Common use of Limited Condition Transaction Clause in Contracts

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this Agreement with respect to any period during which any Limited Condition Transaction is consummated, the Fixed Charge Coverage Ratio shall be calculated with respect to such period and such Limited Condition Transaction on a pro forma basis; provided that, for purposes of determining the permissibility of any Limited Condition Transaction under this Agreement, at the option of Parent (Parent’s election to exercise such option in connection with any action being taken Limited Condition Transaction, an “LCA Election”) the date of determination for calculation of any such ratios shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCA Test Date”) and if, after giving pro forma effect to the Limited Condition Transaction and all related transactions (including incurrences or prepayments of Indebtedness and Liens, dispositions and Restricted Payments) to be entered into in connection therewith as if they had occurred at the beginning of the most recent date of determination ending prior to the LCA Test Date, Parent could have entered into such Limited Condition Transaction on the relevant LCA Test Date in compliance with such ratio, such ratio shall be deemed to have been complied with. For the avoidance of doubt, if the Parent has made an LCA Election and any of the ratios for which compliance was determined or tested as of the LCA Test Date is not met as a result of fluctuations in any such ratio, including due to fluctuations in EBITDA of the Parent and its Subsidiaries, at or prior to the consummation of the relevant Limited Condition Transaction, such ratio will be deemed to have been met notwithstanding such fluctuations solely for purposes of determining whether the relevant Limited Condition Transaction is permitted to be consummated. If the Parent has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio availability with respect to any other transaction (including any incurrence or prepayment of Indebtedness or Liens, dispositions or Restricted Payments) on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated, such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated. For determining permissibility of a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any the consummation of such actionLimited Condition Transaction, as applicable, such condition shall, at the option of the IssuerParent, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into and no Event of Default under Section 8.1, 8.4 or has been delivered, as applicable8.5 exists on the date of consummation of the Limited Condition Transaction or would result therefrom. For the avoidance of doubt, if the Issuer Parent has exercised its option under the first sentence of this Section 4.271.3, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default (other than an Event of Default under Section 8.1, 8.4 or 8.5) shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerBorrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer Borrower has exercised its option under the first sentence of this Section 4.27clause (a), and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or Specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. . (b) In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: of (1x) determining compliance with any provision of this Indenture Agreement which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Ratio or Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or or (2y) testing baskets set forth in this Indenture Agreement (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two four consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer Borrower are available, the Issuer Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If For the Issuer avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, Liens or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer Borrower or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection with amend: (a) clause 4.2 of the Credit Agreement (in addition to the amendment requested in respect of the Certain Funds Acquisition concept referred to at paragraph 22 of Schedule 5 of this Agreement) to (i) also provide that the relevant Additional Facility Lenders may amend or waive any action being taken of the conditions at paragraphs (a) and (b) of clause 4.2 in connection with relation to any Loan under a relevant Additional Facility requested in relation to any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Financial Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment and (ii) provide that the drawstop if Events of Default under Clause 22.2 (Nonpayment) or Clauses 22.6 (Insolvency) to 22.9 (Similar proceedings) are continuing can also be amended or waived by the relevant Additional Facility Lenders under that Additional Facility; and (b) the Credit Agreement to provide for a ‘Limited Condition Transaction’ concept in accordance with recent Liberty precedent, including such that (i) for purposes of determining compliance with any provision of this Indenture the Credit Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing occurred or would result from any such action, as applicable, action in relation to a Limited Condition Transaction such condition shall, at the option of the IssuerCompany, be deemed satisfied, so long as no Default or Event of Default, as applicable, Default exists on the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicable. For (for the avoidance of doubt, if the Issuer Company has exercised its option under the first sentence of this Section 4.27, (i) and any Default or Event of Default occurs following the date the such definitive agreements or irrevocable notice, as applicable, agreement for the applicable a Limited Condition Transaction were is entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: ) and (1ii) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action Limited Condition Transaction is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable agreement (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, documentation) for such Limited Condition Transaction is terminated or expires without entered into (or, at the election of the Company, the date of consummation of such the Limited Condition Transaction, Transaction provided that any such ratio or basket test shall be calculated assessed on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummatedbasis).

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Priority Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection with Notwithstanding anything in this Agreement or any action being taken Loan Document to the contrary when (i) calculating any applicable ratio or financial test or basket or exception in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Disposition, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as restricted or unrestricted or the repayment of Indebtedness (each, a “Specified Transaction”), (ii) determining the accuracy of any representation or warranty (other than in connection with an Incremental Limited Condition Transaction, for purposes of Term Facility) or (iii) determining compliance with whether any provision of this Indenture which requires that no Default or Event of Default, as applicable, Default has occurred, is continuing or would result from any action (other than in connection with an Incremental Limited Condition Term Facility), in each case of clauses (i) through (iii) in connection with a Limited Condition Transaction, the date of determination of such actionratio or financial test or basket or exception, as applicablethe accuracy of such representation or warranty (but taking into account any earlier date specified therein) or whether any Default or Event of Default has occurred, such condition is continuing or would result therefrom shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition TransactionAcquisition, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, If on a Pro Forma Basis after giving pro forma effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Indebtedness Indebtedness, Liens, Restricted Payments or other transactions and the use of proceeds thereof) such ratios, financial tests, baskets, exceptions, representations and warranties and absence of defaults are calculated as if they such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent two consecutive fiscal quarters Reference Period ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio the applicable ratios or basketother provisions, such ratio or basket provisions shall be deemed to have been complied with. If For the Issuer has made an LCT Election and avoidance of doubt, (i) if any of the ratios such ratios, financial tests, baskets, exceptions, representations and warranties or baskets for which compliance was determined or tested as absence of the LCT Test Date defaults are exceeded or breached as a result of fluctuations in any such ratio or basket, financial test (including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer Consolidated EBITDA), a change in facts or the Person subject to such Limited Condition Transaction, circumstances or other provisions at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets or ratios ratios, financial tests, baskets, exceptions, representations and warranties and absence of defaults will not be deemed to have been exceeded exceeded, breached, or otherwise failed as a result of such fluctuationsfluctuations or changed circumstances solely for purposes of determining whether the Limited Condition Transaction and any related transactions is permitted hereunder and (ii) such ratios, financial tests, baskets, exceptions and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions. If the Issuer Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or financial test or basket availability or exception with respect to any subsequent acquisition or Investment that the Incurrence of Indebtedness Borrower or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted a Restricted Subsidiary or the making of Investments or Restricted Payments is contractually committed to consummate 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 date that the definitive agreement or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or financial test or basket or exception shall be calculated on a pro forma basis Pro Forma Basis both (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Indebtedness Indebtedness, Liens, Restricted Payments or other transactions and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness, Liens, Restricted Payments or other transactions and the use of proceeds thereof) have not been consummated.

Limited Condition Transaction. In connection Notwithstanding anything to the contrary herein, for purposes of (i) measuring the relevant ratios (including Consolidated EBITDA, the Total Leverage Ratio, the LQA Recurring Revenue Leverage Ratio, cash or Cash Equivalents (for the purpose of any “netting” calculation on any LCT Test Date) or Consolidated Interest Expense (in each case)) and baskets (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets) with respect to the incurrence of any action being taken Indebtedness (including any Incremental Facilities) or Liens or the making of any Permitted Acquisitions or other Investments, Dividends, Restricted Debt Payments, Asset Sales or other sales or dispositions of assets or fundamental changes or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries, (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default or (iii) determining compliance with the Financial Covenants, in the case of clauses (i), (ii) and (iii), in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer Borrower has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior made an LCT Election with respect to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunderhereunder (including, in the case of calculating Consolidated EBITDA, the reference date for determining which Test Period shall be the most recently ended Test Period for purposes of making such calculation) shall be deemed to be the date the definitive agreements (or irrevocable noticein the case of an LCT Transaction that involves some other manner of establishing a binding obligation under local law, as applicable, such other binding obligation to consummate such transaction) for such Limited Condition Transaction are entered into or has been delivered(and not, as applicable for the avoidance of doubt, the date of consummation of any Limited Condition Transaction) (the “LCT Test Date”). If, and if, after giving pro forma effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred (with respect to income statement items) at the beginning of of, or (with respect to balance sheet items) on the last day of, the most recent two consecutive fiscal quarters Test Period ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are availableDate, the Issuer Group Members could have taken such action on the relevant LCT Test Date in compliance with such ratio or ratio, basket, representation and warranty or “Default” or “Event of Default” blocker, such ratio ratio, basket, covenant, representation and warranty or basket “Default” or “Event of Default” blocker shall be deemed to have been complied withwith (and no Default or Event of Default shall be deemed to have arisen thereafter with respect to such Limited Condition Transaction from any such failure to comply with such ratio, basket or representation and warranty). If For the Issuer avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios ratios, baskets, representations and warranties or baskets “Default” or “Event of Default” blocker for which compliance was determined or tested as of the LCT Test Date are exceeded would thereafter have failed to have been satisfied as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer Consolidated EBITDA, Unrestricted Cash, Consolidated Total Funded Indebtedness or the Person subject to such Limited Condition TransactionConsolidated Total Assets or otherwise, at or prior to the consummation of the relevant transaction or action, such baskets baskets, ratios, representations and warranties or ratios “Default” or “Event of Default” blocker will not be deemed to have failed to have been exceeded satisfied as a result of such fluctuations. If the Issuer Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments 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 (or irrevocable noticein the case of an LCT Transaction that involves some other manner of establishing a binding obligation under local law, as applicable, such other binding obligation to consummate such transaction) for such Limited Condition Transaction is terminated or expires, or the date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction expires or passes, in each case without consummation of such Limited Condition Transaction, any such ratio (other than any Financial Covenant under Section 6.08 (other than pro forma compliance with any Financial Covenant as a condition to effecting any transaction)) or basket (x) shall be calculated on a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated and (y) with respect to any Restricted Debt Payments or Dividends only (and only until such time as the applicable Limited Condition Transaction has been consummated or the definitive documentation for such Limited Condition Transaction is terminated), also on a standalone basis without giving effect to such Limited Condition Transaction and the other transactions in connection therewith. Notwithstanding the foregoing provisions of this paragraph or any other provision of this Agreement, any unfunded Commitments outstanding at any time in respect of any individual Incremental Facility pursuant to Section 2.20 established to finance an LCT Transaction may be terminated only by the lenders holding more than 50% of the aggregate amount of the Commitments in respect of such Incremental Facility (or by the Administrative Agent acting at the request of such Lenders), and not, for the avoidance of doubt, automatically or by the Required Lenders or any other Lenders (or by the Administrative Agent acting at the request of the Required Lenders or any other Lenders).

Limited Condition Transaction. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerBorrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer Borrower has exercised its option under the first sentence of this Section 4.27clause (a), and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or Specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. . (b) In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: of (1x) determining compliance with any provision of this Indenture Agreement which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or or (2y) testing baskets set forth in this Indenture Agreement (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two four consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer Borrower are available, the Issuer Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If For the Issuer avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, Liens or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer Borrower or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection Notwithstanding anything to the contrary herein, for purposes of (i) measuring the relevant ratios (including the First Lien Leverage Ratio (including, without limitation, for purposes of determining pro forma compliance with the Financial Covenant as a condition to effecting any action being taken such transaction), the Senior Secured Leverage Ratio, the Total Net Leverage Ratio and the Interest Coverage Ratio) and baskets (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets) with respect to the incurrence of any Indebtedness (including any Incremental Facilities and Permitted Incremental Equivalent Debt but excluding Revolving Loans (provided that, for the avoidance of doubt, the term “Revolving Loans” shall not, for purposes of this sentence, include loans made pursuant to any Additional Revolving Commitment) or Liens or the making of any Permitted Acquisitions or other similar Investments, Dividends, Restricted Debt Payments, Asset Sales or other sales or dispositions of assets or fundamental changes or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries, or (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default, in the case of clauses (i) and (ii), in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer Borrower has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior made an LCT Election with respect to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunderhereunder (including, in the case of calculating Consolidated EBITDA, the reference date for determining which Test Period shall be the most recently ended Test Period for purposes of making such calculation) shall be deemed to be the date the definitive agreements for (or irrevocable noticein the case of an LCT Transaction that involves some other manner of establishing a binding obligation under local law, as applicable, for such other binding obligations to consummate) such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, and if, after giving pro forma effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred (with respect to income statement items) at the beginning of of, or (with respect to balance sheet items) on the last day of, the most recent two consecutive fiscal quarters Test Period ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are availableDate, the Issuer Group Members could have taken such action on the relevant LCT Test Date in compliance with such ratio or ratio, basket, representation and warranty, or Event of Default “blocker” such ratio ratio, basket, or basket representation and warranty or Event of Default “blocker” shall be deemed to have been complied withwith (and no Default or Event of Default shall be deemed to have arisen thereafter with respect to such Limited Condition Transaction from any such failure to comply with such ratio, basket, or representation and warranty). If For the Issuer avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios ratios, baskets, Default or baskets Event of Default “blockers” or representations and warranties for which compliance was determined or tested as of the LCT Test Date are exceeded would thereafter have failed to have been satisfied as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer Consolidated EBITDA, Unrestricted Cash, Consolidated Total Funded Indebtedness or the Person subject to such Limited Condition TransactionConsolidated Total Assets or otherwise, at or prior to the consummation of the relevant transaction or action, such baskets baskets, ratios or ratios representations and warranties will not be deemed to have failed to have been exceeded satisfied as a result of such fluctuationsfluctuations or otherwise. If the Issuer Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments 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 (or irrevocable noticein the case of an LCT Transaction that involves some other manner of establishing a binding obligation under local law, as applicable, for such other binding obligations to consummate) such Limited Condition Transaction is terminated or expires, or the date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction expires or passes, in each case without consummation of such Limited Condition Transaction, any such ratio (other than the Financial Covenant under Section 6.08) or basket shall be calculated on a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) have been consummated. Notwithstanding the foregoing provisions of this paragraph or any other provision of this Agreement, any unfunded Commitments outstanding at any time in respect of any individual Incremental Facility pursuant to Section 2.20 established to finance an LCT Transaction may be terminated only by the lenders holding more than 50% of the aggregate amount of the Commitments in respect of such Incremental Facility (or by the Administrative Agent acting at the request of such Lenders), and not, for the avoidance of doubt, automatically or by the Required Lenders or any other Lenders (or by the Administrative Agent acting at the request of the Required Lenders or any other Lenders).

Limited Condition Transaction. (a) In connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1i) determining compliance with any provision of this Indenture Agreement which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Borrower Leverage Ratio or Guarantor Indebtedness the Borrower Interest Coverage Ratio; or , (2ii) determining the accuracy of representations and warranties in the Loan Documents or whether a Default or Event of Default shall have occurred and be continuing under Section 8.01 (including in connection with the incurrence of Incremental Equivalent Debt to finance an Investment permitted hereunder) or (iii) testing availability under baskets set forth in this Indenture Agreement (including baskets measured as a percentage of L2QA Pro Forma EBITDATotal Assets or Unencumbered Total Assets); , in each case, at the option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, not prohibited hereunder shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been deliveredthe date of delivery of any relevant notices of prepayment or redemption, as applicable (the “LCT Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereofthereof not prohibited hereunder) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters recently completed Measurement Period ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are availableDate, the Issuer Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied withwith (provided that, if the Borrower has made an LCT Election, such ratio or basket may be recalculated, at the Borrower’s option, at the time of consummation of the relevant transaction or action). If For the Issuer avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, basket at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken. (b) If the Issuer Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence incurrence of Indebtedness or Liens, or the making of Asset DispositionsRestricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer Borrower or any of its Company Group Parties, the designation prepayment, redemption, purchase, defeasance or other satisfaction of an Unrestricted Subsidiary or the making of Investments or Restricted Payments Indebtedness 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition TransactionNotwithstanding anything to the contrary contained herein, for purposes of (i) measuring any applicable ratio (including any applicable First Lien Net Leverage Ratio, Senior Secured Net Leverage Ratio or Total Net Leverage Ratio), test, exception or basket in connection with the incurrence of any Indebtedness (including any Incremental Facilities) or Liens or the making of any acquisitions or other Investments, Restricted Payments, Junior Debt Payments, asset sales, mergers, liquidations or fundamental changes, (ii) determining compliance with any provision of this Indenture which Agreement or any other Loan Document that requires (A) that the representations and warranties of the Borrower or any other Loan Party set forth herein or in any other Loan Document be true and correct as of a specified date or (B) that no Default or Event of Default, as applicable, Default has occurred, is continuing or would result from a specified action or (iii) determining satisfaction of any condition precedent to such actionaction set forth herein or in any other Loan Document, as applicablein each case, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall at the Borrower’s option (the Borrower’s election to exercise such option, an “LCT Election”) be deemed to be be, in the case of any Junior Debt Payment requiring delivery of notice in advance thereof or any Restricted Payment declared in advance thereof, the date of delivery of such notice, declaration or similar event and, in the case of any other Limited Condition Transaction, the date the definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into or has been delivered(in each case, as applicable (such date, the “LCT Test Date”). If, and if, on a Pro Forma Basis after giving pro forma effect Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending Measurement Period ended prior to the LCT Test Date for which consolidated financial statements of the Issuer Financial Statements are availablerequired to be delivered, the Issuer Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, test or basket, such ratio provision or basket condition precedent, the Borrower shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which be in compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any with such ratio ratio, test or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer provision or the Person subject condition precedent for all purposes relating to such Limited Condition Transaction; provided that in connection with any Borrowing, no Specified Event of Default shall have occurred or be continuing at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result time of such fluctuationsBorrowing. If the Issuer Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (other than for purposes of determining actual compliance with the financial covenant under Section 7.10 (as opposed to compliance on a Pro Forma Basis for purposes of another provision)), test or basket availability in connection with respect to the Incurrence incurrence of any Indebtedness (including any Incremental Facilities) or Liens, Liens or the making of Asset Dispositionsany acquisitions or other Investments, Restricted Payments, Junior Debt Payment, asset sales, mergers, the conveyance, lease liquidations or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments fundamental changes occurring 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 or irrevocable notice, as applicable, for such Limited Condition Transaction or notice or declaration is terminated terminated, revoked or expires without consummation of such Limited Condition Transaction, any such ratio ratio, test or basket shall be calculated (A) on a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (B) with respect to any Restricted Payments, assuming such Limited Condition Transaction and the other transactions to be consummated in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated. For the avoidance of doubt, (i) if the Borrower has made an LCT Election and any of the ratios, tests or baskets, provisions or conditions precedent for which compliance was determined or tested as of the LCT Test Date would have failed to have been satisfied as a result of fluctuations in any ratio, test or basket, including due to fluctuations in Consolidated Adjusted EBITDA of Holdings and its Restricted Subsidiaries or the Person subject to such Limited Condition Transaction, occurring on or prior to consummation of the applicable Limited Condition Transaction, the Borrower shall be deemed to be in compliance with such ratio, test or basket, provision or condition precedent notwithstanding such fluctuations, and (ii) any applicable ratios, tests or baskets, provisions or conditions precedents shall only be tested at the time of consummation of such Limited Condition Transaction if the Borrower has elected in its sole discretion to test such ratio, test or basket, provision or condition precedent on the date such Limited Condition Transaction is consummated instead of the LCT Test Date.

