount of Consolidated EBITDA) contained in this Agreement that are calculated with respect to any Test Period shall be calculated with respect to such Test Period on a Pro Forma basis. (b) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basisbasis), to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a)7.01, Section 7.02, any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash any Interest Coverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) or the making of representations and warranties by each Loan Party as a condition set forth in the Loan Documents as conditions to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, Indebtedness in connection with an acquisition or obtaining, third party financing, (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)similar investment, the determination of whether the relevant condition is satisfied may be made, at the election (any such election, a “Testing Election”) of the Borrower Representative (a “LCT Election”), (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment investment or (y) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2) the making of such Restricted Payment and/or (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of such notice or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), in each case, (I) investment after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment acquisition or investment on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)basis. (bc) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a)7.01, Section 7.02 , any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (ab) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Senior Secured Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or Consolidated Cash Interest or any Fixed Charge Coverage Ratio test) and/or the amount of Consolidated Adjusted EBITDA or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) Assets or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financingInvestment, (B) the irrevocable declaration making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice (including in advance each case of such Restricted Debt Payment clauses (A), (B) and (C), the related assumption or incurrence of Indebtedness) (such action pursuant to clauses (A), (B) through or (C), a “Limited Condition Transaction”), the determination of whether the relevant condition is satisfied may be made, at the election of the Parent Borrower Representative (a “LCT Election”), (1) in the case of any acquisition or similar Investment or related incurrence or assumption of Indebtedness, at the time of (including or on the assumption basis of the financial statements for the most recently ended Test Period at the time of), either (x) the execution of the definitive agreement with respect to such acquisition or Investment, or incurrence or assumption of Indebtedness or (y) the consummation of such acquisition or Investment, or incurrence or assumption of Indebtedness, (2) in connection therewith)the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment or (y) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such notice Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), in each case, (I) after giving effect to the relevant acquisition, Indebtedness, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Parent Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets) Assets with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments or Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket amount of Consolidated Adjusted EBITDA or Consolidated Total Assets shall be tested by calculating the availability under such financial ratio or test and/or basketthe amount of Consolidated Adjusted EBITDA or Consolidated Total Assets, as applicable, on a Pro Form Basis pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Senior Secured Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Senior Secured Leverage Ratio test, any Secured Leverage Ratio test, test and/or any Total Leverage Ratio test and/or any Consolidated Cash Interest Fixed Charge Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Senior Secured Leverage Ratio test, any Secured Leverage Ratio test, test and/or any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence the Fixed Amounts shall be disregarded in the calculation of such amount under the financial ratio or test applicable to the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under Amounts; however, for the Fixed Amountavoidance of doubt, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and substantially concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) Indebtedness and Liens in reliance on one or more of any Incurrence-Based Amount or any upon Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers Amounts shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien disregarded for purposes of testing compliance with the Total Leverage Ratio or the Fixed Charge Coverage Ratio under Section 6.026.04 and Section 6.06.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a)7.10, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage any Leverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing), (B) the irrevocable declaration making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Prepayment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment or (y) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith)Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration of such Restricted Payment (so long as provided, that such Restricted Payment is actually made within 90 60 days following after the date of declaration) declaration thereof), or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days Prepayment, at the time of (x) delivery of irrevocable (which may be conditional) notice of prepayment issued in compliance with the definitive documents applicable to such Junior Indebtedness with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of such notice Prepayment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Prepayment, in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment Prepayment on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a)7.10, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Total Consolidated Total Assets), such financial ratio or test shall be calculated on a pro forma basis at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio testSection 7.10) (but not, for the avoidance of doubt, regular quarterly compliance with Section 7.10) (any such amountsamount, the a “Fixed AmountsAmount”) substantially concurrently with any amounts portion of such amount incurred or transactions such transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio testSection 7.10 (but not, for the avoidance of doubt, regular quarterly compliance with Section 7.10)) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred disregarded in the calculation of the financial ratio or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any test applicable to the relevant Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the BorrowersAmount. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a)6.10(a) hereof, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or Consolidated Cash or any Interest Coverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or , (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default), (iii) the making and/or accuracy of any representation and/or warranty or (iv) compliance with availability under any basket (including any basket expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets), in each case, a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing), (B) the irrevocable declaration making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Representative, (1) in the case of any acquisition or similar Investment (including the assumption with respect to any Indebtedness contemplated or incurrence of Indebtedness incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment Investment, (y) in connection with an acquisition to which the United Kingdom City Code or Takeover and Mergers (or any comparable Requirement of Law) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of the target of an acquisition (or equivalent notice under comparable Requirements of Law) or (yz) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption with respect to any Indebtedness contemplated or incurrence of Indebtedness incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice including with respect to such Restricted Debt Paymentany Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such notice Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each casecase of the foregoing clauses (1) and (2), (I) after giving effect to the relevant acquisitioneffect, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, to (I) the relevant acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) based on to the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which extent definitive agreements documents in respect thereof have been executed. For , the avoidance Restricted Payment has been declared or delivery of doubtnotice with respect to a Restricted Debt Payment has been given (which definitive documents, (i) if declaration or notice has not terminated or expired without the consummation thereof), any other Subject Transaction that the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change has elected to treat in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of accordance with this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a)6.10(a) hereof, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or test, any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after such calculation, or after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amountsamount, the including any such amount drawn or deemed to have been drawn under any revolving credit facility, a “Fixed AmountsAmount”) substantially concurrently with any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a)6.10(a) hereof, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that (i) incurrence any Fixed Amount shall be disregarded in the calculation of such amount under the financial ratio or test applicable to the relevant Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafterexcept as provided in clause (i), incurrence of the portion of such amount under the Fixed Amount pro forma effect shall be calculatedgiven to the entire transaction. The Borrower Representative may select elect that amounts any amount incurred or transactions entered into (or consummated) be incurred or transaction entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, that unless the Borrower Representative elects otherwiseotherwise and except as set forth in the Incremental Calculation Methodology, the Borrowers each such amount or transaction shall be deemed to have used amounts incurred, entered into or consummated first under an any Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowersmaximum extent permitted thereunder. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers Intermediate Dutch Holdings dated such date prepared in accordance with IFRSGAAP. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02. (f) With respect to any pro forma calculation that is required to be made in connection with any acquisition or similar Investment in respect of which financial statements for the applicable target are not available for the same Test Period for which financial statements of Intermediate Dutch Holdings are available, Intermediate Dutch Holdings shall make the relevant calculation on the basis of the relevant available financial statements (even if for differing periods) or such other commercially reasonable basis as the Borrower Representative may elect. (g) In connection with the implementation or assumption of any revolving commitment and/or any delayed draw commitment in reliance on any Incurrence-Based Amount, the Borrower Representative may, in its sole discretion either (a) elect, by written notice to the Administrative Agent (a “Specified Commitment Notice”), to treat all or any portion of such revolving commitment and/or delayed draw commitment as having been fully drawn on the date of implementation or assumption (such commitment (or portion thereof), a “Specified Commitment”), in which case (i) Intermediate Dutch Holdings shall not be required to comply with any financial ratio or test in connection with any drawing thereunder after the date of incurrence or assumption and (ii) other than for purposes of (A) the Applicable Rate, (B) the Commitment Fee Rate, (C) the Required Excess Cash Flow Percentage, (D) the Required Asset Sale Proceeds Percentage and/or (E) actual compliance with Section 6.10(a), the amount of such Specified Commitment shall be deemed to have been an actual incurrence of Indebtedness thereunder on the date of implementation or assumption for purposes of calculating any Incurrence-Based Amount or (b) elect to test the permissibility of all or any portion of any drawing under such revolving commitment and/or delayed draw commitment on the date of such drawing (if any), in which case, such revolving commitment and/or delayed draw commitment (or portion thereof) shall only be treated as drawn for purposes of any Incurrence-Based Amount to the extent of any actual drawing thereunder. It is understood and agreed that the Borrower Representative may, at any time in its sole discretion, (x) deliver a Specified Commitment Notice with respect to any revolving commitment and/or delayed draw commitment and/or (y) withdraw any Specified Commitment Notice with respect to all or any portion of any revolving commitment and/or delayed draw commitment and instead elect to treat such revolving commitment and/or delayed draw commitment in accordance with clause (b) of the immediately preceding sentence.