Common use of Limited Condition Acquisition Clause in Contracts

Limited Condition Acquisition. Notwithstanding anything to the contrary in this Agreement, in connection with any Permitted Acquisition or other similar Investment that is not conditioned on the availability of, or on obtaining, third-party financing (a “Limited Condition Acquisition”), for purposes of determining compliance with the conditions to such Permitted Acquisition or other similar Investment and the availability of Indebtedness (other than in respect of any Revolving Loans) that is to be used to finance such Permitted Acquisition or other similar Investment in accordance with this §6.18.7, then the following provisions shall apply: (i) any condition to such Limited Condition Acquisition or such Indebtedness that requires that no Default or Event of Default shall have occurred and be continuing at the time of such Acquisition or the incurrence of such Indebtedness, shall be satisfied if (i) no Event of Default under any of §14.1(a), (b), (g) and (h) shall have occurred and be continuing both before and after giving effect to such Limited Condition Acquisition and any Indebtedness incurred in connection therewith (including such additional Indebtedness) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of execution of the definitive agreement governing such Limited Condition Acquisition; (ii) any condition to such Limited Condition Acquisition or such Indebtedness that the representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of such Limited Condition Acquisition or the incurrence of such Indebtedness shall be satisfied if (I) the representations and warranties in the Loan Documents are true and correct in all material respects at the time of the execution of the definitive agreement governing such Limited Condition Acquisition (unless such representation relates to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date) and (II) the Specified Representations shall be true and correct after giving effect to such Limited Condition Acquisition and any Indebtedness incurred in connection therewith; and (iii) any condition to such Limited Condition Acquisition or such Indebtedness relating to pro forma compliance with any financial covenants or incurrence ratio shall be determined solely as of the date that the definitive documentation relating to such Permitted Acquisition or other similar Investment is entered into by a Borrower or any Restricted Subsidiary and treating such Indebtedness as incurred for purposes of all calculations hereunder and thereafter; provided that the foregoing provisions shall apply with similar effect during the pendency of multiple Limited Condition Acquisitions such that each of the possible scenarios is separately tested.

Limited Condition Acquisition. Notwithstanding It is understood and agreed that, notwithstanding anything to the contrary in this Agreement, in connection with if the proceeds of any Permitted Acquisition or other similar Investment that is not conditioned on the availability of, or on obtaining, third-party financing (Incremental Term Facility are being used to finance a “Limited Condition Acquisition, and the Company has obtained commitments of Lenders to fund such Incremental Term Facility (“Incremental Financing Commitments”), for purposes of determining compliance with then (a) the conditions set forth in Section 2.16(b), clauses (i)(B)(1) and (i)(B)(2) of Section 2.16(f), Section 4.02(a), Section 4.02(b), and clause (a) in the definition of “Permitted Acquisition” shall be limited as follows, if and to the extent such Permitted Acquisition or other similar Investment Lenders so agree in their Incremental Financing Commitments: (i) the conditions set forth in Section 2.16(d) and Section 4.02(a) shall be limited such that the only representations and warranties the accuracy of which shall be a condition to the availability of Indebtedness such Incremental Term Facility shall be (other than in respect of any Revolving LoansA) that is to be used to finance the Specified Representations, and (B) such Permitted Acquisition or other similar Investment in accordance with this §6.18.7, then representations and warranties under the following provisions shall apply: (i) any condition to definitive agreement governing such Limited Condition Acquisition (the “Limited Condition Acquisition Agreement”) as entitle the applicable Loan Party (or the applicable Subsidiary) to terminate its obligations under such Indebtedness that requires that Limited