Limited Condition Transaction. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which Agreement that requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerBorrower, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date on which the definitive acquisition agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicableentered. For the avoidance of doubt, if the Issuer Borrower has exercised its option under the first sentence of this Section 4.27clause (a), and any Default, Event of Default or specified Event of Default occurs following the date on which the definitive acquisition agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to or on the date of the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. . (b) In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: (1i) determining compliance with any provision of this Indenture Agreement which requires the calculation of the Consolidated Net Senior Secured Leverage First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Net Leverage Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio or Guarantor Indebtedness Ratiothe Consolidated EBITDA to Consolidated Interest Expense Ratio or any other ratio test; or (2ii) testing baskets or any other calculations set forth in this Indenture Agreement (including baskets or any other calculations measured as a percentage of L2QA Pro Forma Consolidated Total Assets or Consolidated EBITDA); in each case, at the option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT LCA Election”), the date of determination of whether any such action is permitted hereunder, hereunder shall be deemed to be (x) the date on which the definitive acquisition agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into into, (y) the date of any prepayment, redemption, repurchase, defeasance, acquisition or has been deliveredother payment or (z) in respect of sales in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law or practice in other jurisdictions), as applicable the date on which a “Rule 2.7 announcement” of 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 (the “LCT LCA Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the Test Period most recent two consecutive fiscal quarters ending recently ended on or prior to the LCT applicable LCA Test Date for which consolidated financial statements of the Issuer are availableDate, the Issuer Borrower could have taken such action on the relevant LCT LCA Test Date in compliance with such ratio ratio, calculation or basket, such ratio ratio, calculation or basket shall be deemed to have been complied with. If For the Issuer avoidance of doubt, if the Borrower has made an LCT LCA Election and any of the ratios ratios, calculations or baskets for which compliance was determined or tested as of the LCT LCA Test Date are exceeded as a result of fluctuations in any such ratio ratio, calculation or basket, including due to fluctuations in L2QA Pro Forma Consolidated EBITDA or Consolidated Total Assets of the Issuer Borrower or the Person subject to such Limited Condition Transaction, at on or prior to the date of consummation of the relevant transaction or action, such baskets baskets, calculations or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Borrower has made an LCT LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, calculation or basket availability test with respect to the Incurrence of Indebtedness or Liens, or the making of Asset distributions or Restricted Payments, Investments, payments pursuant to Section 10.7, Dispositions, mergers, the conveyance, lease or other transfer Dispositions of all or substantially all of the assets of the Issuer Borrower or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments 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 definitive agreement or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio ratio, calculation or basket test shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition TransactionTransaction and any related transactions (including any financing, Incurrence or Discharge of Indebtedness and the use of proceeds of any such Incurrence), for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option election of the IssuerCompany, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the a definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into or has been deliveredirrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and not as applicableof any later date as would otherwise be required under this Indenture. For the avoidance of doubt, if the Issuer Company has exercised its option under the first sentence of this Section 4.27120, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been deliveredirrevocable notice of redemption, as applicablerepurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection (a) Notwithstanding anything to the contrary in this Agreement, solely for the purpose of (A) measuring the relevant financial ratios and basket availability with respect to the incurrence of any action being taken Indebtedness or Liens, the making of any Investments or the repayment of Indebtedness, Disqualified Equity Interests or preferred stock, or the making of any other Limited Condition Transaction (but excluding any Excess Availability and/or Borrowing Base based ratio and/or basket), or (B) determining compliance with representations and warranties or the occurrence of any Default or Event of Default (but excluding Excess Availability determinations in respect of Payment Conditions or the Borrowing Base), in each case, in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer Par Borrower may elect (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), ) to deem the date of determination of whether any such action is permitted hereunder, shall be deemed hereunder for such Limited Condition Transaction to be the date on which the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into (or has been deliveredif applicable, as applicable the date of delivery of an irrevocable declaration of a Restricted Payment or similar event) (the “LCT Test Date”). If) or the date of the consummation of the Limited Condition Transaction and related incurrence of Indebtedness or Liens or the related making of Investments or other related transactions, in each case, after giving pro forma effect to the relevant Limited Condition Transaction and related incurrence of Indebtedness or Liens, the related making of Investments or the repayment of Indebtedness, Disqualified Equity Interests or preferred stock or other transaction. (b) If the Par Borrower has made an LCT Election, then, in connection with any unrelated calculation of any ratio or test at or following the relevant LCT Test Date, and prior to the earlier of (x) the date on which such Limited Condition Transaction is consummated or (y) the date that the definitive agreement or the date for redemption, repurchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, passes or expires without consummation of such Limited Condition Transaction, any such ratio or test shall be calculated on (A) a pro forma basis assuming such Limited Condition Transaction and any transactions to be entered into in connection therewith (including any Incurrence incurrence of Indebtedness Indebtedness, Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior has been consummated, and also on (B) a standalone basis without giving effect to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date Limited Condition Transaction or any such transactions in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. connection therewith. (c) If the Issuer Par Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date in connection with a Limited Condition Transaction are exceeded as a result of fluctuations in any such ratio or basket, basket (including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such target of any Limited Condition Transaction, ) at or prior to the consummation of the relevant transaction or action, such ratios or baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If fluctuations (but, for the Issuer has made an LCT Election for any Limited Condition Transactionavoidance of doubt, then in connection with any subsequent calculation of any improvement in the applicable ratio or basket availability with respect to test may be utilized) solely for purposes of determining whether the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummatedpermitted hereunder.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerCompany, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been deliveredirrevocable notice of redemption, as applicablerepurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the avoidance of doubt, if the Issuer Company has exercised its option under the first sentence of this Section 4.27121, and any Default or Default, Event of Default or specified Event of Default, as applicable, occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been deliveredirrevocable notice of redemption, as applicablerepurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition Transaction, any such Default or Default, Event of Default or specified Event of Default, as applicable, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture clause (y) in the proviso set forth in Section 2.15(a) and Section 2.15(b)(iii) which requires that no Default the calculation of any financial ratio or Event of Defaulttest, as applicableincluding the Secured Leverage Ratio and the Total Leverage Ratio, has occurred, is continuing or would result from any such action, as applicable, such condition shalleach calculated on a Pro Forma Basis, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, hereunder shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into or has been delivered, as applicable (the “LCT Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are availableTransaction, the Issuer could Borrower or any of its Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratio or basketprovision. For the avoidance of doubt, such ratio or basket shall be deemed to have been complied with. If if the Issuer Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested such provisions as of the LCT Test Date are exceeded would have failed to have been satisfied as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition TransactionSecured Leverage Ratio, at or prior to the consummation of the relevant transaction or action, such baskets or ratios provisions will not be deemed to have failed to have been exceeded satisfied as a result of such fluctuations. If the Issuer Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio event or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments on or following transaction occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice, as applicable, notice for such Limited Condition Transaction is terminated terminated, expires or expires passes, as applicable, without consummation of such Limited Condition Transaction (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving pro forma effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio ratio, test or basket shall be calculated required to be satisfied on a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have has not been consummated until such time as such Limited Condition Transaction has been consummated.

Limited Condition Transaction. In connection with determining whether any action being taken in connection with a Limited Condition TransactionTransaction is permitted hereunder, for purposes which determination requires the calculation of determining compliance with any provision of this Indenture which requires that no Default financial ratio or Event of Defaulttest, as applicableincluding the Secured Leverage Ratio and the Total Leverage Ratio, has occurred, is continuing or would result from any such action, as applicable, such condition shalleach calculated on a Pro Forma Basis, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into or has been delivered, as applicable (the “LCT Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could would have taken such action been permitted on the relevant LCT Test Date in compliance with such ratio or basketprovision. For the avoidance of doubt, such ratio or basket shall be deemed to have been complied with. If if the Issuer Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested such provisions as of the LCT Test Date are exceeded would have failed to have been satisfied as a result of fluctuations in any such ratio the Secured Leverage Ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition TransactionTotal Leverage Ratio, at or prior to the consummation of the relevant transaction or action, such baskets or ratios provisions will not be deemed to have failed to have been exceeded satisfied as a result of such fluctuations. If the Issuer Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio event or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments on or following transaction occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice, as applicable, notice for such Limited Condition Transaction is terminated terminated, expires or expires passes, as applicable, without consummation of such Limited Condition Transaction (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving pro forma effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio ratio, test or basket shall be calculated required to be satisfied on a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have has not been consummated until such time as such Limited Condition Transaction has been consummated.

Limited Condition Transaction. In Solely for the purpose of (i) measuring the relevant ratios and baskets (including, for the avoidance of doubt, any basket measured as a percentage of Four Quarter Consolidated EBITDA and, for the avoidance of doubt including with respect to the incurrence of any Indebtedness (including any Incremental Loans), Liens, the making of any acquisitions or other Investments, Restricted Payments, prepayment of Subordinated Indebtedness or asset sales, in each case, in connection with a Limited Condition Transaction) or (ii) determining compliance with the representations and warranties or the occurrence of any action being taken Default or Event of Default, in each case, in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior Parent Borrower makes an election to the consummation of deem such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with transaction a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transactioneach, an “LCT Election”), the date Applicable Date of determination of Determination in determining whether any such action Limited Condition Transaction is permitted hereunder, shall be deemed to be the date of the definitive agreements or irrevocable notice, as applicable, documentation for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning as of the most recent two consecutive fiscal quarters Applicable Date of Determination, ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are availableon a Pro Forma Basis, the Issuer Borrowers could have taken such action on the relevant LCT Test Date in compliance with any such ratio or basketbasket (other than for the purposes of calculating actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 7.08), such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Parent Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated and tested on a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and other transactions pro forma events in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated; provided that the consummation of any Limited Condition Transaction shall be subject to the absence of any Specified Event of Default. For the avoidance of doubt, if the Parent Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of LCT Test Date (including with respect to the incurrence of any Indebtedness) are not satisfied as a result of fluctuations in any such ratio or basket (including due to fluctuations in Consolidated EBITDA calculated on a Pro Forma Basis, including the target of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been unsatisfied as a result of such fluctuations; however, if any ratios or baskets improve as a result of such fluctuations, such improved baskets or ratios may be utilized.

Limited Condition Transaction. In connection (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable financial ratio or test or determining other compliance with any action being taken in connection with a Limited Condition Transaction, for purposes this Agreement (including the determination of determining compliance with any provision of this Indenture Agreement which requires that no Default or Event of Default, as applicable, Default has occurred, is continuing or would result from therefrom) in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination of whether any such actionDefault or Event of Default has occurred, as applicable, such condition is continuing or would result therefrom or other applicable covenant shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be (i) in the case of a Limited Condition Transaction described in clause (i) of the definition thereof, the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been deliveredand (ii) in the case of a Limited Condition Transaction described in clause (ii) of the definition thereof, as applicable the date of giving of the irrevocable notice of redemption therefor (the “LCT Test Date”). If) and if, after such financial ratios and tests and other provisions are measured on a Pro Forma Basis after giving pro forma effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters applicable period being used to calculate such financial ratio ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are availableDate, the Issuer Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basketratios and provisions, such ratio or basket provisions shall be deemed to have been complied with; provided that at the option of the Borrower, the relevant ratios and baskets may be recalculated at the time of consummation of such Limited Condition Transaction. If For the Issuer has made an LCT Election and avoidance of doubt, (x) if any of the such financial ratios or baskets for which compliance was determined or tested as of the LCT Test Date tests are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or basket, test (including due to fluctuations in L2QA Pro Forma Consolidated EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, otherwise) at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets or financial ratios and tests and other provisions will not be deemed to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuationsfluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such financial ratios and tests and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related transaction. If For the Issuer avoidance of doubt, if the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any financial ratio or test (excluding, for the avoidance of doubt, any ratio contained in Sections 6.12 or 6.13) or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments any Limited Condition Transaction 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 or, in the case of a Limited Condition Transaction described in clause (i) thereof, the date that the definitive agreement or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement or any Loan Document, any such ratio ratio, test or basket shall be calculated required to comply with any such ratio, test or basket on a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and the other transactions in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated or expires. (a) Notwithstanding anything to the contrary herein, with respect to any Indebtedness or Liens incurred in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any tests based on the Consolidated Total Leverage Ratio, Consolidated Interest Expense, Consolidated Secured Leverage Ratio, the Consolidated First Lien Secured Leverage Ratio or the Consolidated EBITDA) (any such amounts, the “Fixed Amounts”) substantially concurrently with any Indebtedness or Liens incurred in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including any tests based on the Consolidated Total Leverage Ratio, Consolidated Interest Expense, Consolidated Secured Leverage Ratio, the Consolidated First Lien Secured Leverage Ratio or the Consolidated EBITDA) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the incurrence of the Incurrence-Based Amounts.