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein, but subject to Sections 1.06(b) and (c), all financial ratios and tests (including the Leverage Ratio, the Interest Coverage Ratio, the Aggregation Test and the amount of Consolidated EBITDA) contained in this Agreement that are calculated with respect to any Test Period shall be calculated with respect to such Test Period on a Pro Forma basis. (b) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basisbasis), to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a7.01, Section 7.02 and Section 5.09(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test Aggregation Test and/or Consolidated Cash any Interest Coverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) or the making of representations and warranties by each Loan Party as a condition set forth in the Loan Documents as conditions to (A) the making of any acquisition or similar Investment or the consummation of any transaction in connection with any acquisition or similar Investment therewith (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing, and/or (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election (any such election, a “Testing Election”) of the Borrower Representative (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment or (y) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2) the making of such Restricted Payment and/or (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery the declaration of such notice Restricted Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), in each case, (I) after giving effect to the relevant acquisition, Restricted Payment acquisition and/or Restricted Debt Payment on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)basis. (bc) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a7.01, Section 7.02 and Section 5.09(a), any First Lien Leverage Ratio test, any Secured Leverage Interest Coverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test Aggregation Test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (ab) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a)6.14(a) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or Consolidated Cash any Interest Coverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing), (B) the irrevocable declaration making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar Investment (including the assumption with respect to any Indebtedness assumed or incurrence of Indebtedness incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) in the case of any Limited Condition Acquisition, the execution of the definitive agreement with respect to such acquisition or similar Investment or (y) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption with respect to any Indebtedness assumed or incurrence of Indebtedness incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 60 days following the date of declaration) such declaration or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice including with respect to such Restricted Debt Paymentany Indebtedness assumed or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such notice Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisitioneffect, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, to (I) the relevant acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) based on to the most recently ended Test Period and extent definitive documents in respect thereof have been executed or the declaration of any Restricted Payment or delivery of notice with respect to a Restricted Debt Payment (IIIwhich definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any additional acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) at the election of that the Borrower Representative, give effect on a Pro Forma Basis has elected to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely be determined as a result of a change set forth in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a)6.14(a) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may becalculation. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a)6.14(a) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a)6.14(a) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence the Fixed Amounts shall be disregarded in the calculation of such amount under the financial ratio or test applicable to the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under Amounts; provided that the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Indebtedness or Liens constituting Fixed Amount Amounts shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered taken into (or consummated) be incurred or entered into (or consummated) in reliance on one or more account for purposes of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts Amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the BorrowersArticle 6 (other than Sections 6.01 and 6.02). (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers Borrower dated such date prepared in accordance with IFRSGAAP. (e) The increase in any amount amounts secured by any Lien Liens by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend dividends in the form of additional Indebtedness, amortization of original issue discount and/or any increase and increases in the amount of Indebtedness outstanding solely as a result of any fluctuation fluctuations in the exchange rate of any applicable currency currencies will not be deemed to be the granting an incurrence of a Lien Liens for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (including any such requirement that is to be determined on a Pro Forma Basis) (i) compliance with any financial ratio or test (including, without limitation, including Section 6.15(a6.14(a), any First Lien Net Leverage Ratio test, any Secured Leverage Ratio test, Total Net Leverage Ratio test and/or Consolidated