Condition Acquisition Agreement or decline to consummate such Limited Condition Acquisition, in each case, without paying any penalty or compensation to the other party or incurring liability for breach if such representations and warranties fail to be true and correct, and (ii) the reference in Section 2.16(b), Section 4.02(b) and clause (a) in the definition of “Permitted Acquisition” to no Default or no Event of Default, as applicable, means (A) no Default or no Event of Default, as applicable, shall have occurred and be continuing at the time of such the execution of the Limited Condition Acquisition or the incurrence of such IndebtednessAgreement, shall be satisfied if and (iB) no Event of Default under any of §14.1(aSection 8.01(a), (b), (g8.01(f) and (hor 8.01(g) shall have occurred and be continuing both before and after giving effect to such Limited Condition Acquisition and any Indebtedness incurred in connection therewith (including such additional Indebtedness) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of execution the funding of such Incremental Term Facility in connection with the definitive agreement governing consummation of such Limited Condition Acquisition; , and (iib) for purposes of determining whether the conditions set forth in Section 2.16(l) or clause (f) in the definition of “Permitted Acquisition” have been satisfied in connection with such Limited Condition Acquisition, at the Company’s option (the Company’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such condition has been satisfied shall be deemed to be the date the applicable Limited Condition Acquisition Agreement is executed (the “LCA Test Date”), and if, for the Limited Condition Acquisition and the funding of such Incremental Term Facility in connection with the consummation of such Limited Condition Acquisition, the Loan Party or the applicable Subsidiary would have satisfied such condition on the relevant LCA Test Date, such condition shall be deemed to have been satisfied. If the Company has made a LCA Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test or basket availability with respect to any Specified Transaction (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition or such Indebtedness is consummated and the date that the representations and warranties in this applicable Limited Condition Acquisition Agreement and the other Loan Documents shall be true and correct at the time is terminated or expires without consummation of such Limited Condition Acquisition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or the incurrence of such Indebtedness basket shall be satisfied if calculated and tested both on (Ix) the representations and warranties in the Loan Documents are true and correct in all material respects at the time of the execution of the definitive agreement governing a Pro Forma Basis assuming such Limited Condition Acquisition (unless such representation relates to an earlier date, and the other transactions in which case it shall connection therewith have been true and correct in all material respects consummated until such time as the applicable Limited Condition Acquisition has actually closed or the applicable Limited Condition Acquisition Agreement has been terminated or expires without consummation of such earlier date) Limited Condition Acquisition, and (IIy) the Specified Representations shall be true and correct after a standalone basis without giving effect to such Limited Condition Acquisition and any Indebtedness incurred the other transactions in connection therewith; and (iii) . It is understood and agreed that this Section 1.10 shall not limit the conditions set forth in Section 4.02 or in the definition of “Permitted Acquisition” with respect to any condition to proposed Borrowing of Revolving Loans or Swing Line Loans or any issuance of Letters of Credit, in each case, in connection with such Limited Condition Acquisition or such Indebtedness relating to pro forma compliance with any financial covenants or incurrence ratio shall be determined solely as of the date that the definitive documentation relating to such Permitted Acquisition or other similar Investment is entered into by a Borrower or any Restricted Subsidiary and treating such Indebtedness as incurred for purposes of all calculations hereunder and thereafter; provided that the foregoing provisions shall apply with similar effect during the pendency of multiple Limited Condition Acquisitions such that each of the possible scenarios is separately testedotherwise.