Limited Condition Transaction. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture Agreement which requires that no Default or 66 Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerCompany or a Permitted Affiliate Parent, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicableinto. For the avoidance of doubt, if the Issuer Company or a Permitted Affiliate Parent has exercised its option under the first sentence of this Section 4.274.25(a), and any Default or Event of Default occurs following the date the such definitive agreements or irrevocable notice, as applicable, agreement for the applicable a Limited Condition Transaction were is entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. . (b) In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture the Agreement which requires the calculation of any financial ratio or test, including the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness the Consolidated Senior Secured Net Leverage Ratio; or (2) testing baskets set forth in this Indenture Agreement (including baskets measured as a percentage or multiple, as applicable, of L2QA Total Assets, Pro Forma forma EBITDA or Pro forma Non-Controlling Interest EBITDA); in each case, at the option of the Issuer Company or a Permitted Affiliate Parent (the IssuerCompany’s or a Permitted Affiliate Parent’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicable (the “LCT Test Date”). If; provided, however, that the Company or a Permitted Affiliate Parent shall be entitled to subsequently elect, in its sole discretion, the date of consummation of such Limited Condition Transaction instead of the LCT Test Date as the applicable date of determination, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) ), as if they had occurred at are appropriate and consistent with the beginning pro forma adjustment provisions set forth in the definition of “Pro forma EBITDA”, “Consolidated Net Leverage Ratio”, and the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available“Consolidated Senior Secured Net Leverage Ratio”, the Issuer Company, a Permitted Affiliate Parent or any Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. . (c) If the Issuer Company or a Permitted Affiliate Parent has made an LCT Election and any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in L2QA Pro Forma forma EBITDA or Total Assets, of the Issuer Company , any Permitted Affiliate Parent and the Restricted Subsidiaries or the Person or assets subject to such the Limited Condition Transaction, Transaction (as at each reference to the “Company” or a “Permitted Affiliate Parent” in such definition was to such Person or assets) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Company or a Permitted Affiliate Parent has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, test or basket availability under this Agreement (including with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, acquisitions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer Company, a Permitted Affiliate Parent or any Restricted Subsidiary or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments Subsidiary) 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio ratio, test or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In Solely for the purpose of (i) measuring, testing availability under, or determining compliance with any provision that requires the calculation of, any applicable ratios and baskets (including, for the avoidance of doubt, any basket measured as a percentage of IKE-Adjusted EBITDA or consolidated total assets and, for the avoidance of doubt including with respect to the incurrence of any Indebtedness, Liens, the making of any Acquisitions or other Investments, Restricted Payments, prepayments of subordinated or junior Indebtedness, asset sales, fundamental changes or the designation or redesignation of any Restricted Subsidiaries or Unrestricted Subsidiaries, in each case, in connection with a Limited Condition Transaction) or (ii) determining compliance with the representations and warranties or the occurrence of any action being taken Default or Event of Default, in each case, in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27Obligor makes a LCT Election, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation date of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determination in determining whether any action being taken in connection with such Limited Condition Transaction acquisition (or similar investment) is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning as of the most recent two consecutive fiscal quarters applicable date of determination, ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are availableon a pro forma basis, the Issuer Obligor could have taken such action on the relevant LCT Test Date in compliance with any such ratio ratio, basket or basketother requirements, such ratio ratio, basket or basket other requirements shall be deemed to have been complied with. If For the Issuer avoidance of doubt, if the Obligor has made an LCT Election and any of the financial ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such financial ratio or basket, basket (including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such target of any Limited Condition Transaction) solely as a result of fluctuations in IKE-Adjusted EBITDA or consolidated total assets (as opposed to any incurrence, Disposition or Restricted Payment) or currency exchange rates, at or prior to the consummation of the relevant transaction or action, such baskets or financial ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Obligor has made an a LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket (other than in connection with availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or make a Restricted Payments Payment) 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated and tested on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Indebtedness debt and the use of proceeds thereof) have been consummatedconsummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.274.25, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Ratio or Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable financial ratio or test or determining other compliance with any action being taken in connection with a Limited Condition Transaction, for purposes this Agreement (including the determination of determining compliance with any provision of this Indenture Agreement which requires that no Default or Event of Default, as applicable, Default has occurred, is continuing or would result from therefrom) in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination of whether any such actionDefault or Event of Default has occurred, as applicable, such condition is continuing or would result therefrom or other applicable covenant shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer Swiss Borrower (the IssuerSwiss Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be (i) in the case of a Limited Condition Transaction described in clause (i) of the definition thereof, the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been deliveredand (ii) in the case of a Limited Condition Transaction described in clause (ii) of the definition thereof, as applicable the date of giving of the irrevocable notice of redemption therefor (the “LCT Test Date”). If) and if, after such financial ratios and tests and other provisions are measured on a Pro Forma Basis after giving pro forma effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters applicable period being used to calculate such financial ratio ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are availableDate, the Issuer Swiss Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basketratios and provisions, such ratio or basket provisions shall be deemed to have been complied with; provided that at the option of the Swiss Borrower, the relevant ratios and baskets may be recalculated at the time of consummation of such Limited Condition Transaction. If For the Issuer has made an LCT Election and avoidance of doubt, (x) if any of the such financial ratios or baskets for which compliance was determined or tested as of the LCT Test Date tests are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or basket, test (including due to fluctuations in L2QA Pro Forma Consolidated EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, otherwise) at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets or financial ratios and tests and other provisions will not be deemed to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuationsfluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such financial ratios and tests and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related transaction. If For the Issuer avoidance of doubt, if the Swiss Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any financial ratio or test (excluding, for the avoidance of doubt, any ratio contained in Sections 6.12 or 6.13) or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments any Limited Condition Transaction 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 or, in the case of a Limited Condition Transaction described in clause (i) thereof, the date that the definitive agreement or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement or any Loan Document, any such ratio ratio, test or basket shall be calculated required to comply with any such ratio, test or basket on a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and the other transactions in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated or expires. (b) Notwithstanding anything to the contrary herein, with respect to any Indebtedness or Liens incurred in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any tests based on the Consolidated Total Leverage Ratio, Consolidated Interest Expense, Consolidated Secured Leverage Ratio or the Consolidated EBITDA) (any such amounts, the “Fixed Amounts”) substantially concurrently with any Indebtedness or Liens incurred in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including any tests based on the Consolidated Total Leverage Ratio, Consolidated Interest Expense, Consolidated Secured Leverage Ratio or the Consolidated EBITDA) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the incurrence of the Incurrence-Based Amounts.

Limited Condition Transaction. In connection with Notwithstanding anything in this Indenture to the contrary, when (i) calculating any action being taken applicable ratio in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Asset Sale, the making of any acquisitions, the making of an Investment, the making of a Limited Condition TransactionRestricted Payment, the designation of a Subsidiary as restricted or unrestricted, the repayment of Indebtedness or for purposes of any other purpose, (ii) determining compliance with whether any provision of this Indenture which requires that no Default or Event of Default, as applicable, Default has occurred, is continuing or would result from any such action, as applicableor (iii) determining compliance with any other condition precedent to any action or transaction, in each case of clauses (i) through (iii) in connection with a Limited Condition Transaction, the date of determination of such ratio, whether any Default or Event of Default has occurred, is continuing or would result therefrom, or the satisfaction of any other condition precedent shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: Parent (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the IssuerParent’s election to exercise such option in connection with any Limited Condition Transaction, an a “LCT Transaction Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date of declaration of such Restricted Payment or the date that the definitive agreements agreement for such Restricted Payment, Investment, acquisition, Asset Sale or irrevocable incurrence, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or preferred stock is entered into, the date a public announcement of an intention to make an offer in respect of the target of such acquisition or Investment or the date of such notice, as applicablewhich may be conditional, for of such Limited Condition Transaction are entered into repayment, repurchase or has been deliveredrefinancing of Indebtedness, as applicable Disqualified Stock or preferred stock or such Asset Sale is given to the holders of such Indebtedness, Disqualified Stock or preferred stock (any such date, the “LCT Transaction Test Date”). If, If on a pro forma basis after giving pro forma effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) ), with such ratios, absence of defaults, satisfaction of conditions precedent and other provisions calculated as if they such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Transaction Test Date in compliance with such ratio the applicable ratios or basketother provisions, such ratio or basket provisions shall be deemed to have been complied with. If For the Issuer has made an LCT Election and avoidance of doubt, (i) if any of the ratios such ratios, absence of defaults, satisfaction of conditions precedent or baskets for which compliance was determined or tested as of the LCT Test Date other provisions are exceeded or breached as a result of fluctuations in any such ratio ratio, a change in facts and circumstances or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, other provisions at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets or ratios ratios, absence of defaults, satisfaction of conditions precedent and other provisions will not be deemed to have been exceeded exceeded, breached, or otherwise failed to have been satisfied as a result of such fluctuationsfluctuations or changed circumstances solely for purposes of determining whether the Limited Condition Transaction and any related transactions is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related transactions. If the Issuer Parent has made an LCT a Transaction Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness any other Limited Condition Transaction or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments otherwise on or following the relevant LCT Transaction 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 irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) have been consummated. For purposes of any calculation pursuant to this paragraph of the Fixed Charge Coverage Ratio, Fixed Charges may be calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such Limited Condition Transaction based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by Parent in good faith.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction (including any contemplated incurrence or assumption of Indebtedness in connection therewith), for purposes of: (1a) determining compliance with any provision of this Indenture which Agreement that requires the calculation of the Consolidated Net Senior Secured Leverage Ratioany financial ratio, Consolidated Net Leverage Ratio test or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture basket (including the calculation of the Incremental Cap and baskets measured as a percentage of L2QA Pro Forma EBITDAConsolidated EBITDA or Consolidated Total Assets); or (b) determining compliance with any provision of this Agreement which requires the accuracy of any representations and warranties and/or that no Default or Event of Default (or any subset of Defaults or Events of Default) shall have occurred, is continuing or would result therefrom (including the applicable conditions to the effectiveness of the establishment or incurrence of an Incremental Facility), in each case, at the option of the Issuer Company (the IssuerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), which LCT Election shall be in writing and delivered to the Administrative Agent on or prior to the date of execution of the definitive agreements or submission of irrevocable notice, as applicable, with respect to such Limited Condition Transaction, the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into or has been delivered, as applicable the date irrevocable notice for such Limited Condition Transaction is given (the “LCT Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters Test Period ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are availableDate, the Issuer could Company or any of its Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratio or ratio, test, basket, representations, warranties, Defaults or Events of Default, such ratio ratio, test, basket, representations, warranties, Defaults or basket Events of Default shall be deemed to have been complied with. If For the Issuer avoidance of doubt, if the Company has made an LCT Election and any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded would have failed to have been satisfied, or any representation or warranty would have been breached, or any Default or Event of Default would have occurred, in each case as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in L2QA Pro Forma Consolidated EBITDA or Consolidated Total Assets or fluctuations of the Issuer or the Person subject to target of such Limited Condition Transaction, or as a result of any breach of representation or warranty or the occurrence of any Default or Event of Default or other event, in each case at or prior to the consummation of the relevant transaction or action, such baskets baskets, tests or ratios will not be deemed to have failed to have been exceeded satisfied as a result of such fluctuations, such representation or warranty shall not be deemed to have been breached, and (solely for the purposes of any Default or Event of Default blocker) such default or event of default shall be deemed not to have occurred. If the Issuer Company has made an LCT Election for any Limited Condition Transaction, then then, in connection with any subsequent calculation of any ratio ratio, test or basket availability (excluding determinations of actual compliance with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all Section 7.11 and determinations of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments Applicable Rate) 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 date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice, as applicable, notice for such Limited Condition Transaction is terminated terminated, expires or expires passes, as applicable, without consummation of such Limited Condition Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio ratio, test or basket shall be calculated required to be satisfied on a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerCompany, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicableinto. For the avoidance of doubt, if the Issuer Company has exercised its option under the first sentence of this Section 4.27paragraph, and any Default or Event of Default occurs following the date the such definitive agreements or irrevocable notice, as applicable, agreement for the applicable a Limited Condition Transaction were is entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. . (b) In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: : (1i) determining compliance with any provision of this Indenture which requires the calculation of any financial ratio or test, including the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio ; or Guarantor Indebtedness Ratio; or (2ii) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDATotal Assets); in each case, at the option of the Issuer Company (the IssuerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicable (the “LCT Test Date”). If; provided, after giving pro forma effect to however, that the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.Company shall

Limited Condition Transaction. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerCompany or a Permitted Affiliate Parent, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicable. into. (b) For the avoidance of doubt, if the Issuer Company or a Permitted Affiliate Parent has exercised its option under the first sentence of this Section 4.274.25(a), and any Default or Event of Default occurs following `the date the such definitive agreements or irrevocable notice, as applicable, agreement for the applicable a Limited Condition Transaction were is entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. . (c) In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture the Agreement which requires the calculation of any financial ratio or test, including the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture Agreement (including baskets measured as a percentage or multiple, as applicable, of L2QA Total Assets or Pro Forma forma EBITDA); in each case, at the option of the Issuer Company or a Permitted Affiliate Parent (the IssuerCompany’s or a Permitted Affiliate Parent’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicable (the “LCT Test Date”). If; provided, however, that the Company or a Permitted Affiliate Parent shall be entitled to subsequently elect, in its sole discretion, the date of consummation of such Limited Condition Transaction instead of the LCT Test Date as the applicable date of determination, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) ), as if they had occurred at are appropriate and consistent with the beginning pro forma adjustment provisions set forth in the definition of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available“Pro forma EBITDA” and “Consolidated Net Leverage Ratio”, the Issuer Company, a Permitted Affiliate Parent or any Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. . (d) If the Issuer Company or a Permitted Affiliate Parent has made an LCT Election and any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in L2QA Pro Forma forma EBITDA or Total Assets, of the Issuer Company, any Permitted Affiliate Parent and the Restricted Subsidiaries or the Person or assets subject to such the Limited Condition Transaction, Transaction (as if each reference to the “Company” or a “Permitted Affiliate Parent” in such definition was to such Person or assets) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Company or a Permitted Affiliate Parent has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, test or basket availability under this Agreement (including with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, acquisitions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer Company, a Permitted Affiliate Parent or any Restricted Subsidiary or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments Subsidiary) 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio ratio, test or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable financial ratio or test or determining other compliance with any action being taken in connection with a Limited Condition Transaction, for purposes this Agreement (including the determination of determining compliance with any provision of this Indenture Agreement which requires that no Default or Event of Default, as applicable, Default has occurred, is continuing or would result from therefrom) in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination of whether any such actionDefault or Event of Default has occurred, as applicable, such condition is continuing or would result therefrom or other applicable covenant shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be (i) in the case of a Limited Condition Transaction described in clause (i) of the definition thereof, the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been deliveredand (ii) in the case of a Limited Condition Transaction described in clause (ii) of the definition thereof, as applicable the date of giving of the irrevocable notice of redemption therefor (the “LCT Test Date”). If) and if, after such financial ratios and tests and other provisions are measured on a Pro Forma Basis after giving pro forma effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters applicable period being used to calculate such financial ratio ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are availableDate, the Issuer Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basketratios and provisions, such ratio or basket provisions shall be deemed to have been complied with; provided that at the option of the Borrower, the relevant ratios and baskets may be recalculated at the time of consummation of such Limited Condition Transaction. If For the Issuer has made an LCT Election and avoidance of doubt, (x) if any of the such financial ratios or baskets for which compliance was determined or tested as of the LCT Test Date tests are exceeded (or, with respect to the Consolidated Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or basket, test (including due to fluctuations in L2QA Pro Forma Consolidated EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, otherwise) at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets or financial ratios and tests and other provisions will not be deemed to have been exceeded (or, with respect to the Consolidated Interest Coverage Ratio, not reached) as a result of such fluctuationsfluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such financial ratios and tests and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related transaction. If For the Issuer avoidance of doubt, if the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any financial ratio or test (excluding, for the avoidance of doubt, any ratio contained in Sections 6.12 or 6.13) or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments any Limited Condition Transaction 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 or, in the case of a Limited Condition Transaction described in clause (i) thereof, the date that the definitive agreement or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement or any Loan Document, any such ratio ratio, test or basket shall be calculated required to comply with any such ratio, test or basket on a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and the other transactions in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated or expires.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerCompany, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been deliveredirrevocable notice of redemption, as applicablerepurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the avoidance of doubt, if the Issuer Company has exercised its option under the first sentence of this Section 4.27121, and any Default or Default, Event of Default or specified Event of Default, as applicable, occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been deliveredirrevocable notice of redemption, as applicablerepurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition Transaction, any such Default or Default, Event of Default or specified Event of Default, as applicable, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: (1i) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2ii) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDAConsolidated Tangible Assets); in each case, at the option of the Issuer Company (the IssuerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been deliveredirrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, as applicable (the “LCT Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence or discharge of Indebtedness and the use of proceeds thereofof such Incurrence) as if they had occurred at the beginning of the most recent two four consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer Company are available, the Issuer Company could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, basket or basketamount, such ratio ratio, basket or basket amount shall be deemed to have been complied with. If For the Issuer avoidance of doubt, if the Company has made an LCT Election and any of the ratios ratios, baskets or baskets amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio ratio, basket or basketamount, including due to fluctuations in L2QA Pro Forma Consolidated EBITDA or Consolidated Tangible Assets of the Issuer Company or the Person subject to such Limited Condition TransactionTransaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such baskets baskets, ratios or ratios amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, basket or basket availability amount with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, or the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments Company 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio ratio, basket or basket amount shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence or discharge of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection with amend: (a) clause 4.2 of the Credit Agreement (in addition to the amendment requested in respect of the Certain Funds Acquisition concept referred to at paragraph 22 of Schedule 6 of this Agreement) to (i) also provide that the relevant Additional Facility Lenders may amend or waive any action being taken of the conditions at paragraphs (a) and (b) of clause 4.2 in connection with relation to any Loan under a relevant Additional Facility requested in relation to any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Financial Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment and (ii) provide that the drawstop if Events of Default under Clause 22.2 (Nonpayment) or Clauses 22.6 (Insolvency) to 22.9 (Similar proceedings) are continuing can also be amended or waived by the relevant Additional Facility Lenders under that Additional Facility; and (b) the Credit Agreement to provide for a ‘Limited Condition Transaction’ concept in accordance with recent Liberty precedent, including such that (i) for purposes of determining compliance with any provision of this Indenture the Credit Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing occurred or would result from any such action, as applicable, action in relation to a Limited Condition Transaction such condition shall, at the option of the IssuerCompany, be deemed satisfied, so long as no Default or Event of Default, as applicable, Default exists on the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicable. For (for the avoidance of doubt, if the Issuer Company has exercised its option under the first sentence of this Section 4.27, (i) and any Default or Event of Default occurs following the date the such definitive agreements or irrevocable notice, as applicable, agreement for the applicable a Limited Condition Transaction were is entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: ) and (1ii) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action Limited Condition Transaction is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable agreement (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, documentation) for such Limited Condition Transaction is terminated or expires without entered into (or, at the election of the Company, the date of consummation of such the Limited Condition Transaction, Transaction provided that any such ratio or basket test shall be calculated assessed on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummatedbasis).