Cash Interest Coverage or any Total Net Leverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) or , (ii) the making or accuracy of any representation or warranty or (iii) the absence of a any Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which that is not contingent upon the availability of, or obtaining, conditioned on obtaining third party financing, financing (a “Limited Condition Acquisition”) and/or (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable advance notice thereof (or, in advance each case, any assumption or incurrence of such Restricted Debt Payment (such action pursuant to clauses (A) through (C)any Indebtedness in connection therewith, a “Limited Condition Transaction”including any Incremental Facility), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Limited Condition Acquisition, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment or (y) the consummation of such Limited Condition Acquisition, provided, that, in any event no Event of Default pursuant to Section 7.01(a), 7.01(g) or 7.01(h) shall be continuing at the time any such transaction is consummated, provided, that, in the case of clause (x) above, during the period between the signing of the definitive agreement with respect to such Limited Condition Acquisition and such time as such Limited Condition Acquisition has been consummated or the definitive documentation with respect to such Limited Condition Acquisition has been terminated or abandoned or expires without consummation of such Limited Condition Acquisition, (I) any such financial ratio or test shall be calculated on a Pro Forma Basis assuming such acquisition or similar InvestmentInvestment (and other transactions in connection therewith, including any assumption or incurrence of Indebtedness and the use of proceeds thereof) has been consummated and (II) solely with respect to any calculation of compliance with a financial ratio that is a condition to the making of any Restricted Payment or Restricted Debt Payment, the calculation of such financial ratio shall be tested both on a Pro Forma Basis for such Limited Condition Acquisition and assuming such Limited Condition Acquisition is not consummated and (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2) the making of such Restricted Payment and/or (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable notice with respect to such notice Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Limited Condition Acquisition or Restricted Debt Payment on a Pro Forma BasisBasis and if, (II) based after giving pro forma effect to the relevant Limited Condition Acquisition and/or Restricted Debt Payment and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the applicable test date, the Borrower could have taken such action on the most recently ended Test Period relevant test date in compliance with such financial ratio or basket, such financial ratio or basket shall be deemed to have been complied with; provided, further, that any transaction described in clauses (A) and (IIIB) at above shall no longer be subject to the election limited conditionality provisions of this Section 1.10(a) following the Borrower Representativedate that is 120 days after (x) in the case of clause (A) above, give effect on a Pro Forma Basis the date the definitive documentation with regards to any other prospective such Limited Condition Acquisitions or similar Investments for which definitive agreements have been executedAcquisition is executed and (y) in the case of clause (B) above, the date of delivery of such irrevocable notice. For the avoidance of doubt, (i) if the Borrower Representative makes has made an LCT Electionelection pursuant to this Section 1.10(a) and if any of such ratios, no Default baskets or Event of Default shall occur solely amounts are exceeded subsequent to the applicable test date as a result of a change fluctuations in the applicable such ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket amount (including any basket measured as a percentage of due to fluctuations in Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to of the incurrence of Indebtedness or Liens, Borrower or the making of Restricted Debt Payments on person subject to such Limited Condition Acquisition), at or following the relevant LCT Test Date and prior to the earlier consummation of the date on which relevant transaction or action, such Limited Condition Transaction ratios, baskets 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 the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)taken. (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, including Section 6.15(a6.14(a), any First Lien Net Leverage Ratio testRatio, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above)taken, such change is made, such transaction is consummated or such event occurs, as the case may bebe (or, in each case, such other time as is applicable thereto pursuant to clause (a) above), and no Default or Event of Default shall be deemed to have occurred solely as a result of a subsequent change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may betest. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement (including Incremental Facilities) that does not require compliance with a financial ratio or test (including, without limitation, including Section 6.15(a6.14(a), any First Lien Net Leverage Ratio testRatio, any Secured Leverage Ratio test, any Total Net Leverage Ratio test and/or any Consolidated Cash Interest Coverage Total Net Leverage Ratio test) (for the avoidance of doubt, excluding the Revolving Facilities and any other revolving facility) (any such amounts, the “Fixed Amounts”) ), substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, including Section 6.15(a6.14(a), any First Lien Net Leverage Ratio testRatio, any Secured Leverage Ratio test, any Total Net Leverage Ratio test and/or any Consolidated Cash Interest Coverage Total Net Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts (ieven if part of the same transaction or, in the case of Indebtedness, the same tranche, as any Incurrence-Based Amounts) incurrence shall be disregarded in the calculation of such amount under the financial ratio or test applicable to the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed AmountAmounts, but giving full pro forma effect to any increase in the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets (including Unrestricted Cash) resulting from the reliance on the Fixed Amounts. It is further agreed that in connection with the calculation of any