Limited Condition Acquisition. Notwithstanding It is understood and agreed that, notwithstanding anything to the contrary in this Agreement, in connection with if the proceeds of any Permitted Acquisition or other similar Investment that is not conditioned on the availability of, or on obtaining, third-party financing (Incremental Term Facility are being used to finance a “Limited Condition Acquisition, and the Company has obtained commitments of Lenders to fund such Incremental Term Facility (“Incremental Financing Commitments”), for purposes of determining compliance with then (a) the conditions set forth in Section 2.16(b), clauses (i)(B)(1) and (i)(B)(2) of Section 2.16(f), Section 4.02(a), Section 4.02(b), and clause (a) in the definition of “Permitted Acquisition” shall be limited as follows, if and to the extent such Permitted Acquisition or other similar Investment Lenders so agree in their Incremental Financing Commitments: (i) the conditions set forth in Section 2.16(d) and Section 4.02(a) shall be limited such that the only representations and warranties the accuracy of which shall be a condition to the availability of Indebtedness such Incremental Term Facility shall be (other than in respect of any Revolving LoansA) that is to be used to finance the Specified Representations, and (B) such Permitted Acquisition or other similar Investment in accordance with this §6.18.7, then representations and warranties under the following provisions shall apply: (i) any condition to definitive agreement governing such Limited Condition Acquisition (the “Limited Condition Acquisition Agreement”) as entitle the applicable Loan Party (or the applicable Subsidiary) to terminate its obligations under such Indebtedness that requires that Limited Condition Acquisition Agreement or decline to consummate such Limited Condition Acquisition, in each case, without paying any penalty or compensation to the other party or incurring liability for breach if such representations and warranties fail to be true and correct, and (ii) the reference in Section 2.16(b), Section 4.02(b) and clause (a) in the definition of “Permitted Acquisition” to no Default or no Event of Default, as applicable, means (A) no Default or no Event of Default, as applicable, shall have occurred and be continuing at the time of such the execution of the Limited Condition Acquisition or the incurrence of such IndebtednessAgreement, shall be satisfied if and (iB) no Event of Default under any of §14.1(aSection 8.01(a), (b), (g8.01(f) and (hor 8.01(g) shall have occurred and be continuing both before and after giving effect to such Limited Condition Acquisition and any Indebtedness incurred in connection therewith (including such additional Indebtedness) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of execution the funding of such Incremental Term Facility in connection with the definitive agreement governing consummation of such Limited Condition Acquisition; , and (iib) any condition to for purposes of determining whether the conditions set forth in Section 2.16(l) or clause (f) in the definition of “Permitted Acquisition” have been satisfied in connection with such Limited Condition Acquisition or Acquisition, at the Company’s option (the Company’s election to exercise such Indebtedness that option in connection with any Limited Condition Acquisition, a “LCA Election”), the representations and warranties in this Agreement and the other Loan Documents date of determination of whether any such condition has been satisfied shall be true and correct at deemed to be the time of such Limited Condition Acquisition or the incurrence of such Indebtedness shall be satisfied if (I) the representations and warranties in the Loan Documents are true and correct in all material respects at the time of the execution of date the definitive agreement governing such Limited Condition Acquisition is executed (unless the “LCA Test Date”), and if, for the Limited Condition Acquisition and the funding of such representation relates Incremental Term Facility in connection with the consummation of such Limited Condition Acquisition, the Loan Party or the applicable Subsidiary would have satisfied such condition on the relevant LCA Test Date, such condition shall be deemed to an earlier date, in which case it shall have been true satisfied. If the Company has made a LCA Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test or basket availability with respect to any Specified Transaction (each, a “Subsequent Transaction”) following the relevant LCA Test Date and correct in all material respects as prior to the earlier of the date on which such Limited Condition Acquisition is consummated and the date that the definitive agreement governing such Limited Condition Acquisition is terminated or expires without consummation of such earlier dateLimited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be calculated and tested both on (x) a Pro Forma Basis assuming such Limited Condition Acquisition and the other transactions in connection therewith have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the applicable Limited Condition Acquisition Agreement has been terminated or expires without consummation of such Limited Condition Acquisition, and (IIy) the Specified Representations shall be true and correct after a standalone basis without giving effect to such Limited Condition Acquisition and any Indebtedness incurred the other transactions in connection therewith; and (iii) . It is understood and agreed that this Section 1.10 shall not limit the conditions set forth in Section 4.02 or in the definition of “Permitted Acquisition” with respect to any condition to proposed Borrowing of Revolving Loans or Swing Line Loans or any issuance of Letters of Credit, in each case, in connection with such Limited Condition Acquisition or such Indebtedness relating to pro forma compliance with any financial covenants or incurrence ratio shall be determined solely as of the date that the definitive documentation relating to such Permitted Acquisition or other similar Investment is entered into by a Borrower or any Restricted Subsidiary and treating such Indebtedness as incurred for purposes of all calculations hereunder and thereafter; provided that the foregoing provisions shall apply with similar effect during the pendency of multiple Limited Condition Acquisitions such that each of the possible scenarios is separately testedotherwise.