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition TransactionTransaction and any related transactions (including any Incurrence or LCT Discharge of Indebtedness and the use of proceeds of any such Incurrence), for purposes of determining at the Company’s election, (a) compliance with any provision requirement relating to the absence of this Indenture which requires that no a Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, may be determined as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the a definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into or has been delivered, irrevocable notice of any LCT Discharge is given (the “effective date”) and not as applicable. For the avoidance of doubt, if the Issuer has exercised its option any later date as would otherwise be required under the first sentence of this Section 4.27Indenture, and (b) any Default calculation of the Consolidated Coverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Leverage Ratio, or Event of Default occurs following the date the definitive agreements any amount based on Consolidated Tangible Assets, or irrevocable noticeany other determination under any basket or ratio under this Indenture, or any other determination as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with and any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other related transactions to be entered into in connection therewith (including any Incurrence or LCT Discharge of Indebtedness and the use of proceeds thereofof any such Incurrence) complies with the covenants or agreements contained in this Indenture, may be made as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior such effective date and, to the extent so made, will not be required to be made at any later date as would otherwise be required under this Indenture, giving pro forma effect to such Limited Condition Transaction and any related transactions (including any Incurrence or LCT Test Date Discharge of Indebtedness and the use of proceeds of any such Incurrence); provided that, for which consolidated financial statements the avoidance of the Issuer are availabledoubt, the Issuer could have taken if any such action on the relevant LCT Test Date in compliance with such basket, ratio or basket, such ratio amount is exceeded (or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and if any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded Consolidated Coverage Ratio test is not satisfied) as a result of fluctuations in any such basket, ratio or basket, amount (including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer Consolidated EBITDA, Consolidated Tangible Assets or the Person subject any applicable currency exchange rate) subsequent to such Limited Condition Transaction, date of calculation or determination and at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets basket, ratio or ratios amount will not be deemed to have been exceeded (or, in the case of any Consolidated Coverage Ratio test, will not be deemed not to have been satisfied) as a result of such fluctuations. If fluctuations for purposes of determining whether the Issuer has made an LCT Election for any Limited Condition TransactionTransaction and any related transactions (including any Incurrence or LCT Discharge of Indebtedness and the use of proceeds of any such Incurrence) are permitted under the Indenture. The Indenture will also provide that, then in connection with if the Company makes such an election, any subsequent calculation of any such basket, ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments on or and/or amount following the relevant LCT Test Date effective date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement or irrevocable notice, as applicable, for such Limited Condition Transaction expires or is terminated or expires without its consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other any related transactions in connection therewith (including any Incurrence or LCT Discharge of Indebtedness and the use of the proceeds thereofof such Incurrence) have been consummated.