financial ratio applicable to the Incurrence-Based Amounts, such test shall be calculated on a Pro Forma Basis to for the use incurrence of such Indebtedness (including the application of the proceeds thereof), but without netting the Cash proceeds of all such amounts Indebtedness, and concurrent related transactions and (ii) thereafterin the case of any such Indebtedness constituting revolving Indebtedness or delayed draw Indebtedness, incurrence of the portion of assuming that such amount under the Fixed Amount shall be calculatedIndebtedness is fully drawn. The Borrower Representative may select that Any amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any a Fixed Amount shall be automatically reclassified as incurred under the Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless at such time as the Borrower Representative elects otherwise, meets the Borrowers shall be deemed to have used amounts applicable ratio under an the Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under at such time on a Fixed Amount then available to the Borrowerspro forma basis. (d) The It is understood and agreed that any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or Affiliate transaction need not be permitted solely by reference to one clause or subclause of Section 6.01, 6.02, 6.03, 6.04, 6.05, 6.06 or 6.08, respectively, but may instead be permitted in part under any combination of clauses or subclauses of such Section, all as classified or, to the extent such alternative classification would have been permitted at the time of the relevant action, reclassified by the Borrower in its sole discretion, and shall constitute a usage of any availability under such clause or subclause only to the extent so classified or reclassified thereto; provided that (i) the Credit Facilities may only be permitted under Section 6.01(a) and secured by Liens permitted pursuant to Section 6.02(a), (ii) Indebtedness incurred under Section 6.01(q), 6.01(w) or 6.01(y), to the extent such Indebtedness is secured by Liens on the Collateral that are junior to the Liens on the Collateral securing the Credit Facilities, may not be reclassified to any other clause of Section 6.01 and such Liens on the Collateral may only be incurred under Section 6.02(s) or 6.02(t), as applicable and (iii) Restricted Payments and Restricted Debt Payments may not be reclassified. In addition, for purposes of determining compliance at any time with Section 6.01, 6.02 or 6.05, if any Indebtedness, Lien or Investment (or a portion thereof), as applicable, that was previously incurred, made or otherwise undertaken as having been incurred, made or otherwise undertaken under any “ratio-based” basket set forth in such Section would, using the figures as of the end of or for the most recently ended Test Period, be permitted under the applicable “ratio-based” basket, then such item (or such portion thereof) shall be automatically reclassified as having been incurred under the applicable “ratio-based” basket; provided that, in the case of Sections 6.01 and 6.02, any such reclassification shall be subject to the limitations set forth in the proviso to the immediately preceding sentence. (e) For purposes of determining compliance with this Agreement, (i) the outstanding principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness issued at a price that is less than the principal amount thereof shall be equal, as of any date shall be of determination, to the principal amount thereof that would be shown appear on a consolidated balance sheet of the Borrowers dated Borrower as of such date prepared in accordance with IFRS. GAAP and (eii) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accrual of dividends, the accretion of accreted value, the amortization of original issue discount, the payment of interest or a dividend in the form of additional Indebtedness, amortization Indebtedness or additional shares of original issue discount Capital Stock and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will shall not be deemed to be an incurrence of Indebtedness and, to the granting extent secured, shall not be deemed to result in an increase of the obligations so secured or to be a grant of a Lien for purposes of Section 6.02securing any such obligations.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.15(a)6.11 hereof, any First Lien Total Leverage Ratio test, Secured Leverage Ratio test, Total Leverage any Consolidated Interest Coverage Ratio test and/or Consolidated Cash Interest Coverage Liquidity Ratio test) and/or any basket (including any basket measured cap expressed as a percentage and/or based on the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets) or any other basket, (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default) or the accuracy of representations and warranties as a condition to (A) the consummation of any Limited Condition Transaction or any transaction in connection with any acquisition or similar Investment therewith (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing, and/or (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such or any Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Borrower, (1) in the case of any acquisition Acquisition or similar Investment or other transaction described in the immediately preceding clause (including the assumption or incurrence of Indebtedness in connection therewithA), at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition Acquisition or similar other Investment or (y) the consummation of such acquisition Acquisition or similar other Investment, (2) in the case of any Restricted Payment (including the assumption or incurrence of Indebtedness in connection therewith)Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) either (1x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such notice Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisitionAcquisition, Investment, Restricted Payment and/or Restricted Debt Payment and, in each case, the incurrence or assumption of any Indebtedness in connection therewith, on a Pro Forma Basis, (II) based on the most recently ended Test Period and (III) at the election of ; provided that if the Borrower Representativehas made such an election, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For then, in connection with the avoidance determination of doubt, (i) if the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a)6.11 hereof, any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio, any Consolidated Interest Coverage Ratio test and/or Consolidated