Limited Condition Acquisition. Notwithstanding It is understood and agreed that, notwithstanding anything to the contrary in this Agreement, in connection with if the proceeds of any Permitted Acquisition or other similar Investment that is not conditioned on the availability of, or on obtaining, third-party financing (Incremental Term Facility are being used to finance a “Limited Condition Acquisition, and the Company has obtained commitments of Lenders to fund such Incremental Term Facility (“Incremental Financing Commitments”), for purposes of determining compliance with then (a) the conditions set forth in Section 2.16(b), clauses (i)(B)(1) and (i)(B)(2) of Section 2.16(f), Section 4.02(a), Section 4.02(b), and clause (a) in the definition of “Permitted Acquisition” shall be limited as follows, if and to the extent such Permitted Acquisition or other similar Investment Lenders so agree in their Incremental Financing Commitments: (i) the conditions set forth in Section 2.16(d) and Section 4.02(a) shall be limited such that the only representations and warranties the accuracy of which shall be a condition to the availability of Indebtedness such Incremental Term Facility shall be (other than in respect of any Revolving LoansA) that is to be used to finance the Specified Representations, and (B) such Permitted Acquisition or other similar Investment in accordance with this §6.18.7, then representations and warranties under the following provisions shall apply: (i) any condition to definitive agreement governing such Limited Condition Acquisition (the “Limited Condition Acquisition Agreement”) as entitle the applicable Loan Party (or the applicable Subsidiary) to terminate its obligations under such Indebtedness that requires that Limited Condition Acquisition Agreement or decline to consummate such Limited Condition Acquisition, in each case, without paying any penalty or compensation to the other party or incurring liability for breach if such representations and warranties fail to be true and correct, and (ii) the reference in Section 2.16(b), Section 4.02(b) and clause (a) in the definition of “Permitted Acquisition” to no Default or no Event of Default, as applicable, means (A) no Default or no Event of Default, as applicable, shall have occurred and be continuing at the time of such the execution of the Limited Condition CHAR1\1847295v5 Acquisition or the incurrence of such IndebtednessAgreement, shall be satisfied if and (iB) no Event of Default under any of §14.1(aSection 8.01(a), (b), (g8.01(f) and (hor 8.01(g) shall have occurred and be continuing both before and after giving effect to such Limited Condition Acquisition and any Indebtedness incurred in connection therewith (including such additional Indebtedness) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of execution the funding of such Incremental Term Facility in connection with the definitive agreement governing consummation of such Limited Condition Acquisition; , and (iib) any condition to for purposes of determining whether the conditions set forth in Section 2.16(l) or clause (f) in the definition of “Permitted Acquisition” have been satisfied in connection with such Limited Condition Acquisition or Acquisition, at the Company’s option (the Company’s election to exercise such Indebtedness that option in connection with any Limited Condition Acquisition, a “LCA Election”), the representations and warranties in this Agreement and the other Loan Documents date of determination of whether any such condition has been satisfied shall be true and correct at deemed to be the time of such Limited Condition Acquisition or the incurrence of such Indebtedness shall be satisfied if (I) the representations and warranties in the Loan Documents are true and correct in all material respects at the time of the execution of date the definitive agreement governing such Limited Condition Acquisition is executed (unless the “LCA Test Date”), and if, for the Limited Condition Acquisition and the funding of such representation relates Incremental Term Facility in connection with the consummation of such Limited Condition Acquisition, the Loan Party or the applicable Subsidiary would have satisfied such condition on the relevant LCA Test Date, such condition shall be deemed to an earlier date, in which case it shall have been true satisfied. If the Company has made a LCA Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test or basket availability with respect to any Specified Transaction (each, a “Subsequent Transaction”) following the relevant LCA Test Date and correct in all material respects as prior to the earlier of the date on which such Limited Condition Acquisition is consummated and the date that the definitive agreement governing such Limited Condition Acquisition is terminated or expires without consummation of such earlier dateLimited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be calculated and tested both on (x) a Pro Forma Basis assuming such Limited Condition Acquisition and the other transactions in connection therewith have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the applicable Limited Condition Acquisition Agreement has been terminated or expires without consummation of such Limited Condition Acquisition, and (IIy) the Specified Representations shall be true and correct after a standalone basis without giving effect to such Limited Condition Acquisition and any Indebtedness incurred the other transactions in connection therewith; and (iii) . It is understood and agreed that this Section 1.10 shall not limit the conditions set forth in Section 4.02 or in the definition of “Permitted Acquisition” with respect to any condition to proposed Borrowing of Revolving Loans or Swing Line Loans or any issuance of Letters of Credit, in each case, in connection with such Limited Condition Acquisition or such Indebtedness relating to pro forma compliance with any financial covenants or incurrence ratio shall be determined solely as of the date that the definitive documentation relating to such Permitted Acquisition or other similar Investment is entered into by a Borrower or any Restricted Subsidiary and treating such Indebtedness as incurred for purposes of all calculations hereunder and thereafter; provided that the foregoing provisions shall apply with similar effect during the pendency of multiple Limited Condition Acquisitions such that each of the possible scenarios is separately testedotherwise.