Limited Condition Transaction. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerCompany or a Permitted Affiliate Parent, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicableinto. For the avoidance of doubt, if the Issuer Company or a Permitted Affiliate Parent has exercised its option under the first sentence of this Section 4.274.25(a), and any Default or Event of Default occurs following the date the such definitive agreements or irrevocable notice, as applicable, agreement for the applicable a Limited Condition Transaction were is entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. . (b) In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture the Agreement which requires the calculation of any financial ratio or test, including the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness the Consolidated Senior Secured Net Leverage Ratio; or (2) testing baskets set forth in this Indenture Agreement (including baskets measured as a percentage or multiple, as applicable, of L2QA Total Assets, Pro Forma forma EBITDA or Pro forma Non-Controlling Interest EBITDA); in each case, at the option of the Issuer Company or a Permitted Affiliate Parent (the IssuerCompany’s or a Permitted Affiliate Parent’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicable (the “LCT Test Date”). If; provided that the Company or a Permitted Affiliate Parent shall be entitled to subsequently elect, in its sole discretion, the date of consummation of such Limited Condition Transaction instead of the LCT Test Date as the applicable date of determination, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) ), as if they had occurred at are appropriate and consistent with the beginning pro forma adjustment provisions set forth in the definitions of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available“Pro forma EBITDA”, “Consolidated Net Leverage Ratio” and “Consolidated Senior Secured Net Leverage Ratio”, the Issuer Company, a Permitted Affiliate Parent or any Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. . (c) If the Issuer Company or a Permitted Affiliate Parent has made an LCT Election and any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in L2QA Pro Forma forma EBITDA or Total Assets, of the Issuer Company , any Permitted Affiliate Parent and the Restricted Subsidiaries or the Person or assets subject to such the Limited Condition Transaction, Transaction (as if each reference to the “Company” or a “Permitted Affiliate Parent” in such definition was to such Person or assets) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Company or a Permitted Affiliate Parent has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, test or basket availability under this Agreement (including with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, acquisitions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer Company, a Permitted Affiliate Parent or any Restricted Subsidiary or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments Subsidiary) 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio ratio, test or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for (a) For purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1i) determining compliance with any provision of this Indenture Agreement which requires the calculation of the Consolidated Interest Coverage Ratio, the Total Net Senior Secured Leverage Ratio, the Consolidated Net Leverage Ratio Total Assets or Guarantor Indebtedness the Consolidated Fixed Charge Coverage Ratio; , (ii) determining compliance with representations and warranties (other than, in the case of an acquisition or other similar Investment, certain customary “specified representations” or , at the option of the Administrative Borrower, European “certain funds” representations) or absence of Defaults or Events of Default, (2iii) testing availability under baskets set forth in this Indenture Agreement (including baskets measured as a percentage of L2QA Pro Forma Consolidated Total Assets or Consolidated EBITDA); ) or (iv) satisfying the Payment Conditions, in each case, in connection with a Limited Condition Transaction (and each transaction entered into connection therewith, including, without limitation, the incurrence of any Indebtedness, or the issuance of any shares of Disqualified Stock, the incurrence of any Liens or the making of Investments, Dividends, prepayments of Junior Debt, asset sales, transfers and dispositions, fundamental changes or the designation of any Restricted Subsidiary or Unrestricted Subsidiary), at the option of the Issuer Administrative Borrower (the IssuerAdministrative Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, hereunder shall be deemed to be (A) in the case of any acquisition or other similar Investment (including with respect to any Indebtedness to be incurred in connection therewith), either, at the Administrative Borrower’s option (x) as of the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction acquisition or other similar Investment are entered into into, (y) at the time that binding commitments to provide any Indebtedness to be incurred in connection therewith are provided or has been deliveredat the time such Indebtedness is incurred or (z) at the time of the consummation of the relevant acquisition or other similar Investment, as applicable (B) in the case of any Dividends (including with respect to any Indebtedness to be incurred in connection therewith), either, at the Administrative Borrower’s option, (x) at the time of the declaration of such Dividend, (y) at the time that binding commitments to provide any Indebtedness to be incurred in connection therewith are provided or are the time such Indebtedness is incurred or (z) at the time of the making of such Dividend, and (C) in the case of any irrevocable repayment, repurchase or redemption of Indebtedness (including with respect to any Indebtedness to be incurred in connection therewith), either, at the option of the Administrative Borrower (x) at the time of delivery of notice with respect to such repayment, repurchase or redemption, (y) at the time that binding commitments to provide any Indebtedness to be incurred in connection therewith are provided or at the time such Indebtedness is incurred or (z) at the time of the making of such repayment, repurchase or redemption (each such time described in clauses (A) through (C), the “LCT Test Date”). If, in each case, after giving effect to the relevant transaction, any related Indebtedness (including the intended use of proceeds thereof), and all other permitted pro forma adjustments on a pro forma basis, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters Test Period ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are availableDate, the Issuer Borrowers or other Restricted Subsidiaries could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, representation, warranty, absence of Defaults or basketEvents of Default, basket or Payment Condition, such ratio ratio, representation, warranty, absence of Defaults or Events of Default, basket or Payment Condition shall be deemed to have been complied with. If , provided, that the Issuer determination of or testing of clauses (a)(i)(a) and (a)(ii) of a Payment Condition on an LCT Test Date in connection with a Limited Condition Transaction shall only be permitted to the extent such Limited Condition Transaction is consummated within ninety (90) days of such LCT Test Date. (b) For the avoidance of doubt, if the Administrative Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, basket (including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer target of any acquisition or the Person subject to other similar Investment that is part of such Limited Condition Transaction, ) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Administrative Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio such ratios or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments baskets 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires or such irrevocable notice is rescinded, as applicable, without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) have been consummated. Notwithstanding the foregoing, assets of the target of any acquisition or other similar Investment that is part of a Limited Condition Transaction shall not be included in the Borrowing Base until the date on which such Limited Condition Transaction is consummated. (c) Notwithstanding anything herein to the contrary (other than as set forth in Section 2.1.9(c)), this Section 1.8 shall not be applicable in determining whether the conditions precedent set forth in Section 6 have been satisfied with respect to the making of any Loan or the issuance, extension or renewal of any Letter of Credit.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this the Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerCompany, UPC NL Holdco or an Affiliate Covenant Party, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicableinto. For the avoidance of doubt, if the Issuer Company, UPC NL Holdco or an Affiliate Covenant Party has exercised its option under the first sentence of this Section 4.27paragraph, and any Default or Event of Default occurs following the date the such definitive agreements or irrevocable notice, as applicable, agreement for the applicable a Limited Condition Transaction were is entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this the Indenture which requires the calculation of any financial ratio or test, including the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this the Indenture (including baskets measured as a percentage or multiple, as applicable, of L2QA Total Assets or Pro Forma forma EBITDA); in each case, at the option of the Issuer Company, UPC NL Holdco or an Affiliate Covenant Party (the IssuerCompany’s , UPC NL Holdco’s or an Affiliate Covenant Party’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicable (the “LCT Test Date”). If; provided, however, that the Company, UPC NL Holdco or an Affiliate Covenant Party shall be entitled to subsequently elect, in its sole discretion, the date of consummation of such Limited Condition Transaction instead of the LCT Test Date as the applicable date of determination, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) ), as if they had occurred at are appropriate and consistent with the beginning pro forma adjustment provisions set forth in the definition of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available“Pro forma EBITDA” and “Consolidated Net Leverage Ratio”, the Issuer Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. If the Issuer Company, UPC NL Holdco or an Affiliate Covenant Party has made an LCT Election and any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in L2QA Pro Forma forma EBITDA or Total Assets, of the Issuer Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries or the Person or assets subject to such the Limited Condition TransactionTransaction (as at each reference to the “Company”, “UPC NL Holdco”, or “Affiliate Covenant Party”, as applicable), in such definition was to such Person or assets) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Company, UPC NL Holdco or an Affiliate Covenant Party has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, test or basket availability under the Indenture (including with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, acquisitions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer Company, UPC NL Holdco, an Affiliate Covenant Party, or any Restricted Subsidiary or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments Subsidiary) 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio ratio, test or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this the Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerCompany, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer Company has exercised its option under the first sentence of this Section 4.27paragraph, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this the Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Priority Indebtedness Ratio; or (2) testing baskets set forth in this the Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDAEBITDA or Total Assets, as applicable); in each case, at the option of the Issuer Company (the IssuerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer Company are available, the Issuer Company could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer Company has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA or Total Assets of the Issuer Company or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer Company, or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which Agreement that requires that any representations and warranties are true and correct or no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerBorrower, be deemed satisfied, so long as such representations and warranties are true and correct (to the extent required by such provisions) as of, or no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, LCT Test Date (as applicable, defined below) for such Limited Condition Transaction are entered into or has been delivered, as applicableTransaction. For the avoidance of doubt, if the Issuer Borrower has exercised its option under the first sentence of this Section 4.27clause (a), and any representation and warranty shall fail to be true and correct following the LCT Test Date for the applicable Limited Condition Transaction or any Default, Event of Default or specified Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, LCT Test Date for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to or on the date of the consummation of such Limited Condition Transaction, any such failure, Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. . (b) In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: (1i) determining compliance with any provision of this Indenture Agreement which requires the calculation of the Consolidated Net Senior Secured Leverage First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Net Leverage Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio or Guarantor Indebtedness Ratiothe Consolidated EBITDA to Fixed Charges Ratio or any other ratio test (other than calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) the definition of “Applicable Margin” and the “Commitment Fee Rate”, (ii) calculating the covenant in Section 10.10 and (iii) Section 5.2(a)(ii)); or (2ii) testing baskets or any other calculations set forth in this Indenture Agreement (including baskets or any other calculations measured as a percentage of L2QA Pro Forma Consolidated Total Assets, Consolidated EBITDA, Fixed Charges or by reference to the Available Amount or the Available Equity Amount); in each case, at the option of the Issuer Borrower, any of its Restricted Subsidiaries, a Parent Entity, or any successor entity of any of the foregoing (including a third party) (the Issuer’s “Testing Party”) (such election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), with such option to be exercised on or prior to the date of execution of the definitive documentation, submission of notice or the making of a definitive declaration, as applicable, with respect to such Limited Condition Transaction, the date of determination of whether any such action is permitted hereunder, hereunder shall be deemed to be (v) in the case of any Acquisition or other Investment (including by way of merger, amalgamation or consolidation), any Disposition or any assumption or Incurrence of Indebtedness or issuance of Capital Stock, or any transaction relating thereto, the date (or on the basis of the financial statements for the most recently ended reference period) of entry into the definitive agreements or irrevocable notice(or, as if applicable, for a binding offer or launch of a “certain funds” tender offer), for, or the date any declaration is provided or made with respect to, such Limited Condition Transaction, (w) in the case of any prepayment, redemption, repurchase, defeasance, acquisition or other payment or Refinancing of Indebtedness or Capital Stock, the date that the notice, which may be conditional, of such prepayment, redemption, repurchase, defeasance, acquisition or other payment or Refinancing of Indebtedness or Capital Stock is given, (x) in the case of any other Restricted Payment, at the time (or on the basis of the financial statements for the most recently ended reference period) of the declaration of such Restricted Payment, (y) in the case of any designation of a subsidiary as restricted or unrestricted, the date of delivery of a certificate of an Authorized Officer of the Borrower is given with respect to such designation or redesignation, or (z) in the case of sales in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law or practice in other jurisdictions), the date on which a “Rule 2.7 announcement” of 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 are entered into or has been delivered(the applicable date determined pursuant to the foregoing clauses (v) through (z), as applicable (the “LCT Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the Test Period most recent two consecutive fiscal quarters ending recently ended on or prior to the applicable LCT Test Date for which consolidated financial statements of the Issuer are availableDate, the Issuer Borrower or its Restricted Subsidiaries could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, calculation or basket, such ratio ratio, calculation or basket shall be deemed to have been complied with. If For the Issuer avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios ratios, calculations or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio ratio, calculation or basket, including due to fluctuations in L2QA Pro Forma Consolidated EBITDA or Consolidated Total Assets of the Issuer Borrower, the target company or the Person subject to such Limited Condition Transaction, at on or prior to the date of consummation of the relevant transaction or action, such baskets baskets, calculations or ratios will not be deemed to have been exceeded as a result of such fluctuations and such baskets, ratios or financial metrics shall not be tested at the consummation of the Limited Condition Transaction except as contemplated in clause (a) of the immediately succeeding proviso; provided, however, that, (a) if financial statements for one or more subsequent Test Periods shall have become available, the Testing Party may elect, in its sole discretion, to re-determine all such baskets, ratios and financial metrics on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date, (b) if any ratios or financial metrics improve or baskets increase as a result of such fluctuations, such improved ratios, financial metrics or baskets may be utilized and (c) Consolidated Interest Expense with respect to any Indebtedness expected to be Incurred in connection with such Limited Condition Transaction will, for purposes of the Consolidated EBITDA to Fixed Charges Ratio, be calculated using an assumed interest rate based on the available documentation therefor, as determined by the Testing Party in good faith. If the Issuer Testing Party has made an LCT Election for any Limited Condition Transaction, then, in connection with any subsequent calculation of the ratios, baskets or financial metrics 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, notice or declaration for such Limited Condition Transaction is abandoned, terminated or expires without consummation of such Limited Condition Transaction, any such ratio, basket or financial metric shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated. For the avoidance of doubt, if the Testing Party has exercised its option pursuant to the foregoing and any Default or Event of Default occurs following the LCT Test Date (including any new LCT Test Date) for the applicable Limited Condition Transaction and prior to or on the date of the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed not to have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted under this Agreement. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, calculation or basket availability test with respect to the Incurrence of Indebtedness or Liens, or the making of Asset distributions or Restricted Payments, Investments, payments pursuant to Section 10.7, Dispositions, mergers, the conveyance, lease or other transfer Dispositions of all or substantially all of the assets of the Issuer Borrower or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 date that the definitive agreement agreement, notice or irrevocable notice, as applicable, declaration for such Limited Condition Transaction is abandoned, terminated or expires without consummation of such Limited Condition Transaction, any such ratio ratio, calculation or basket test shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerCompany or a Permitted Affiliate Parent, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicable. into. (b) For the avoidance of doubt, if the Issuer Company or a Permitted Affiliate Parent has exercised its option under the first sentence of this Section 4.274.25(a), and any Default or Event of Default occurs following `the date the such definitive agreements or irrevocable notice, as applicable, agreement for the applicable a Limited Condition Transaction were is entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. . (c) In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture the Agreement which requires the calculation of any financial ratio or test, including the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture Agreement (including baskets measured as a percentage or multiple, as applicable, of L2QA Total Assets or Pro Forma forma EBITDA); in each case, at the option of the Issuer Company or a Permitted Affiliate Parent (the IssuerCompany’s or a Permitted Affiliate Parent’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicable (the “LCT Test Date”). If; provided, however, that the Company or a Permitted Affiliate Parent shall be entitled to subsequently elect, in its sole discretion, the date of consummation of such Limited Condition Transaction instead of the LCT Test Date as the applicable date of determination, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) ), as if they had occurred at are appropriate and consistent with the beginning pro forma adjustment provisions set forth in the definition of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available“Pro forma EBITDA” and “Consolidated Net Leverage Ratio”, the Issuer Company, a Permitted Affiliate Parent or any Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which Agreement that requires that any representations and warranties are true and correct or no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerBorrower, be deemed satisfied, so long as such representations and warranties are true and correct (to the extent required by such provisions) as of, or no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, LCT Test Date (as applicable, defined below) for such Limited Condition Transaction are entered into or has been delivered, as applicableTransaction. For the avoidance of doubt, if the Issuer Borrower has exercised its option under the first sentence of this Section 4.27clause (a), and any representation and warranty shall fail to be true and correct following the LCT Test Date for the applicable Limited Condition Transaction or any Default, Event of Default or specified Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, LCT Test Date for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to or on the date of the consummation of such Limited Condition Transaction, any such failure, Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. . (b) In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: (1i) determining compliance with any provision of this Indenture Agreement which requires the calculation of the Consolidated Net Senior Secured Leverage First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Net Leverage Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio or Guarantor Indebtedness Ratiothe Consolidated EBITDA to Fixed Charges Ratio or any other ratio test (other than calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) the definition of “Applicable Margin” and the “Commitment Fee Rate”, (ii) calculating the covenant in Section 10.10 and (iii) Section 5.2(a)(ii)); or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection with determining whether any Limited Condition Transaction is permitted hereunder and any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1i) determining compliance with any provision of this Indenture Agreement which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Total Net Leverage Ratio or Guarantor Indebtedness the Senior Secured Net Leverage Ratio; or (2ii) testing availability under baskets set forth in this Indenture Agreement (including baskets measured as a percentage of L2QA Pro Forma Consolidated Total Assets, LTM Consolidated EBITDA or Consolidated EBITDA); ; (iii) in each case, at the option of the Issuer Company (the IssuerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, hereunder shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into or has been delivered, as applicable (the “LCT Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters Test Period ending prior to the LCT Test Date for which consolidated financial statements of the Issuer Company are available, the Issuer Company could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If For the Issuer avoidance of doubt, if the Company has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma LTM Consolidated EBITDA, Consolidated EBITDA or Consolidated Total Assets of the Issuer Company or the Person subject to such Limited Condition Transaction, after the LCT Test Date and at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have failed to have been exceeded satisfied as a result of such fluctuations. If the Issuer Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio event or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments on or following transaction occurring after the relevant LCT Test Date and prior to the earlier of (x) the date on which such Limited Condition Transaction is consummated or and (y) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice, as applicable, notice for such Limited Condition Transaction is terminated terminated, expires or expires passes, as applicable, without consummation of such Limited Condition Transaction (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving pro forma effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio, test or basket shall be required to be satisfied both (i) assuming such Limited Condition Transaction has not been consummated and (ii) on a Pro Forma Basis assuming such Limited Condition Transaction and any other pro forma events in connection therewith have been consummated. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement (other than any Credit Extension under the Revolving Facility) which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, or that the representations and warranties be true and correct, such condition shall, at the option of the Company, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists or that the representations and warranties are true and correct, as applicable, on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Company has made an LCT Election, and any Default, Event of Default or specified Event of Default occurs, or any representations and warranties are not true and correct, following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such ratio Default, Event of Default or basket specified Event of Default shall be calculated on a pro forma basis assuming deemed to not have occurred or be continuing and that the representations and warranties shall be deemed to be true and correct for purposes of determining whether any action being taken in connection with such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummatedis permitted hereunder.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on (i) in the case of clause (x) of the definition of Limited Condition Transaction, the date the a definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into or has been delivered(ii) in the case of clause (y) of the definition of Limited Condition Transaction, the date that the Issuer or its Restricted Subsidiary provides notice of such repayment, repurchase or refinancing of Indebtedness (clauses (i) and (ii), as applicable, the “effective date”). For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.271.5, and any Default or Event of Default occurs following the effective date the definitive agreements or irrevocable notice, as applicable, for on which the applicable Limited Condition Transaction were was entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: (1i) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Net Debt Ratio, the Consolidated Total Net Leverage Debt Ratio or Guarantor Indebtedness the Fixed Charge Coverage Ratio; or (2ii) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma Four Quarter EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the effective date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT LCA Test Date”). If, and if, after giving pro forma effect Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two four consecutive fiscal quarters of the Issuer ending prior to the LCT LCA Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If For the avoidance of doubt, if the Issuer has made an LCT LCA Election and any of the ratios ratios, baskets or baskets amounts for which compliance was determined or tested as of the LCT LCA Test Date are exceeded as a result of fluctuations in any such ratio ratio, basket or basketamount, including due to fluctuations in L2QA Pro Forma Four Quarter EBITDA of the Issuer or the Person subject to such Limited Condition TransactionTransaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such baskets baskets, ratios or ratios amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset DispositionsRestricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments 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 definitive agreement or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerCompany, be deemed satisfied, so long as no Default, Event of Default or specified Default or Event of Default, as applicable, exists on the date the (x) a definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or has been deliveredany equivalent thereof under the laws, as applicablerules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the avoidance of doubt, if the Issuer Company has exercised its option under the first sentence of this Section 4.27121, and any Default, Event of Default or specified Default or Event of Default Default, as applicable, occurs following the date the (x) a definitive agreements or irrevocable notice, as applicable, agreement for the applicable Limited Condition Transaction were was entered into into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or has been deliveredany equivalent thereof under the laws, as applicablerules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Default or Event of Default Default, as applicable, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: (1i) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Coverage Ratio, the Consolidated Net Secured Leverage Ratio or Guarantor Indebtedness Ratio; orthe Consolidated Total Leverage Ratio or any other financial measure; (2ii) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma Four Quarter Consolidated EBITDA); or (iii) any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or agreements contained in this Indenture; in each case, at the option of the Issuer Company (the IssuerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the (x) a definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or has been deliveredany equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, as applicable (the “LCT Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two four consecutive fiscal quarters Fiscal Quarters of the Company ending prior to the LCT Test Date for which consolidated financial statements of the Issuer Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under Section 405) are available, the Issuer Company could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, basket or basketamount, such ratio ratio, basket or basket amount shall be deemed to have been complied with. If For the Issuer avoidance of doubt, if the Company has made an LCT Election and any of the ratios ratios, baskets or baskets amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio ratio, basket or basketamount, including due to fluctuations in L2QA Pro Forma exchange rates or in Consolidated EBITDA of the Issuer Company or the Person subject to such Limited Condition TransactionTransaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such ratios, baskets or ratios amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, basket or basket availability amount with respect to the Incurrence or Discharge of Indebtedness or Liens, or the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer Company or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction (if an acquisition or investment) is terminated or expires without consummation of such Limited Condition Transaction, any such ratio ratio, basket or basket amount shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this the Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Company or the Affiliate Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicableinto. For the avoidance of doubt, if the Company or the Affiliate Issuer has exercised its option under the first sentence of this Section 4.274.22(a), and any Default or Event of Default occurs following the date the such definitive agreements or irrevocable notice, as applicable, agreement for the applicable a Limited Condition Transaction were is entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. . (b) In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this the Indenture which requires the calculation of any financial ratio or test, including the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this the Indenture (including baskets measured as a percentage or multiple, as applicable, of L2QA Total Assets or Pro Forma forma EBITDA); in each case, at the option of the Company or the Affiliate Issuer (the Company’s or the Affiliate Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicable (the “LCT Test Date”). If; provided, however, that the Company or the Affiliate Issuer shall be entitled to subsequently elect, in its sole discretion, the date of consummation of such Limited Condition Transaction instead of the LCT Test Date as the applicable date of determination, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) ), as if they had occurred at are appropriate and consistent with the beginning pro forma adjustment provisions set forth in the definition of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available“Pro forma EBITDA” and “Consolidated Net Leverage Ratio”, the Company, the Affiliate Issuer or any Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. . (c) If the Company or the Affiliate Issuer has made an LCT Election and any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in L2QA Pro Forma forma EBITDA or Total Assets, of the Company, the Affiliate Issuer and the Restricted Subsidiaries or the Person or assets subject to such the Limited Condition Transaction, Transaction (as if each reference to the “Company” or a “Permitted Affiliate Parent” in such definition was to such Person or assets) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Company or the Affiliate Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, test or basket availability under the Indenture (including with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, acquisitions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Company, the Affiliate Issuer or any Restricted Subsidiary or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments Subsidiary) 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio ratio, test or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this the Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerCompany, UPC NL Holdco or an Affiliate Covenant Party, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicableinto. For the avoidance of doubt, if the Issuer Company, UPC NL Holdco or an Affiliate Covenant Party has exercised its option under the first sentence of this Section 4.27paragraph, and any Default or Event of Default occurs following the date the such definitive agreements or irrevocable notice, as applicable, agreement for the applicable a Limited Condition Transaction were is entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of 59836545_7 determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this the Indenture which requires the calculation of any financial ratio or test, including the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this the Indenture (including baskets measured as a percentage or multiple, as applicable, of L2QA Total Assets or Pro Forma forma EBITDA); in each case, at the option of the Issuer Company, UPC NL Holdco or an Affiliate Covenant Party (the IssuerCompany’s , UPC NL Holdco’s or an Affiliate Covenant Party’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicable (the “LCT Test Date”). If; provided, however, that the Company, UPC NL Holdco or an Affiliate Covenant Party shall be entitled to subsequently elect, in its sole discretion, the date of consummation of such Limited Condition Transaction instead of the LCT Test Date as the applicable date of determination, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) ), as if they had occurred at are appropriate and consistent with the beginning pro forma adjustment provisions set forth in the definition of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available“Pro forma EBITDA” and “Consolidated Net Leverage Ratio”, the Issuer Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. If the Issuer Company, UPC NL Holdco or an Affiliate Covenant Party has made an LCT Election and any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in L2QA Pro Forma forma EBITDA or Total Assets, of the Issuer Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries or the Person or assets subject to such the Limited Condition TransactionTransaction (as at each reference to the “Company”, “UPC NL Holdco”, or “Affiliate Covenant Party”, as applicable), in such definition was to such Person or assets) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Company, UPC NL Holdco or an Affiliate Covenant Party has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, test or basket availability under the Indenture (including with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, acquisitions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer Company, UPC NL Holdco, an Affiliate Covenant Party, or any Restricted Subsidiary or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments Subsidiary) 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio ratio, test or basket shall be calculated on a pro forma basis assuming 59836545_7 such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which Agreement that requires that any representations and warranties are true and correct or no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerBorrower, be deemed satisfied, so long as such representations and warranties are true and correct (to the extent required by such provisions) as of, or no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, LCT Test Date (as applicable, defined below) for such Limited Condition Transaction are entered into or has been delivered, as applicableTransaction. For the avoidance of doubt, if the Issuer Borrower has exercised its option under the first sentence of this Section 4.27clause (a), and any representation and warranty shall fail to be true and correct following the LCT Test Date for the applicable Limited Condition Transaction or any Default, Event of Default or specified Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, LCT Test Date for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to or on the date of the consummation of such Limited Condition Transaction, any such failure, Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. . (b) In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: (1i) determining compliance with any provision of this Indenture Agreement which requires the calculation of the Consolidated Net Senior Secured Leverage First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Net Leverage Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio or Guarantor Indebtedness Ratiothe Consolidated EBITDA to Fixed Charges Ratio or any other ratio test (other than calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) the definition of “Applicable Margin” and (ii) Section 5.2(a)(ii)); or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which Agreement that requires that any representations and warranties are true and correct or no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerBorrower, be deemed satisfied, so long as such representations and warranties are true and correct (to the extent required by such provisions) as of, or no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, LCT Test Date (as applicable, defined below) for such Limited Condition Transaction are entered into or has been delivered, as applicableTransaction. For the avoidance of doubt, if the Issuer Borrower has exercised its option under the first sentence of this Section 4.27clause (a), and any representation and warranty shall fail to be true and correct following the LCT Test Date for the applicable Limited Condition Transaction or any Default, Event of Default or specified Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, LCT Test Date for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to or on the date of the consummation of such Limited Condition Transaction, any such failure, Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. . (b) In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: (1i) determining compliance with any provision of this Indenture Agreement which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, First Out First Lien Debt to Consolidated Net Leverage EBITDA Ratio or Guarantor Indebtedness Ratiothe Consolidated Senior Out First Lien Debt to Consolidated EBITDA Ratio (other than calculating the Consolidated First Out First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) the definition of “Commitment Fee Rate” and (ii) calculating the covenant in Section 10.10); or (2ii) testing baskets or any other calculations set forth in this Indenture Agreement (including baskets or any other calculations measured as a percentage of L2QA Pro Forma Consolidated Total Assets or Consolidated EBITDA); in each case, at the option of the Issuer Borrower, any of its Subsidiaries, a Parent Entity, or any successor entity of any of the foregoing (including a third party) (the Issuer’s “Testing Party”) (such election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), with such option to be exercised on or prior to the date of execution of the definitive documentation, submission of notice or the making of a definitive declaration, as applicable, with respect to such Limited Condition Transaction, the date of determination of whether any such action is permitted hereunder, hereunder shall be deemed to be (v) in the case of any Acquisition or other Investment (including by way of merger, amalgamation or consolidation), any Disposition or any assumption or Incurrence of Indebtedness or issuance of Capital Stock, or any transaction relating thereto, the date (or on the basis of the financial statements for the most recently ended reference period) of entry into the definitive agreements or irrevocable notice(or, as if applicable, for a binding offer or launch of a “certain funds” tender offer), for, or the date any declaration is provided or made with respect to, such Limited Condition Transaction, (w) in the case of any prepayment, redemption, repurchase, defeasance, acquisition or other payment or Refinancing of Indebtedness or Capital Stock, the date that the notice, which may be conditional, of such prepayment, redemption, repurchase, defeasance, acquisition or other payment or Refinancing of Indebtedness or Capital Stock is given, (x) in the case of any other Restricted Payment, at the time (or on the basis of the financial statements for the most recently ended reference period) of the declaration of such Restricted Payment, (y) [reserved], or (z) in the case of sales in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law or practice in other jurisdictions), the date on which a “Rule 2.7 announcement” of 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 are entered into or has been delivered(the applicable date determined pursuant to the foregoing clauses (v) through (z), as applicable (the “LCT Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the Test Period most recent two consecutive fiscal quarters ending recently ended on or prior to the applicable LCT Test Date for which consolidated financial statements of the Issuer are availableDate, the Issuer Borrower or its Subsidiaries could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, calculation or basket, such ratio ratio, calculation or basket shall be deemed to have been complied with. If For the Issuer avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios ratios, calculations or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio ratio, calculation or basket, including due to fluctuations in L2QA Pro Forma Consolidated EBITDA or Consolidated Total Assets of the Issuer Borrower, the target company or the Person subject to such Limited Condition Transaction, at on or prior to the date of consummation of the relevant transaction or action, such baskets baskets, calculations or ratios will not be deemed to have been exceeded as a result of such fluctuations and such baskets, ratios or financial metrics shall not be tested at the consummation of the Limited Condition Transaction except as contemplated in clause (a) of the immediately succeeding proviso; provided, however, that, (a) if financial statements for one or more subsequent Test Periods shall have become available, the Testing Party may elect, in its sole discretion, to re-determine all such baskets, ratios and financial metrics on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date and (b) if any ratios or financial metrics improve or baskets increase as a result of such fluctuations, such improved ratios, financial metrics or baskets may be utilized. If the Issuer Testing Party has made an LCT Election for any Limited Condition Transaction, then, in connection with any subsequent calculation of the ratios, baskets or financial metrics 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, notice or declaration for such Limited Condition Transaction is abandoned, terminated or expires without consummation of such Limited Condition Transaction, any such ratio, basket or financial metric shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated. For the avoidance of doubt, if the Testing Party has exercised its option pursuant to the foregoing and any Default or Event of Default occurs following the LCT Test Date (including any new LCT Test Date) for the applicable Limited Condition Transaction and prior to or on the date of the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed not to have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted under this Agreement. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, calculation or basket availability test with respect to the Incurrence of Indebtedness or Liens, or the making of Asset distributions or Restricted Payments, Investments, payments pursuant to Section 10.7, Dispositions, mergers, the conveyance, lease or other transfer Dispositions of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments Borrower 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 date that the definitive agreement agreement, notice or irrevocable notice, as applicable, declaration for such Limited Condition Transaction is abandoned, terminated or expires without consummation of such Limited Condition Transaction, any such ratio ratio, calculation or basket test shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection (a) Notwithstanding anything to the contrary in this Indenture, when (a) determining compliance with any action being taken in connection with a Limited Condition Transactionprovision of this Indenture which requires the calculation of the Consolidated Interest Coverage Ratio or the Consolidated Total Net Debt Ratio, for purposes of (b) determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, Default has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default therefrom or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2c) testing availability under baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDAConsolidated Net Total Assets); , in each casecase in connection with a Limited Condition Transaction, the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom, determination of compliance with any representations or warranties or the availability under any baskets shall, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”, which LCT Election may be in respect of one or more of clauses (a), the date of determination of whether any such action is permitted hereunder(b) and (c) above), shall be deemed to be the date the definitive agreements (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, . (b) If on a pro forma basis after giving pro forma effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence or issuance of Indebtedness Indebtedness, Disqualified Equity Interests or Preferred Stock and the use of proceeds thereof) ), with such ratios and other provisions calculated as if they such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent two consecutive fiscal quarters ending recently ended period prior to the LCT Test Date for which annual or quarterly consolidated financial statements of the Issuer are availableavailable (as determined in good faith by the Issuer), the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio the applicable ratios or basketother provisions, such ratio or basket provisions shall be deemed to have been complied with. If , unless an Event of Default pursuant to clauses (1), (2) and (7) (solely with respect to the Issuer has made an LCT Election and any Issuer) under Section 6.1, shall be continuing on the date such Limited Condition Transaction is consummated. (c) For the avoidance of the ratios or baskets for which compliance was determined or tested as of doubt, (i) if, following the LCT Test Date Date, any of such ratios or other provisions are exceeded or breached as a result of fluctuations in any such ratio or basket, (including due to fluctuations in L2QA Pro Forma EBITDA any components of such ratio (including due to fluctuations of the Issuer or the Person subject to such target of any Limited Condition Transaction, )) or other provisions at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets or ratios and other provisions will not be deemed to have been exceeded or failed to have been satisfied as a result of such fluctuationsfluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction, unless on such date an Event of Default pursuant to clauses (1), (2) and (7) (solely with respect to the Issuer) under Section 6.1 shall be continuing. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or ratio, basket availability or compliance with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or any other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments provision hereunder on or following the relevant LCT Test Date and prior to the earlier earliest of the date on which such Limited Condition Transaction is consummated or consummated, the date that the definitive agreement or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio ratio, basket or basket compliance with any other provision hereunder shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence or issuance of Indebtedness Indebtedness, Disqualified Equity Interests or preferred stock, and the use of proceeds thereof) have had been consummatedconsummated on the LCT Test Date. (d) Notwithstanding the foregoing, the Issuer may at any time withdraw any LCT Election, in which case any Indebtedness and Liens incurred in reliance on such LCT Election in accordance with the foregoing outstanding at such time, if any, shall be deemed to be incurred on the date of such withdrawal.