Cash Interest Coverage any Liquidity Ratio test) and/or any basket (including any basket measured cap expressed as a percentage or based on the amount of Consolidated Adjusted EBITDA and/or any other basket or Consolidated Total Assets(ii) with respect the absence of a Default or Event of Default (or any type of Default or Event of Default) or the accuracy of representations and warranties, in each case as a condition to the consummation of any transaction in connection with (A) any Limited Condition Transaction (including the assumption or incurrence of Indebtedness or Liens, or Indebtedness) and/or (B) the making of any Restricted Payment or Restricted Debt Payments Payment in each of the foregoing cases on or following the relevant LCT Test Date date of such election and prior to (x) in the case of clause (A) of this proviso, the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated and (y) in the case of clause (B) of this proviso, the making of the applicable Restricted Payment or expires without consummation of Restricted Debt Payment, each such determination shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction, compliance with any such financial ratio Restricted Payment or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction Restricted Debt Payment and any other transactions pro forma events in connection therewith have been consummated (including any incurrence of Indebtedness and Indebtedness) have been consummated. For the use avoidance of proceeds thereof)doubt, notwithstanding anything to the contrary in this Section 1.04, the requirements of Section 4.02 are required to be satisfied in connection with any extension of credit except as expressly provided herein. (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.15(a)6.11 hereof, any First Lien Leverage Ratio testConsolidated Interest Coverage Ratio, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Liquidity Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may becalculation. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence of such amount under the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitationincluding Section 6.10(a), Section 6.15(a6.10(b), any First Lien Rent Adjusted Net Leverage Ratio test, any Secured Rent Adjusted Net Leverage Ratio test, any Total Rent Adjusted Net Leverage Ratio test and/or Consolidated Cash Interest any Fixed Charge Coverage Ratio test) and/or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA EBITDA, Consolidated Adjusted EBITDAR or Consolidated Total Assets) or , (ii) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of Default), (iii) the making or accuracy of any representation and/or warranty or (iv) compliance with availability under any basket or cap (including any basket or cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets), in each case, a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, or obtaining, third party financing), (B) the irrevocable declaration making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar Investment (including the assumption with respect to any Indebtedness contemplated, assumed or incurrence of Indebtedness incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004 to such acquisition or similar Investment Investment, (y) in connection with an acquisition to which the United Kingdom City Code or Takeover and Mergers (or any comparable Requirement of Law) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of the target of an acquisition (or equivalent notice under comparable Requirements of Law) or (yz) the consummation of such acquisition or similar Investment, (2) in the case of any Restricted Payment (including the assumption with respect to any Indebtedness contemplated or incurrence of Indebtedness incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 90 days following the date of declaration) or (2y) the making of such Restricted Payment and/or and (3) in the case of any Restricted Debt Payment that is made within 90 days of delivery of irrevocable (which may be conditional) notice including with respect to such Restricted Debt Paymentany Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) delivery of irrevocable (which may be conditional) notice with respect to such notice Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisitioneffect, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis, to (I) the relevant acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) based on to the most recently ended Test Period and (III) at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which extent definitive agreements documents in respect thereof have been executed. For , the avoidance Restricted Payment has been declared or delivery of doubtnotice with respect to a Restricted Debt Payment has been delivered (which definitive documents, (i) if declaration or notice has not terminated or expired without the consummation thereof), any other Subject Transaction that the Borrower Representative makes an LCT Election, no Default or Event of Default shall occur solely as a result of a change has elected to treat in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of accordance with this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, on a Pro Form Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitationincluding Section 6.10(a), Section 6.15(a6.10(b), any First Lien Rent Adjusted Net Leverage Ratio test, any Secured Rent Adjusted Net Leverage Ratio test, any Total Rent Adjusted Net Leverage Ratio test and/or any Consolidated Cash Interest Fixed Charge Coverage Ratio test test, and/or the amount of Consolidated Adjusted EBITDA EBITDA, Consolidated Adjusted EBITDAR or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above)) at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test or amount occurring after such calculation, or after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), including any First Lien Rent Adjusted Net Leverage Ratio test, any Secured Rent Adjusted Net Leverage Ratio test, any Total Leverage Fixed Charge Coverage Ratio test and/or any Consolidated Cash Interest Coverage Total Rent Adjusted Net Leverage Ratio test) (any such amountsamount, including any such amount drawn or deemed to have been drawn under any revolving credit facility and, for the avoidance of doubt, any amount that is expressed as a percentage of Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDAR or Consolidated Total Assets, a “Fixed AmountsAmount”) substantially concurrently with any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitationincluding Section 6.10(a), Section 6.15(a6.10(b), any First Lien Rent Adjusted Net Leverage Ratio test, any Secured Rent Adjusted Net Leverage Ratio test, any Total Leverage Fixed Charge Coverage Ratio test and/or any Consolidated Cash Interest Coverage Total Rent Adjusted Net Leverage Ratio test) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that (i) incurrence any Fixed Amount shall be disregarded in the calculation of such amount under the financial ratio or test applicable to the relevant Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafterexcept as provided in the preceding clause (i), incurrence of the portion of such amount under the Fixed Amount pro forma effect shall be calculatedgiven to the entire transaction. The Borrower Representative may select elect that amounts any amount incurred or transactions entered into (or consummated) be incurred or transaction entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, provided that, unless the Borrower Representative elects otherwiseotherwise and except as set forth in the definition of “Incremental Cap”, the Borrowers each such amount or transaction shall be deemed to have used amounts incurred, entered into or consummated first under an any Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowersmaximum extent permitted thereunder. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers Borrower dated such date prepared in accordance with IFRSGAAP. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004 amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting creation, incurrence, assumption, or the permission or sufferance to exist of a Lien for purposes of Section 6.02. (f) With respect to any pro forma calculation that is required to be made in connection with any acquisition or similar Investment in respect of which financial statements for the applicable target are not available for the same Test Period for which financial statements of the Borrower are available, the Borrower shall make the relevant calculation on the basis of the relevant available financial statements (even if for differing periods) or such other commercially reasonable basis as the Borrower may elect. (g) In connection with the implementation or assumption of any revolving commitment and/or any delayed draw commitment (in each case, other than any such commitment implemented pursuant to Section 2.22) in reliance on any Incurrence-Based Amount, the Borrower may, in its sole discretion elect to, by written notice to the Administrative Agent (a “Specified Commitment Notice”), either (a) treat all or any portion of such revolving commitment and/or delayed draw commitment as having been fully drawn on the date of implementation or assumption (such commitment (or portion thereof), a “Specified Commitment”), in which case (i) the Borrower shall not be required to comply with any financial ratio or test in connection with any drawing thereunder after the date of incurrence or assumption and (ii) other than for purposes of (A) the Applicable Rate, (B) the Commitment Fee Rate and/or (C) actual compliance with Section 6.10(a) or Section 6.10(b), the amount of such Specified Commitment shall be deemed to have been an actual incurrence of Indebtedness thereunder on the date of implementation or assumption for purposes of calculating any Incurrence-Based Amount or (b) test the permissibility of all or any portion of any drawing under such revolving commitment and/or delayed draw commitment on the date of such drawing (if any), in which case, such revolving commitment and/or delayed draw commitment (or portion thereof) shall only be treated as drawn for purposes of any Incurrence-Based Amount to the extent of any actual drawing thereunder that is outstanding at the applicable time of determination. It is understood and agreed that the Borrower may, at any time in its sole discretion, (x) deliver a Specified Commitment Notice with respect to any revolving commitment and/or delayed draw commitment and/or (y) withdraw any Specified Commitment Notice with respect to all or any portion of any revolving commitment and/or delayed draw commitment and instead elect to treat such revolving commitment and/or delayed draw commitment in accordance with clause (a) or (b) of the immediately preceding sentence. (h) Any determination of the Weighted Average Life to Maturity of any Indebtedness shall be made by the Borrower in good faith at the time of the incurrence of such Indebtedness. (i) It is understood and agreed that the Borrower and/or any Restricted Subsidiary may incur Indebtedness permitted under any provision of Section 6.01 to refinance Indebtedness originally incurred under the same provision of Section 6.01 while the Indebtedness being refinanced remains outstanding so long as the proceeds of the applicable refinancing Indebtedness are promptly deposited with the trustee or other applicable representative of the holders of the Indebtedness being refinanced, which proceeds will be applied to satisfy and discharge the Indebtedness being refinanced in accordance with the documentation governing such Indebtedness.

Certain Calculations and Tests. (a) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis)herein, to the extent that the terms of this Agreement require (ix) compliance with any financial ratio or test (including, without limitation, including Section 6.15(a)6.14(a) hereof, any First Lien Leverage Ratio test, Secured any Total Leverage Ratio test, the amount of Consolidated Total Leverage Ratio test and/or Assets or the amount of Consolidated Cash Interest Coverage Ratio test) and/or Adjusted EBITDA or any basket (including any basket measured cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA) or (iiy) the accuracy of any representation or warranty or the absence of a Default or Event of Default (or any type of Default or Event of DefaultDefault but excluding any Event of Default under Sections 7.01(a), 7.01(f) (with respect to the Borrower) or 7.01(g) (with respect to the Borrower)) as a condition to to: (A) the making of any Investment or (B) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness) the consummation of which is not contingent upon the availability of, Indebtedness or obtaining, third party financing, (B) the irrevocable declaration of any Restricted Payment and/or (C) the making of any Restricted Debt Payment requiring irrevocable notice Liens in advance of such Restricted Debt Payment (such action pursuant to clauses (A) through (C), a “Limited Condition Transaction”connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative (a “LCT Election”), (1) in the case of any acquisition or similar Investment (including the assumption or incurrence of Indebtedness in connection therewith)Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the execution of the definitive agreement with respect to such acquisition or similar Investment or (yII) the consummation of such acquisition or similar Investment, in each case, after giving effect to the relevant Investment or other transaction and any related Indebtedness or Liens on a Pro Forma Basis, (2ii) in the case making of any Restricted Payment (including following the assumption or incurrence consummation of Indebtedness in connection therewitha Qualifying IPO pursuant to Section 6.04(a)(vii), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (1I) the declaration of such Restricted Payment (so long as Payment; provided that such Restricted Payment is actually shall be made within 90 60 days following the date of declaration) such declaration or (2II) the making of such Restricted Payment, in each case, after giving effect to the relevant Restricted Payment and/or on a Pro Forma Basis, and (3iii) in the case making of any Restricted Debt Payment that Payment, the determination of whether the relevant condition is made within 90 days of delivery of irrevocable (which satisfied may be conditional) notice with respect to such Restricted Debt Paymentmade, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the delivery of such an irrevocable notice of redemption or repayment or (yII) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, (I) after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis. (b) Notwithstanding the foregoing, (II) based on if the most recently ended Test Period and (III) Borrower has made an election to test at the election of the Borrower Representative, give effect on a Pro Forma Basis to any other prospective Limited Condition Acquisitions or similar Investments for which definitive agreements have been executed. For the avoidance of doubt, time of: (i) if the Borrower Representative makes execution of the definitive agreement with respect to an LCT ElectionInvestment or the consummation of any transaction in connection with any Investment, no Default or Event of Default shall occur solely as a result of a change in the applicable ratio or test after the time such LCT Election was made and (ii) the provisions of this clause (a) shall also apply to any Incremental Facility. If the Borrower Representative has made a LCT Election for any Limited Condition Transactionthen, then in connection with any subsequent determination calculation of compliance with any financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, Secured Leverage Ratio test, Total Leverage Ratio test and/or Consolidated Cash Interest Coverage Ratio test) and/or any basket (including any basket measured as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets) with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Debt Payments on or following the relevant LCT Test Date determination date, and prior to the earlier of (x) the date on which such Limited Condition Transaction Investment is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction Investment is terminated or expires without consummation of such Limited Condition TransactionInvestment, compliance with any such financial ratio or test and/or basket shall be tested by calculating the availability under such financial ratio or test and/or basket, as applicable, calculated on (A) a Pro Form Forma Basis assuming such Limited Condition Transaction and Investment or any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness Indebtedness, Liens and the use of proceeds thereof)) has been consummated, and also on (B) a standalone basis without giving effect to such Investment and any such transactions in connection therewith; (ii) the declaration of a Restricted Payment following a Qualifying IPO, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date, and prior to the earlier of (x) the making of such Restricted Payment and (y) the date that is 60 days after the declaration of such Restricted Payment, any such ratio or test shall be calculated on a Pro Forma Basis assuming such Restricted Payment has been consummated, and/or (iii) the delivery of an irrevocable notice of redemption or repayment (which may be conditional) in respect of a Restricted Debt Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date and prior to the date on which such Restricted Debt Payment is made, any such ratio or test shall be calculated on (A) a Pro Forma Basis assuming such Restricted Debt Payment has been consummated and also on (B) standalone basis without giving effect to such Restricted Debt Payment. (bc) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, including Section 6.15(a6.14(a), any First Lien Leverage Ratio test, any Secured Total Leverage Ratio test, any the amount of Consolidated Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test and/or Assets or the amount of Consolidated Adjusted EBITDA or Consolidated Total AssetsEBITDA), such financial ratio or test shall be calculated as set forth in clause (a) above (if applicable), or at the time such action is taken (subject to clause (a) above)taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the relevant time set forth in clause (a) above (if applicable) or the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (cd) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, including Section 6.15(a)6.14(a) hereof, any First Lien Leverage Ratio test, any Secured Leverage Ratio test, test or any Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) incurrence the Fixed Amounts shall be disregarded in the calculation of such amount under the financial ratio or test applicable to any substantially concurrent utilization of the Incurrence-Based Amount shall first be calculated without giving effect to any amount incurred under the Fixed Amount, but giving full effect on Pro Forma Basis to the use of proceeds of all such amounts and concurrent related transactions and (ii) thereafter, incurrence of the portion of such amount under the Fixed Amount shall be calculated. The Borrower Representative may select that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that, unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the BorrowersAmounts. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrowers dated such date prepared in accordance with IFRS. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.