Limited Condition Acquisition. Notwithstanding It is understood and agreed that, notwithstanding anything to the contrary in this Agreement, in connection with if the proceeds of any Permitted Acquisition or other similar Investment that is not conditioned on the availability of, or on obtaining, third-party financing (Incremental Term Facility are being used to finance a “Limited Condition Acquisition, and the Company has obtained commitments of Lenders to fund such Incremental Term Facility (“Incremental Financing Commitments”), for purposes of determining compliance with then (a) the conditions set forth in Section 2.16(b), clauses (i)(B)(1) and (i)(B)(2) of Section 2.16(f), Section 4.02(a), Section 4.02(b), and clause (a) in the definition of “Permitted Acquisition” shall be limited as follows, if and to the extent such Permitted Acquisition or other similar Investment Lenders so agree in their Incremental Financing Commitments: (i) the conditions set forth in Section 2.16(d) and Section 4.02(a) shall be limited such that the only representations and warranties the accuracy of which shall be a condition to the availability of Indebtedness such Incremental Term Facility shall be (other than in respect of any Revolving LoansA) that is to be used to finance the Specified Representations, and (B) such Permitted Acquisition or other similar Investment in accordance with this §6.18.7, then representations and warranties under the following provisions shall apply: (i) any condition to definitive agreement governing such Limited Condition Acquisition (the “Limited Condition Acquisition Agreement”) as entitle the applicable Loan Party (or the applicable Subsidiary) to terminate its obligations under such Indebtedness that requires that Limited Condition Acquisition Agreement or decline to consummate such Limited Condition Acquisition, in each case, without paying any penalty or compensation to the other party or incurring liability for breach if such representations and warranties fail to be true and correct, and (ii) the reference in Section 2.16(b), Section 4.02(b) and clause (a) in the definition of “Permitted Acquisition” to no Default or no Event of Default, as applicable, means (A) no Default or no Event of Default, as applicable, shall have occurred and be continuing at the time of such the execution of the Limited Condition Acquisition or the incurrence of such IndebtednessAgreement, shall be satisfied if and (iB) no Event of Default under any of §14.1(aSection 8.01(a), (b), (g8.01(f) and (hor 8.01(g) shall have occurred and be continuing both before and after giving effect to such Limited Condition Acquisition and any Indebtedness incurred in connection therewith (including such additional Indebtedness) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of execution the funding of such Incremental Term Facility in connection with the definitive agreement governing consummation of such Limited Condition Acquisition; , and (iib) any condition to for purposes of determining CHAR1\1982698v3 whether the conditions set forth in Section 2.16(l) or clause (f) in the definition of “Permitted Acquisition” have been satisfied in connection with such Limited Condition Acquisition or Acquisition, at the Company’s option (the Company’s election to exercise such Indebtedness that option in connection with any Limited Condition Acquisition, a “LCA Election”), the representations and warranties in this Agreement and the other Loan Documents date of determination of whether any such condition has been satisfied shall be true and correct at deemed to be the time of such Limited Condition Acquisition or the incurrence of such Indebtedness shall be satisfied if (I) the representations and warranties in the Loan Documents are true and correct in all material respects at the time of the execution of date the definitive agreement governing such Limited Condition Acquisition is executed (unless the “LCA Test Date”), and if, for the Limited Condition Acquisition and the funding of such representation relates Incremental Term Facility in connection with the consummation of such Limited Condition Acquisition, the Loan Party or the applicable Subsidiary would have satisfied such condition on the relevant LCA Test Date, such condition shall be deemed to an earlier