Limited Condition Transaction. In connection with determining whether any action being taken in connection with a Limited Condition TransactionTransaction and any actions or transactions related thereto (including the incurrence, issuance or assumption of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens and the making of Restricted Payments and Investments) is permitted under the Indenture, for purposes which determination requires the calculation of determining compliance with any provision of this Indenture which requires that no Default financial ratio, test or Event of Defaultbasket, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shalleach calculated on a pro forma basis, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer Company (the IssuerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into or has been delivered, as applicable (the “LCT Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could would have taken such action been permitted on the relevant LCT Test Date in compliance with such ratio or basketprovision. For the avoidance of doubt, such ratio or basket shall be deemed to have been complied with. If if the Issuer Company has made an LCT Election and Election, (1) if any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in L2QA Pro Forma EBITDA Consolidated Cash Flow of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or actionCompany, such baskets baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations. If fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the Issuer has made an LCT Election for availability under any Limited Condition Transactionratio, then test or basket in connection with any subsequent calculation of any ratio action or basket availability with respect transaction unrelated to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments on or such Limited Conditional Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or and the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice, as applicable, notice for such Limited Condition Transaction is terminated terminated, expires or expires passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio ratio, test or basket shall be calculated on a determined or tested giving pro forma basis assuming effect to such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummatedTransaction.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition TransactionTransaction and any related transactions (including any financing, Incurrence or Discharge of Indebtedness and the use of proceeds of any such Incurrence), for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition provision shall, at the option election of the IssuerCompany, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the a definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into or has been deliveredirrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and not as applicableof any later date as would otherwise be required under this Indenture. For the avoidance of doubt, if the Issuer Company has exercised its option under the first sentence of this Section 4.27120, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been deliveredirrevocable notice of redemption, as applicablerepurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for (a) For purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1i) determining compliance with any provision of this Indenture Agreement which requires the calculation of the Consolidated Interest Coverage Ratio, the Total Net Senior Secured Leverage Ratio, the Consolidated Net Leverage Ratio Total Assets or Guarantor Indebtedness the Consolidated Fixed Charge Coverage Ratio; , (ii) determining compliance with representations and warranties (other than, in the case of an acquisition or other similar Investment, certain customary “specified representations” or , at the option of the Administrative Borrower, European “certain funds” representations) or absence of Defaults or Events of Default, (2iii) testing availability under baskets set forth in this Indenture Agreement (including baskets measured as a percentage of L2QA Pro Forma Consolidated Total Assets or Consolidated EBITDA); ) or (iv) satisfying the Payment Conditions, in each case, in connection with a Limited Condition Transaction (and each transaction entered into connection therewith, including, without limitation, the incurrence of any Indebtedness, or the issuance of any shares of Disqualified Stock, the incurrence of any Liens or the making of Investments, Dividends, prepayments of Junior Debt, asset sales, transfers and dispositions, fundamental changes or the designation of any Restricted Subsidiary or Unrestricted Subsidiary), at the option of the Issuer Administrative Borrower (the IssuerAdministrative Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, hereunder shall be deemed to be (A) in the case of any acquisition or other similar Investment (including with respect to any Indebtedness to be incurred in connection therewith), either, at the Administrative Borrower’s option (x) as of the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction acquisition or other similar Investment are entered into into, (y) at the time that binding commitments to provide any Indebtedness to be incurred in connection therewith are provided or has been deliveredat the time such Indebtedness is incurred or (z) at the time of the consummation of the relevant acquisition or other similar Investment, as applicable (B) in the case of any Dividends (including with respect to any Indebtedness to be incurred in connection therewith), either, at the Administrative Borrower’s option, (x) at the time of the declaration of such Dividend, (y) at the time that binding commitments to provide any Indebtedness to be incurred in connection therewith are provided or are the time such Indebtedness is incurred or (z) at the time of the making of such Dividend, and (C) in the case of any irrevocable repayment, repurchase or redemption of Indebtedness (including with respect to any Indebtedness to be incurred in connection therewith), either, at the option of the Administrative Borrower (x) at the time of delivery of notice with respect to such repayment, repurchase or redemption, (y) at the time that binding commitments to provide any Indebtedness to be incurred in connection therewith are provided or at the time such Indebtedness is incurred or (z) at the time of the making of such repayment, repurchase or redemption (each such time described in clauses (A) through (C), the “LCT Test Date”). If, in each case, after giving effect to the relevant transaction, any related Indebtedness (including the intended use of proceeds thereof), and all other permitted pro forma adjustments on a pro forma basis, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters Test Period ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are availableDate, the Issuer Borrowers or other Restricted Subsidiaries could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, representation, warranty, absence of Defaults or basketEvents of Default, basket or Payment Condition, such ratio ratio, representation, warranty, absence of Defaults or Events of Default, basket or Payment Condition shall be deemed to have been complied with. If , provided, that (I) in the Issuer event the Administrative Borrower makes an LCT Election in connection with the making of a Dividend, a reserve shall be established in an amount no greater than the amount of such Dividend (or such lesser amount as Agent shall agree in its Permitted Discretion) at the time of making such LCT Election (such reserve, a “LCT Dividend Reserve”) and (II) the determination of or testing of a Payment Condition on an LCT Test Date in connection with a Limited Condition Transaction shall only be permitted to the extent such Limited Condition Transaction is consummated within sixty (60) days of such LCT Test Date. (b) For the avoidance of doubt, if the Administrative Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, basket (including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer target of any acquisition or the Person subject to other similar Investment that is part of such Limited Condition Transaction, ) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Administrative Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio such ratios or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments baskets 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires or such irrevocable notice is rescinded, as applicable, without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) have been consummated. Notwithstanding the foregoing, assets of the target of any acquisition or other similar Investment that is part of a Limited Condition Transaction shall not be included in the Borrowing Base until the date on which such Limited Condition Transaction is consummated. (c) Notwithstanding anything herein to the contrary (other than as set forth in Section 2.1.9(c)), this Section 1.8 shall not be applicable in determining whether the conditions precedent set forth in Section 6 have been satisfied with respect to the making of any Loan or the issuance, extension or renewal of any Letter of Credit.

Limited Condition Transaction. In connection Notwithstanding anything to the contrary herein, for purposes of (i) measuring the relevant ratios (including the First Lien Leverage Ratio (including, without limitation, for purposes of determining pro forma compliance with the Financial Covenant as a condition to effecting any action being taken such transaction), the Senior Secured Leverage Ratio, the Total Leverage Ratio, the Consolidated Interest Coverage Ratio, the amount of cash or Cash Equivalents or Consolidated Interest Expense) and baskets (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets) with respect to the incurrence of any Indebtedness (including any Incremental Facilities and Permitted Incremental Equivalent Debt but excluding Revolving Loans (provided that, for the avoidance of doubt, the term “Revolving Loans” shall not, for purposes of this sentence, include loans made pursuant to any Additional Revolving Commitment) or Liens or the making of any Permitted Acquisitions or other Investments, Dividends, Restricted Debt Payments, Asset Sales or other sales or dispositions of assets or fundamental changes, the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries, or (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default, in the case of clauses (i) and (ii), in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer Borrower has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior made an LCT Election with respect to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunderhereunder (including, in the case of calculating Consolidated EBITDA, the reference date for determining which Test Period shall be the most recently ended Test Period for purposes of making such calculation) shall be deemed to be the date the definitive agreements for (or irrevocable noticeletter of intent, as applicableor in the case of an Limited Condition Transaction that involves some other manner of establishing a binding obligation (including, for without limitation under local law), such other obligations or commitment to consummate) such Limited Condition Transaction are entered into or has been delivered, as the date the applicable Limited Condition Transaction is declared (including through public announcement) (the “LCT Test Date”). If, and if, after giving pro forma effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred (with respect to income statement items) at the beginning of of, or (with respect to balance sheet items) on the last day of, the most recent two consecutive fiscal quarters Test Period ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are availableDate, the Issuer Group Members could have taken such action on the relevant LCT Test Date in compliance with such ratio or ratio, basket, representation and warranty, or Event of Default “blocker” such ratio ratio, basket, or basket representation and warranty or Event of Default “blocker” shall be deemed to have been complied withwith (and no Default or Event of Default shall be deemed to have arisen thereafter with respect to such Limited Condition Transaction from any such failure to comply with such ratio, basket, or representation and warranty). If For the Issuer avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios ratios, baskets, Default or baskets Event of Default “blockers” or representations and warranties for which compliance was determined or tested as of the LCT Test Date are exceeded would thereafter have failed to have been satisfied as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer Consolidated EBITDA, Unrestricted Cash, Consolidated Total Funded Indebtedness or the Person subject to such Limited Condition TransactionConsolidated Total Assets or otherwise, at or prior to the consummation of the relevant transaction or action, such baskets baskets, ratios or ratios representations and warranties will not be deemed to have failed to have been exceeded satisfied as a result of such fluctuationsfluctuations or otherwise. If the Issuer Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments 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 or irrevocable noticeletter of intent, as applicable, declaration or other obligation or commitment) for such Limited Condition Transaction is terminated or expires, or the date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction expires or passes, in each case without consummation of such Limited Condition Transaction, any such ratio (other than the Financial Covenant under Section 6.08) or basket shall be calculated on a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) have been consummated. Notwithstanding the foregoing provisions of this paragraph or any other provision of this Agreement, any unfunded Commitments outstanding at any time in respect of any individual Incremental Facility pursuant to Section 2.20 established to finance an Limited Condition Transaction may be terminated only by the lenders holding more than 50% of the aggregate amount of the Commitments in respect of such Incremental Facility (or by the Administrative Agent acting at the request of such Lenders), and not, for the avoidance of doubt, automatically or by the Required Lenders or any other Lenders (or by the Administrative Agent acting at the request of the Required Lenders or any other Lenders).

Limited Condition Transaction. In connection with When calculating the availability under any action being taken in connection with a Limited Condition Transaction, for purposes of determining basket or ratio under this Indenture or compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from in connection with any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default actions or Event of Default occurs following the date the definitive agreements or irrevocable noticetransactions related thereto, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination of for availability under any such basket or ratio and whether any such action or transaction is permitted hereunder, (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default)) under this Indenture shall be deemed to be the date (the “LCT Test Date”) the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into (which in the case of any irrevocable prepayment, redemption or has been deliveredoffer to purchase Indebtedness may be the date of the notice of prepayment or redemption or transmittal of offer to purchase), as applicable (the “LCT Test Date”). Ifand if, after giving pro forma effect to the Limited Condition Transaction and the other any actions or transactions to be entered into in connection therewith related thereto (including any Incurrence acquisitions, Investments, the incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments and Restricted Payments) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are availableand any related pro forma adjustments, the Issuer could or any of its Restricted Subsidiaries would have taken been permitted to take such action actions or consummate such transactions on the relevant LCT Test Date in compliance with such ratio ratio, test or basketbasket (and any related requirements and conditions), such ratio ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied withwith (or satisfied) for all purposes (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued or incurred at the LCT Test Date or at any time thereafter); provided that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Issuer may elect, in its sole discretion, to re-determine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, tests or baskets, and (b) except as contemplated in the foregoing clause (a), compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments and Restricted Payments). If For the avoidance of doubt, if the Issuer has made an LCT Election and Election, (1) if any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in L2QA Pro Forma EBITDA or Consolidated Total Assets of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or actionsuch baskets, such baskets tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations. If , (2) if any related requirements and conditions (including as to the Issuer has made absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of an LCT Election for Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing), and (3) in calculating the availability under any Limited Condition Transactionratio, then test or basket in connection with any subsequent calculation of any ratio action or basket availability with respect transaction unrelated to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments on or such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice, as applicable, notice for such Limited Condition Transaction is terminated terminated, expires or expires passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio ratio, test or basket shall be calculated on a determined or tested giving pro forma basis assuming effect to such Limited Condition Transaction and the other transactions in connection therewith (including any Incurrence the incurrence of Indebtedness and the use of proceeds thereof) have been consummated).