date, in which case it shall have been true satisfied. If the Company has made a LCA Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test or basket availability with respect to any Specified Transaction (each, a “Subsequent Transaction”) following the relevant LCA Test Date and correct in all material respects as prior to the earlier of the date on which such Limited Condition Acquisition is consummated and the date that the definitive agreement governing such Limited Condition Acquisition is terminated or expires without consummation of such earlier dateLimited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be calculated and tested both on (x) a Pro Forma Basis assuming such Limited Condition Acquisition and the other transactions in connection therewith have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the applicable Limited Condition Acquisition Agreement has been terminated or expires without consummation of such Limited Condition Acquisition, and (IIy) the Specified Representations shall be true and correct after a standalone basis without giving effect to such Limited Condition Acquisition and any Indebtedness incurred the other transactions in connection therewith; and (iii) . It is understood and agreed that this Section 1.10 shall not limit the conditions set forth in Section 4.02 or in the definition of “Permitted Acquisition” with respect to any condition to proposed Borrowing of Revolving Loans or Swing Line Loans or any issuance of Letters of Credit, in each case, in connection with such Limited Condition Acquisition or such Indebtedness relating to pro forma compliance with any financial covenants or incurrence ratio shall be determined solely as of the date that the definitive documentation relating to such Permitted Acquisition or other similar Investment is entered into by a Borrower or any Restricted Subsidiary and treating such Indebtedness as incurred for purposes of all calculations hereunder and thereafter; provided that the foregoing provisions shall apply with similar effect during the pendency of multiple Limited Condition Acquisitions such that each of the possible scenarios is separately testedotherwise.

Limited Condition Acquisition. Notwithstanding It is understood and agreed that, notwithstanding anything to the contrary in this Agreement, in connection with if the proceeds of any Permitted Acquisition or other similar Investment that is not conditioned on the availability of, or on obtaining, third-party financing (Incremental Term Facility are being used to finance a “Limited Condition Acquisition, and Adtalem has obtained commitments of Lenders to fund such Incremental Term Facility (“Incremental Financing Commitments”), for purposes of determining compliance with then (i) the conditions set forth in Section 2.14(b), Section 2.14(d), Section 4.2(a), Section 4.2(b), and clause (iv)(a) in the definition of “Permitted Acquisition” shall be limited as follows, if and to the extent such Permitted Acquisition or other similar Investment Lenders so agree in their Incremental Financing Commitments: (A) the conditions set forth in Section 2.14(d) and Section 4.2(a) shall be limited such that the only representations and warranties the accuracy of which shall be a condition to the availability of Indebtedness such Incremental Facility shall be (other than in respect of any Revolving Loans1) that is to be used to finance customary “specified representations”, and (2) such Permitted Acquisition or other similar Investment in accordance with this §6.18.7, then representations and warranties under the following provisions shall apply: (i) any condition to definitive agreement governing such Limited Condition Acquisition (the “Limited Condition Acquisition Agreement”) as entitle the applicable Loan Party (or the applicable Subsidiary) to terminate its obligations under such Indebtedness that requires that Limited Condition Acquisition Agreement or decline to consummate such Limited Condition Acquisition, in each case, without paying any penalty or compensation to the other party or incurring liability for breach if such representations and warranties fail to be true and correct, and (B) the reference in Section 2.14(b), Section 4.2(b) and clause (iv)(a) in the definition of “Permitted Acquisition” to no Default or no Event of Default, as applicable, means (1) no Default or no Event of Default, as applicable, shall have occurred and be continuing at the time of such the execution of the Limited Condition Acquisition or the incurrence of such IndebtednessAgreement, shall be satisfied if and (i2) no Event of Default under any of §14.1(aSection 8.1(a), (b), (g8.1(f) and (hor 8.1(g) shall have occurred and be continuing both before and after giving effect to such Limited Condition Acquisition and any Indebtedness incurred in connection therewith (including such additional Indebtedness) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of execution the funding of such Incremental Term Facility in connection with the definitive agreement governing consummation of such Limited Condition Acquisition; , and (ii) any condition to for purposes of determining whether the conditions set forth in Section 2.14(c) or clause (iv)(b) in the definition of “Permitted Acquisition” have been satisfied in connection with such Limited Condition Acquisition or Acquisition, at the option of Adtalem (Adtalem’s election to exercise such Indebtedness that option in connection with any Limited Condition Acquisition, a “ LCA Election”), the representations and warranties in this Agreement and the other Loan Documents date of determination of whether any such condition has been satisfied shall be true and correct at deemed to be the time of such Limited Condition Acquisition or the incurrence of such Indebtedness shall be satisfied if (I) the representations and warranties in the Loan Documents are true and correct in all material respects at the time of the execution of date the definitive agreement governing such Limited Condition Acquisition is executed (unless the “LCA Test Date”), and if, for the Limited Condition Acquisition and the funding of such representation relates Incremental Term Facility in connection with the consummation of such Limited Condition Acquisition, the Loan Party or the applicable Subsidiary would have satisfied such condition on the relevant LCA Test Date, such condition shall be deemed to an earlier date, in which case it shall have been true satisfied. If Adtalem has made a LCA Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test or basket availability with respect to any Specified Transaction (each, a “Subsequent Transaction”) following the relevant LCA Test Date and correct in all material respects as prior to the earlier of the date on which such Limited Condition Acquisition is consummated and the date that the definitive agreement governing such Limited Condition Acquisition is terminated or expires without consummation of such earlier dateLimited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be calculated and tested both on (x) a Pro Forma Basis assuming such Limited Condition Acquisition and the other transactions in connection therewith have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the applicable Limited Condition Acquisition Agreement has been terminated or expires without consummation of such Limited Condition Acquisition, and (IIy) the Specified Representations shall be true and correct after a standalone basis without giving effect to such Limited Condition Acquisition and any Indebtedness incurred the other transactions in connection therewith; and (iii) . It is understood and agreed that this Section 1.11 shall not limit the conditions set forth in Section 4.2 or in the definition of “Permitted Acquisition” with respect to any condition to proposed Borrowing of Revolving Loans or Swingline Loans or any issuance of Letters of Credit, in each case, in connection with such Limited Condition Acquisition or such Indebtedness relating to pro forma compliance with any financial covenants or incurrence ratio shall be determined solely as of the date that the definitive documentation relating to such Permitted Acquisition or other similar Investment is entered into by a Borrower or any Restricted Subsidiary and treating such Indebtedness as incurred for purposes of all calculations hereunder and thereafter; provided that the foregoing provisions shall apply with similar effect during the pendency of multiple Limited Condition Acquisitions such that each of the possible scenarios is separately testedotherwise.