Limited Condition Transaction. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerCompany or a Permitted Affiliate Parent, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicableinto. For the avoidance of doubt, if the Issuer Company or a Permitted Affiliate Parent has exercised its option under the first sentence of this Section 4.274.25(a), and any Default or Event of Default occurs following the date the such definitive agreements or irrevocable notice, as applicable, agreement for the applicable a Limited Condition Transaction were is entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. . (b) In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture the Agreement which requires the calculation of any financial ratio or test, including the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness the Consolidated Senior Secured Net Leverage Ratio; or (21) testing baskets set forth in this Indenture Agreement (including baskets measured as a percentage or multiple, as applicable, of L2QA Total Assets, Pro Forma forma EBITDA or Pro forma Non-Controlling Interest EBITDA); in each case, at the option of the Issuer Company or a Permitted Affiliate Parent (the IssuerCompany’s or a Permitted Affiliate Parent’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicable (the “LCT Test Date”). If; provided that the Company or a Permitted Affiliate Parent shall be entitled to subsequently elect, in its sole discretion, the date of consummation of such Limited Condition Transaction instead of the LCT Test Date as the applicable date of determination, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) ), as if they had occurred at are appropriate and consistent with the beginning pro forma adjustment provisions set forth in the definition of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available“Pro forma EBITDA”, “Consolidated Net Leverage Ratio” and “Consolidated Senior Secured Net Leverage Ratio”, the Issuer Company, a Permitted Affiliate Parent or any Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. . (c) If the Issuer Company or a Permitted Affiliate Parent has made an LCT Election and any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in L2QA Pro Forma forma EBITDA or Total Assets, of the Issuer Company , any Permitted Affiliate Parent and the Restricted Subsidiaries or the Person or assets subject to such the Limited Condition Transaction, Transaction (as if each reference to the “Company” or a “Permitted Affiliate Parent” in such definition was to such Person or assets) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Company or a Permitted Affiliate Parent has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, test or basket availability under this Agreement (including with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, acquisitions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer Company, a Permitted Affiliate Parent or any Restricted Subsidiary or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments Subsidiary) 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio ratio, test or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction (including any contemplated incurrence or assumption of Indebtedness in connection therewith), for purposes of: (1a) determining compliance with any provision of this Indenture which Agreement that requires the calculation of the Consolidated Net Senior Secured Leverage Ratioany financial ratio, Consolidated Net Leverage Ratio test or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture basket (including the calculation of the Incremental Cap and baskets measured as a percentage of L2QA Pro Forma EBITDAConsolidated EBITDA or Consolidated Total Assets); or (b) determining compliance with any provision of this Agreement which requires the accuracy of any representations and warranties and/or that no Default or Event of Default (or any subset of Defaults or Events of Default) shall have occurred, is continuing or would result therefrom (including the applicable conditions to the effectiveness of the establishment or incurrence of an Incremental Facility), in each case, at the option of the Issuer Company (the IssuerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), which LCT Election shall be in writing and delivered to the Administrative Agent on or prior to the date of execution of the definitive agreements or submission of irrevocable notice or, solely with respect to the 2025 Share Repurchase, the commencement of a tender offer (notwithstanding whether the 2025 Share Repurchase is consummated in its entirety in reliance on such tender offer), as applicable, with respect to such Limited Condition Transaction (it being understood and agreed that, as of the Seventh Amendment Effective Date, the Company has delivered an LCT Election with respect to the 2025 Share Repurchase), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into or has been delivered, as applicable the date irrevocable notice for such Limited Condition Transaction is given (the “LCT Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters Test Period ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are availableDate, the Issuer could Company or any of its Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratio or ratio, test, basket, representations, warranties, Defaults or Events of Default, such ratio ratio, test, basket, representations, warranties, Defaults or basket Events of Default shall be deemed to have been complied with. If For the Issuer avoidance of doubt, if the Company has made an LCT Election and any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded would have failed to have been satisfied, or any representation or warranty would have been breached, or any Default or Event of Default would have occurred, in each case as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in L2QA Pro Forma Consolidated EBITDA or Consolidated Total Assets or fluctuations of the Issuer or the Person subject to target of such Limited Condition Transaction, or as a result of any breach of representation or warranty or the occurrence of any Default or Event of Default or other event, in each case at or prior to the consummation of the relevant transaction or action, such baskets baskets, tests or ratios will not be deemed to have failed to have been exceeded satisfied as a result of such fluctuations, such representation or warranty shall not be deemed to have been breached, and (solely for the purposes of any Default or Event of Default blocker) such default or event of default shall be deemed not to have occurred. If the Issuer Company has made an LCT Election for any Limited Condition Transaction, then then, in connection with any subsequent calculation of any ratio ratio, test or basket availability (excluding determinations of actual compliance with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all Section 7.11 and determinations of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments Applicable Rate) 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 date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice, as applicable, notice for such Limited Condition Transaction is terminated terminated, expires or expires passes, as applicable, without consummation of such Limited Condition Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio ratio, test or basket shall be calculated required to be satisfied on a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no is subject to a Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event an Devent of Default occurs following the date the definitive agreements qualifier or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratioany financial ratio or test, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer Company (the IssuerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunderunder this Indenture (or any such requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default (other than with respect to any Event of Default described in clause (a), shall (b) or (i) in the definition thereof)) will be deemed to be the date the definitive agreements or irrevocable noticethe date of delivery of the notice of redemption, as applicablethe case may be, for such Limited Condition Transaction are entered into or has been delivered, as applicable the case may be (the “LCT Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction (and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are availabletherewith), the Issuer could Company or any of its Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratio or baskettest (and any related requirements and conditions), such ratio or basket shall test (and any related requirements and conditions) will be deemed to have been complied withwith (or satisfied). If Upon making an LCT Election, the Issuer Company will deliver an Officer’s Certificate to the Trustee demonstrating compliance on a pro forma basis after giving effect to such Limited Condition Transaction on such LCT Test Date with any relevant ratios or tests. For the avoidance of doubt, if the Company has made an LCT Election and any of the ratios or baskets tests for which compliance was determined or tested as of the LCT Test Date are exceeded would have failed to have been complied with as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transactiontest, at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets tests or ratios will not be deemed to have failed to have been exceeded complied with as a result of such fluctuations. If the Issuer Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability test with respect to the Incurrence incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergersRestricted Payments, the conveyancemaking of any Permitted Investment, lease or other transfer the making of all or substantially all of the assets of the Issuer any Asset Sale, or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments on or (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice, as applicable, notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Indenture, any such ratio or basket test shall be calculated required to be satisfied on a pro forma basis (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) in the case of a Restricted Payment, assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Limited Condition Transaction. In connection with any action being taken (a) Notwithstanding anything in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no to the contrary, when (i) calculating the availability under any basket, ratio or other financial test herein, (ii) determining whether any Default or Event of Default, as applicable, Default has occurred, is continuing or would result from any such action, as applicableor (iii) determining compliance with any other condition precedent to any action or transaction, in each case of clauses (i) through (iii) in connection with a Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness, Disqualified Stock or preferred stock and the use of proceeds thereof, the incurrence of Liens and Restricted Payments), the date of determination of such basket, ratio or other financial test, whether any Default or Event of Default has occurred, is continuing or would result therefrom, or the satisfaction of any other condition precedent, shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer Company (the IssuerCompany’s election to exercise such option in connection with any Limited Condition TransactionTransactions, an a “LCT Transaction Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date that the definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into (or, if applicable, the date of delivery of an irrevocable notice or has been deliveredsimilar event) (any such date, as applicable (the “LCT Transaction Test Date”). If) and such baskets, ratios or other financial tests, absence of defaults, satisfaction of conditions precedent and other provisions shall be calculated on a pro forma basis after giving pro forma effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence acquisitions, Investments, the incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock or preferred stock and the use of proceeds thereof, the incurrence of Liens and Restricted Payments) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior applicable period for purposes of determining the ability to consummate any such Limited Condition Transaction (and not for purposes of any subsequent availability of any basket or ratio), and, for the LCT Test Date for which consolidated financial statements avoidance of the Issuer are availabledoubt, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and (x) if any of the ratios such baskets or baskets for which compliance was determined ratios, absence of Default or tested as Event of the LCT Test Date Default, satisfaction of conditions precedent or other provisions are exceeded exceeded, breached or otherwise failed as a result of fluctuations in any such basket or ratio or basket, (including due to fluctuations in L2QA Pro Forma EBITDA Consolidated Cash Flow, Consolidated Non-ABL Secured Indebtedness, Consolidated Total Indebtedness, Consolidated Net Income or total assets of the Issuer Company or the Person subject target company) subsequent to such Limited Condition Transaction, date of determination and at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets or ratios ratios, absence of Default or Event of Default, satisfaction of conditions precedent and other provisions will not be deemed to have been exceeded exceeded, breached or otherwise failed as a result of such fluctuations. If fluctuations solely for purposes of determining whether the Issuer Limited Condition Transaction and related transactions (including acquisitions, Investments, the incurrence or issuance of Indebtedness, Disqualified Stock or preferred stock and the use of proceeds thereof, the incurrence of Liens and Restricted Payments) are permitted hereunder and (y) such baskets or ratios, absence of Default or Event of Default, satisfaction of conditions and other provisions shall not be tested at the time of consummation of the Limited Condition Transaction or related transactions solely for the purpose of determining whether such Limited Condition Transaction is permitted hereunder; provided, further, that if the Company has made an LCT a Transaction Election for any Limited Condition Transaction, then then, in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness any other Limited Condition Transaction or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments otherwise on or following the relevant LCT Transaction Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, unless and until such Limited Condition Transaction has been abandoned (or revoked via an Officer’s Certificate) or such definitive agreement has expired or been terminated prior to consummation thereof, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence acquisitions, Investments, the incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock or preferred stock and the use of proceeds thereof, the incurrence of Liens and Restricted Payments) have been consummated. (b) Notwithstanding anything to the contrary, the Trustee shall have no responsibility, nor shall it have any liability to the Company, any Holder or any third party, for calculating any basket, ratio or other financial test hereunder, determining whether any Default or Event of Default has occurred, is continuing or would result from any action, or determining the Company’s compliance with any other condition precedent to any action or transaction, in connection with a Limited Condition Transaction, any actions or transactions related thereto, or otherwise.

Limited Condition Transaction. In connection (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable financial ratio or test or determining other compliance with any action being taken in connection with a Limited Condition Transaction, for purposes this Agreement (including the determination of determining compliance with any provision of this Indenture Agreement which requires that no Default or Event of Default, as applicable, Default has occurred, is continuing or would result from therefrom) in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination of whether any such actionDefault or Event of Default has occurred, as applicable, such condition is continuing or would result therefrom or other applicable covenant shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be (i) in the case of a Limited Condition Transaction described in clause (i) of the definition thereof, the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been deliveredand (ii) in the case of a Limited Condition Transaction described in clause (ii) of the definition thereof, as applicable the date of giving of the irrevocable notice of redemption therefor (the “LCT Test Date”). If) and if, after such financial ratios and tests and other provisions are measured on a Pro Forma Basis after giving pro forma effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters applicable period being used to calculate such financial ratio ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are availableDate, the Issuer Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basketratios and provisions, such ratio or basket provisions shall be deemed to have been complied with; provided that at the option of the Borrower, the relevant ratios and baskets may be recalculated at the time of consummation of such Limited Condition Transaction. If For the Issuer has made an LCT Election and avoidance of doubt, (x) if any of the such financial ratios or baskets for which compliance was determined or tested as of the LCT Test Date tests are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or basket, test (including due to fluctuations in L2QA Pro Forma Consolidated EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, otherwise) at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets or financial ratios and tests and other provisions will not be deemed to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuationsfluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such financial ratios and tests and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related transaction. If For the Issuer avoidance of doubt, if the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any financial ratio or test (excluding, for the avoidance of doubt, any ratio contained in Sections 6.12 or 6.13) or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments any Limited Condition Transaction 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 or, in the case of a Limited Condition Transaction described in clause (i) thereof, the date that the definitive agreement or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement or any Loan Document, any such ratio ratio, test or basket shall be calculated required to comply with any such ratio, test or basket on a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and the other transactions in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) have been consummatedconsummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated or expires. (b) Notwithstanding anything to the contrary herein, with respect to any Indebtedness or Liens incurred in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any tests based on the Consolidated Total Leverage Ratio, Consolidated Interest Expense, Consolidated Secured Leverage Ratio, the Consolidated First Lien Secured Leverage Ratio or the Consolidated EBITDA) (any such amounts, the “Fixed Amounts”) substantially concurrently with any Indebtedness or Liens incurred in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including any tests based on the Consolidated Total Leverage Ratio, Consolidated Interest Expense, Consolidated Secured Leverage Ratio, the Consolidated First Lien Secured Leverage Ratio or the Consolidated EBITDA) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the incurrence of the Incurrence-Based Amounts.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition TransactionTransaction and any related transactions (including any financing, Incurrence or Discharge (as defined in the definition of Consolidated Coverage Ratio) of Indebtedness and the use of proceeds of any such Incurrence), for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option election of the IssuerCompany, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the a definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into or has been deliveredirrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and not as applicableof any later date as would otherwise be required under this Indenture. For the avoidance of doubt, if the Issuer Company has exercised its option under the first sentence of this Section 4.27120, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been deliveredirrevocable notice of redemption, as applicablerepurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: (1i) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Coverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio or Guarantor Indebtedness Ratio; orany amount based on Consolidated Tangible Assets; (2ii) testing determining compliance with any baskets or ratios set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDAConsolidated Tangible Assets); or (iii) determining whether any such Limited Condition Transaction and any related transactions (including any financing, Incurrence or Discharge of Indebtedness and the use of proceeds of any such Incurrence) complies with the covenants or agreements contained in this Indenture; in each case, at the option of the Issuer Company (the IssuerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction and the other any related transactions to be entered into in connection therewith (including any Incurrence or Discharge of Indebtedness and the use of proceeds thereofof any such Incurrence) as if they had occurred at the beginning of the most recent two four consecutive fiscal quarters of the Company ending prior to the LCT Test Date for which consolidated financial statements of the Issuer Company are available, the Issuer Company could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If For the Issuer avoidance of doubt, if the Company has made an LCT Election and any of the ratios ratios, baskets or baskets amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such basket, ratio or basket, amount (including due to fluctuations in L2QA Pro Forma Consolidated EBITDA or Consolidated Tangible Assets of the Issuer Company or the Person subject to such Limited Condition Transaction, Transaction or any applicable currency exchange rate) subsequent to such date of calculation or determination and at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets basket, ratio or ratios amount will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Company has made an LCT Election for any Limited Condition TransactionTransaction permitted under this Indenture, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset DispositionsRestricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer Company or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction expires or is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other any related transactions in connection therewith (including any Incurrence or Discharge of Indebtedness and the use of the proceeds of such Incurrence thereof) have been consummated.

Limited Condition Transaction. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerCompany or a Permitted Affiliate Parent, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicable. into. (b) For the avoidance of doubt, if the Issuer Company or a Permitted Affiliate Parent has exercised its option under the first sentence of this Section 4.274.25(a), and any Default or Event of Default occurs following `the date the such definitive agreements or irrevocable notice, as applicable, agreement for the applicable a Limited Condition Transaction were is entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. 63140965_9 (c) In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture the Agreement which requires the calculation of any financial ratio or test, including the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture Agreement (including baskets measured as a percentage or multiple, as applicable, of L2QA Total Assets or Pro Forma forma EBITDA); in each case, at the option of the Issuer Company or a Permitted Affiliate Parent (the IssuerCompany’s or a Permitted Affiliate Parent’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements agreement (or irrevocable notice, as applicable, other relevant definitive documentation) for such Limited Condition Transaction are is entered into or has been delivered, as applicable (the “LCT Test Date”). If; provided, however, that the Company or a Permitted Affiliate Parent shall be entitled to subsequently elect, in its sole discretion, the date of consummation of such Limited Condition Transaction instead of the LCT Test Date as the applicable date of determination, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) ), as if they had occurred at are appropriate and consistent with the beginning pro forma adjustment provisions set forth in the definition of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available“Pro forma EBITDA” and “Consolidated Net Leverage Ratio”, the Issuer Company, a Permitted Affiliate Parent or any Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.274.25, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of:: 106 EU-DOCS\26039728.6 (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Ratio or Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection with With respect to any action being taken in connection with a Limited Condition TransactionTransaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Debt, Disqualified Equity Interests or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) or similar Investment for which the Company or any of its Restricted Subsidiaries may not terminate its obligations due to a lack of financing for such Limited Condition Transaction (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise) as applicable, for purposes of determining determining: (1) whether any Debt (including Acquired Debt) that is being incurred in connection with such Limited Condition Transaction is permitted to be incurred in compliance with the Section 4.11; (2) whether any provision Lien being incurred in connection with such Limited Condition Transaction or to secure any such Debt is permitted to be incurred in accordance with Section 4.14 or the definition of “Permitted Liens”; (3) whether such Limited Condition Transaction complies with the covenants or agreements contained in this Indenture which requires that no or the Notes; and (4) any calculation of the Collateral Coverage Ratio, Consolidated Total Leverage Ratio, Consolidated Total Debt, Consolidated Net Income, Consolidated Amortization Expense, Consolidated Depreciation Expense, Consolidated Interest Expense, Consolidated Secured Debt, EBITDA, Loan Collateral, Loan Collateral Fair Market Value and, whether a Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shallDefault exists in connection with the foregoing, at the option of the IssuerCompany, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date that the definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into or has been delivered(the “Transaction Agreement Date”) may be used as the applicable date of determination, as applicablethe case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Collateral Coverage Ratio”. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following Company elects to use the date of the definitive agreements agreement for such Limited Condition Transaction as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or irrevocable noticechange in the Collateral Coverage Ratio, Consolidated Total Leverage Ratio, Consolidated Total Debt, Consolidated Net Income, Consolidated Amortization Expense, Consolidated Depreciation Expense, Consolidated Interest Expense, Consolidated Secured Debt, EBITDA, Loan Collateral, Loan Collateral Fair Market Value and/or any component definition of any of the foregoing of the Company and its Restricted Subsidiaries or the Company and the Subsidiary Guarantors, as applicable, for the applicable Limited Condition target business or assets to be acquired subsequent to the Transaction were entered into Agreement Date and at or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall will not be deemed to not have occurred or be continuing taken into account for purposes of determining whether any action Debt or Lien that is being taken incurred in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken to be incurred or in connection with a Limited Condition Transaction for purposes of: (1) determining compliance by the Company or any of the Restricted Subsidiaries with any other provision of this Indenture which requires or the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio Notes or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option any other transaction undertaken in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction and (b) until such Limited Condition Transaction is consummated or such definitive agreements are entered into or has been deliveredterminated, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the such Limited Condition Transaction and the other all transactions proposed to be entered into undertaken in connection therewith (including the incurrence of Debt and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Debt and Liens unrelated to such Limited Condition Transaction) that are consummated after the Transaction Agreement Date and on or prior to the consummation of such Limited Condition Transaction and any Incurrence such transactions (including any incurrence of Indebtedness Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall will be deemed to have been complied with. If occurred on the Issuer has made an LCT Election date the definitive agreements are entered and outstanding thereafter for purposes of calculating any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result under this Indenture after the date of such fluctuations. If agreement and before the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction; provided that in connection with the making of Restricted Payments, the calculation of Consolidated Net Income (and any such ratio or basket shall be calculated on defined term a pro forma basis assuming component of which is Consolidated Net Income) will not, in any case, assume such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have has been consummated.