Limited Condition Acquisition. Notwithstanding It is understood and agreed that, notwithstanding anything to the contrary in this Agreement, in connection with if the proceeds of any Permitted Acquisition or other similar Investment that is not conditioned on the availability of, or on obtaining, third-party financing (Incremental Term Facility are being used to finance a “Limited Condition Acquisition, and the Company has obtained commitments of Lenders to fund such Incremental Term Facility (“Incremental Financing Commitments”), for purposes of determining compliance with then (a) the conditions set forth in Section 2.16(b), clauses (i)(B)(1) and (i)(B)(2) of Section 2.16(f), Section 4.02(a), Section 4.02(b), and clause (a) in the definition of “Permitted Acquisition” shall be limited as follows, if and to the extent such Permitted Acquisition or other similar Investment Lenders so agree in their Incremental Financing Commitments: (i) the conditions set forth in Section 2.16(d) and Section 4.02(a) shall be limited such that the only representations and warranties the accuracy of which shall be a condition to the availability of Indebtedness such Incremental Term Facility shall be (other than in respect of any Revolving LoansA) that is to be used to finance the Specified Representations, and (B) such Permitted Acquisition or other similar Investment in accordance with this §6.18.7, then representations and warranties under the following provisions shall apply: (i) any condition to definitive agreement governing such Limited Condition Acquisition (the “Limited Condition Acquisition Agreement”) as entitle the applicable Loan Party (or the applicable Subsidiary) to terminate its obligations under such Indebtedness that requires that Limited Condition Acquisition Agreement or decline to consummate such Limited Condition Acquisition, in each case, without paying any penalty or compensation to the other party or incurring liability for breach if such representations and warranties fail to be true and correct, and (ii) the reference in Section 2.16(b), Section 4.02(b) and clause (a) in the definition of “Permitted Acquisition” to no Default or no Event of Default, as applicable, means (A) no Default or no Event of Default, as applicable, shall have occurred and be continuing at the time of such the execution of the Limited Condition Acquisition or the incurrence of such IndebtednessAgreement, shall be satisfied if and (iB) no Event of Default under any of §14.1(aSection 8.01(a), (b), (g8.01(f) and (hor 8.01(g) shall have occurred and be continuing both before and after giving effect to such Limited Condition Acquisition and any Indebtedness incurred in connection therewith (including such additional Indebtedness) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of execution the funding of such Incremental Term Facility in connection with the definitive agreement governing consummation of such Limited Condition Acquisition; , and (iib) any condition to for purposes of determining whether the conditions set forth in Section 2.16(l) or clause (f) in the definition of “Permitted Acquisition” have been satisfied in connection with such Limited Condition Acquisition or Acquisition, at the Company’s option (the Company’s election to exercise such Indebtedness that option in connection with any Limited Condition Acquisition, a “LCA Election”), the representations and warranties in this Agreement and the other Loan Documents date of determination of whether any such condition has been satisfied shall be true and correct at deemed to be the time of such Limited Condition Acquisition or the incurrence of such Indebtedness shall be satisfied if (I) the representations and warranties in the Loan Documents are true and correct in all material respects at the time of the execution of date the definitive agreement governing such Limited Condition Acquisition is executed (unless the “LCA Test Date”), and if, for the Limited Condition Acquisition and the funding of such representation relates Incremental Term Facility in connection with the consummation of such Limited Condition Acquisition, the Loan Party or the applicable Subsidiary would have satisfied such condition on the relevant LCA Test Date, such condition shall be deemed to an earlier date, in which case it shall have been true satisfied. If the Company has made a LCA Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test or basket availability with respect to any Specified Transaction (each, a “Subsequent Transaction”) following the relevant LCA Test Date and correct in all material respects as prior to the earlier of the date on which such Limited Condition Acquisition is consummated and the date that the definitive agreement governing such Limited Condition Acquisition is terminated or expires without consummation of such earlier dateLimited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be calculated and tested both on (x) a Pro Forma Basis assuming such Limited Condition Acquisition and the other transactions in connection therewith have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the applicable Limited Condition Acquisition Agreement has been terminated or expires without consummation of such Limited Condition Acquisition, and (IIy) the Specified Representations shall be true and correct after a standalone basis without giving effect to such Limited Condition Acquisition and any Indebtedness incurred the other transactions in connection therewith; and (iii) . It is understood and agreed that this Section 1.10 shall not limit the conditions set forth in Section 4.02 or in the definition of “Permitted Acquisition” with respect to any condition to proposed Borrowing of Revolving Loans or Swing Line Loans or any issuance of Letters of Credit, in each case, in connection with such Limited Condition Acquisition or such Indebtedness relating to pro forma compliance with any financial covenants or incurrence ratio shall be determined solely as of the date that the definitive documentation relating to such Permitted Acquisition or other similar Investment is entered into by a Borrower or any Restricted Subsidiary and treating such Indebtedness as incurred for purposes of all calculations hereunder and thereafter; provided that the foregoing provisions shall apply with similar effect during the pendency of multiple Limited Condition Acquisitions such that each of the possible scenarios is separately tested.otherwise. CHAR1\1976173v4