Limited Condition Transaction. In Notwithstanding anything to the contrary herein or in any other Notes Document, in connection with any action being required to be taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Defaultof: (i) calculating the Consolidated Priority Secured Debt Ratio, as applicableConsolidated Secured Debt Ratio, has occurredConsolidated Total Debt Ratio, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, Fixed Charge Coverage Ratio and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: other financial calculations; (1ii) determining compliance with any provision Defaults or Events of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio Defaults; or Guarantor Indebtedness Ratio; or (2iii) testing availability under covenant baskets set forth in this Indenture (including covenant baskets measured as a percentage of L2QA Pro Forma EBITDAConsolidated Total Assets); , in each case, at the option of the Issuer Company (the IssuerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into or has been delivered, as applicable (the “LCT Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions required to be entered into in connection therewith (including any Incurrence incurrence or repayment of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters test period ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are availableDate, the Issuer Company could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with; provided that availability under any ratio and the determination of whether the relevant condition is satisfied may in any event be recalculated, at the option of the Company, on the closing date of the Limited Condition Transaction. If For the Issuer avoidance of doubt, if the Company has made an LCT Election and any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer Company or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets baskets, tests or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, test or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments on or any transaction required to be entered into in connection with such Limited Condition Transaction 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether any such ratio required transaction is permitted under this Indenture or any other Notes Document, any such ratio, test or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) have been consummated. If the Company has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any other ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments (subject to the proviso at the end of this sentence), the making of any Permitted Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Company, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary, in each case, not required to be entered into in connection with the applicable Limited Condition Transaction (a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of (x) the date on which such Limited Condition Transaction is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction (or the date on which the Company demonstrates to the Trustee that it has elected not to pursue such Limited Condition Transaction), for purposes of determining whether such Subsequent Transaction is permitted under this Indenture, any such ratio, test or basket shall be required to be satisfied on a pro forma basis assuming such Limited Condition Transaction and other transactions required to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, in the case of Restricted Payments (other than Investments) such ratio tests and baskets will be tested both as if such transaction had been consummated and as if such transaction had not been consummated.

Limited Condition Transaction. In connection with When calculating the availability under any action being taken in connection with a Limited Condition Transaction, for purposes of determining basket or ratio under this Indenture or compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from in connection with any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default actions or Event transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Default occurs following Indebtedness and the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation use of the Consolidated Net Senior Secured Leverage Ratioproceeds thereof, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage the Incurrence of L2QA Pro Forma EBITDALiens, repayments, Restricted Payments and Asset Dispositions); , in each case, at the option of the Issuer Company (the IssuerCompany’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination of for availability under any such basket or ratio and whether any such action or transaction is permitted hereunder, (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or Event of Default)) under this Indenture shall be deemed to be the date (the “LCT Test Date”) the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into (or, if applicable, the date of delivery of an irrevocable notice, declaration of a dividend or has been delivered, as applicable (the “LCT Test Date”). Ifsimilar event) and if, after giving pro forma effect to the Limited Condition Transaction and the other any actions or transactions to be entered into in connection therewith related thereto (including any acquisitions, Investments, the Incurrence or issuance of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) and any related pro forma adjustments, the Company or any of its Restricted Subsidiaries would have taken been permitted to take such action actions or consummate such transactions on the relevant LCT Test Date in compliance with such ratio ratio, test or basketbasket (and any related requirements and conditions), such ratio ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied withwith (or satisfied) for all purposes; provided that (a) compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Indebtedness and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) and (b) Consolidated EBITDA for purposes of the Consolidated Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Company in good faith. If For the Issuer avoidance of doubt, if the Company has made an LCT Election and Election, (1) if any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in L2QA Pro Forma Consolidated EBITDA or Consolidated Total Assets of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or actionCompany (as applicable), such baskets baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations. If fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the Issuer has made an LCT Election for availability under any Limited Condition Transactionratio, then test or basket in connection with any subsequent calculation of any ratio action or basket availability with respect transaction unrelated to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments on or such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or and the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice, as applicable, notice for such Limited Condition Transaction is terminated terminated, expires or expires passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio ratio, test or basket shall be calculated on a determined or tested giving pro forma basis assuming effect to such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummatedTransaction.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerCompany, be deemed satisfied, so long as no Default, Event of Default or specified Default or Event of Default, as applicable, exists on the date the (x) a definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or has been deliveredany equivalent thereof under the laws, as applicablerules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the avoidance of doubt, if the Issuer Company has exercised its option under the first sentence of this Section 4.27121, and any Default, Event of Default or specified Default or Event of Default Default, as applicable, occurs following the date the (x) a definitive agreements or irrevocable notice, as applicable, agreement for the applicable Limited Condition Transaction were was entered into into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or has been deliveredany equivalent thereof under the laws, as applicablerules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Default or Event of Default Default, as applicable, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: (1i) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Coverage Ratio, the Consolidated Net Secured Leverage Ratio or Guarantor Indebtedness Ratio; orthe Consolidated Total Leverage Ratio or any other financial measure; (2ii) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma Consolidated Tangible Assets or Four Quarter Consolidated EBITDA); or (iii) any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or agreements contained in this Indenture; in each case, at the option of the Issuer Company (the IssuerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the (x) a definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or has been deliveredany equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, as applicable (the “LCT Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two four consecutive fiscal quarters of the Company ending prior to the LCT Test Date for which consolidated financial statements of the Issuer Company (or, any Parent or IPO Vehicle whose financial statements satisfy the Company’s reporting obligations under Section 405) are available, the Issuer Company could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, basket or basketamount, such ratio ratio, basket or basket amount shall be deemed to have been complied with; provided that (1) if financial statements for one or more subsequent fiscal years or quarters shall have been delivered pursuant to the Company’s reporting obligations under Section 405 or Opco’s reporting obligations under Section 405 of the Opco Senior Notes Indenture, the Company may elect, in its sole discretion, to re-determine all such ratios, baskets or amounts on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable effective date for purposes of such ratios, baskets or amounts, (2) except as contemplated in the foregoing clause (1), compliance with such ratios, baskets or amounts (and any related requirements and conditions) shall not be determined or tested at any time after the applicable effective date for such Limited Condition Transaction and any actions or transactions related thereto (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) and (3) Consolidated Interest Expense for purposes of the Consolidated Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as determined by the Company in good faith, which determination shall be conclusive. If For the Issuer avoidance of doubt, if the Company has made an LCT Election and any of the ratios ratios, baskets or baskets amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio ratio, basket or basketamount, including due to fluctuations in L2QA Pro Forma exchange rates or in Consolidated EBITDA or Consolidated Tangible Assets of the Issuer Specified Entity or the Person subject to such Limited Condition TransactionTransaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such ratios, baskets or ratios amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, basket or basket availability amount with respect to the Incurrence or Discharge of Indebtedness or Liens, or the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer Company or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which (1) such Limited Condition Transaction is consummated or consummated, (2) the definitive agreement for, or irrevocable noticefirm offer in respect of, as applicable, for such Limited Condition Transaction (in the case of an acquisition or Investment) is terminated or expires without consummation of such Limited Condition TransactionTransaction or (3) such notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is revoked or expires without consummation, any such ratio ratio, basket or basket amount shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection with Notwithstanding anything in this Agreement or any action being taken Loan Document to the contrary, when (a) calculating any applicable ratio or basket (including any basket based on Total Net Debt or EBITDAX) in connection with the incurrence of Debt, the issuance of any Disqualified Capital Stock or preferred equity interest, the creation of Liens, the making of any Disposition, the making of an Investment, the making of a Limited Condition TransactionRestricted Payment, for purposes the designation of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary or the Redemption of Debt or Disqualified Capital Stock or preferred equity interests, (b) determining compliance with the accuracy of any provision of this Indenture which requires that no representation or warranty or (c) determining whether any Default or Event of Default (other than a Specified Event of Default, as applicable, ) has occurred, is continuing or would result from any such action, as applicablein each case of clauses (a) through (c) in connection with a Limited Condition Transaction, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date of determination of such ratio or basket, the definitive agreements accuracy of such representation or irrevocable noticewarranty (but taking into account any earlier date specified therein), as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and whether any Default or Event of Default occurs following (other than a Specified Event of Default to the date extent expressly set forth herein to the definitive agreements contrary) has occurred, is continuing or irrevocable noticewould result therefrom shall, as applicableat the election of the Borrower, for which election may be revoked by the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and Borrower at any time prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such the Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be (i) the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or, in case of a takeover offer, the date on which such offer is announced or has been (ii) the date an irrevocable notice for Redemption of Debt or Disqualified Capital Stock or preferred equity interests or declaration of a Restricted Payment (as applicable) is delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to ; provided that the consummation of any Limited Condition Transaction and constituting a Disposition shall occur not more than sixty (60) days after the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning execution of the most recent two consecutive fiscal quarters ending prior to definitive agreement with respect thereto. For the avoidance of doubt, (A) if any ratio or basket is exceeded, any representation or warranty breached, or any Default or Event of Default (other than a Specified Event of Default) has occurred and is continuing following the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, (including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer Total Net Debt and EBITDAX), a change in facts and circumstances or the Person subject to such Limited Condition Transaction, other provisions at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets ratio or ratios basket, the accuracy of such representation or warranty (but taking into account any earlier date specified therein), and the determination of whether any Default or Event of Default (other than a Specified Event of Default) has occurred, is continuing or would result therefrom, in each case, will not be deemed to have been exceeded exceeded, breached, or otherwise failed as a result of such fluctuationsfluctuations or changed circumstances solely for purposes of determining whether the Limited Condition Transaction and any related transactions are permitted hereunder and (B) such ratio or basket, the accuracy of such representations or warranties, and whether any Default or Event of Default (other than a Specified Event of Default) has occurred or is continuing or would result therefrom, in each case, shall not be tested at the time of consummation of such Limited Condition Transaction (other than the occurrence of a Specified Event of Default). If the Issuer Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 consummated, the date that the definitive agreement or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated the date on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and which the use of proceeds thereof) have been consummated.irrevocable notice

Limited Condition Transaction. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicableapplicable (including, without limitation, for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary and an Unrestricted Subsidiary as a Restricted Subsidiary), such condition shall, at the option of the IssuerBorrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on (A) in the case of a Limited Condition Acquisition, the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into into, and (B) in the case of any redemption or has been deliveredrepayment of Indebtedness requiring irrevocable advance notice of or any irrevocable offer to purchase Indebtedness that is not subject to obtaining financing, as applicablethe date of such irrevocable advance notice or irrevocable offer. For the avoidance of doubt, if the Issuer Borrower has exercised its option under the first sentence of this Section 4.271.06, and any Default or Default, Event of Default or Specified Event of Default that occurs following (A) in the case of a Limited Condition Acquisition, the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction Acquisition were entered into or has been delivered(B) in all other cases, as applicablethe date of the applicable declaration, irrevocable advance notice, or irrevocable offer, and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or Specified Event of Default shall be deemed to not have occurred or be continuing solely for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party set forth in this Agreement or in any other Loan Document be true and correct, such condition shall be deemed satisfied, so long as (x) the representations and warranties in this Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier therein) as of (A) in the case of a Limited Condition Acquisition the date of execution of the definitive agreement(s) for such Limited Condition Transaction and (B) in all other cases, the date of the applicable declaration, irrevocable advance notice or irrevocable offer and (y) in the case of a Limited Condition Acquisition, customary “specified representations” and “specified acquisition agreement representations” are true and correct in all material respects (without duplication of any materiality qualifier therein), at the time of, and immediately after giving effect to, the consummation of such Limited Condition Transaction, and neither the Borrower nor any other Loan Party shall be required to bring down any other representation or warranty as a condition to the consummation of such Limited Condition Transaction (or the incurrence of any Indebtedness and any other ancillary transaction consummated in connection with such Limited Condition Transaction). (b) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (1i) determining compliance with any provision of this Indenture Agreement which requires pro forma compliance with the financial covenants set forth in Section 6.01 or calculation of the Consolidated Net Leverage Ratio or Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2ii) testing baskets set forth in this Indenture Agreement (including baskets provisions measured as a percentage of L2QA Pro Forma EBITDAConsolidated Total Assets); in each case, at the option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be (A) in the case of a Limited Condition Acquisition, the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into and (B) in all other cases, the date of the applicable declaration, irrevocable advance notice or has been deliveredirrevocable offer (such date, as applicable (the “LCT Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT applicable Test Date for which consolidated financial statements of the Issuer are availablePeriod, the Issuer Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If For the Issuer avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations after such LCT Test Date in any such ratio or basket, including due to fluctuations after such LCT Test Date in L2QA Pro Forma Adjusted Consolidated EBITDA of the Issuer Borrower or the Person subject to such Limited Condition TransactionTransaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence incurrence of Indebtedness or Liens, or the making of Investments, Restricted Payments, Asset DispositionsSales, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer fundamental changes under Section 6.05 or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or, (A) in the case of a Limited Condition Acquisition, the definitive agreement or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition TransactionTransaction or (B) in all other cases, the Limited Condition Transaction is terminated without consummation, any such ratio or basket (other than for purposes of determining compliance with the financial covenants set forth in Section 6.01 as of the end of any fiscal quarter) shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) have been consummated. (c) Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, any Lender may exchange, continue or roll over all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

Limited Condition Transaction. In connection with With respect to any action being taken in connection with a Limited Condition TransactionTransaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Debt, Disqualified Equity Interests or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) or similar Investment for which the Company or any of its Restricted Subsidiaries may not terminate its obligations due to a lack of financing for such Limited Condition Transaction (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise) as applicable, for purposes of determining determining: (1) whether any Debt (including Acquired Indebtedness) that is being incurred in connection with such Limited Condition Transaction is permitted to be incurred in compliance with the Section 4.11; (2) whether any provision Lien being incurred in connection with such Limited Condition Transaction or to secure any such Debt is permitted to be incurred in accordance with Section 4.14 or the definition of “Permitted Liens”; (3) whether such Limited Condition Transaction complies with the covenants or agreements contained in this Indenture which requires that no or the Notes; and (4) any calculation of the Borrowing Base, Collateral Coverage Ratio, Consolidated Net Income, Consolidated Amortization Expense, Consolidated Depreciation Expense, Consolidated Interest Expense, Consolidated Secured Debt, EBITDA, Loan Collateral, Loan Collateral Fair Market Value, Secured Net Leverage Ratio, Fixed Charge Coverage Ratio and, whether a Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shallDefault exists in connection with the foregoing, at the option of the IssuerCompany, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date that the definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into or has been delivered(the “Transaction Agreement Date”) may be used as the applicable date of determination, as applicablethe case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Collateral Coverage Ratio”. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following Company elects to use the date of the definitive agreements agreement for such Limited Condition Transaction as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or irrevocable noticechange in the Borrowing Base, Collateral Coverage Ratio, Consolidated Net Income, Consolidated Amortization Expense, Consolidated Depreciation Expense, Consolidated Interest Expense, Consolidated Secured Debt, EBITDA, Loan Collateral, Loan Collateral Fair Market Value, Secured Net Leverage Ratio, Fixed Charge Coverage Ratio and/or any component definition of any of the foregoing of the Company and its Restricted Subsidiaries or the Company and the Subsidiary Guarantors, as applicable, for the applicable Limited Condition target business or assets to be acquired subsequent to the Transaction were entered into Agreement Date and at or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall will not be deemed to not have occurred or be continuing taken into account for purposes of determining whether any action Debt or Lien that is being taken incurred in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken to be incurred or in connection with a Limited Condition Transaction for purposes of: (1) determining compliance by the Company or any of the Restricted Subsidiaries with any other provision of this Indenture which requires or the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio Notes or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option any other transaction undertaken in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction and (b) until such Limited Condition Transaction is consummated or such definitive agreements are entered into or has been deliveredterminated, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the such Limited Condition Transaction and the other all transactions proposed to be entered into undertaken in connection therewith (including the incurrence of Debt and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Debt and Liens unrelated to such Limited Condition Transaction) that are consummated after the Transaction Agreement Date and on or prior to the consummation of such Limited Condition Transaction and any Incurrence such transactions (including any incurrence of Indebtedness Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall will be deemed to have been complied with. If occurred on the Issuer has made an LCT Election date the definitive agreements are entered and outstanding thereafter for purposes of calculating any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result under this Indenture after the date of such fluctuations. If agreement and before the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction; provided that in connection with the making of Restricted Payments, the calculation of Consolidated Net Income (and any such ratio or basket shall be calculated on defined term a pro forma basis assuming component of which is Consolidated Net Income) will not, in any case, assume such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have has been consummated.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition TransactionTransaction and any related transactions (including any financing thereof), for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, Default has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, Default exists on (i) in the case of clause (x) of the definition of Limited Condition Transaction, the date the a definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into into, (ii) in the case of clause (y) of the definition of Limited Condition Transaction, the date that the Issuer or has been deliveredits Restricted Subsidiary provides notice or declaration of such Investment or Restricted Payment or (iii) in the case of clause (z) of the definition of Limited Condition Transaction, the date that the Issuer or its Restricted Subsidiary provides notice of such repayment, repurchase or refinancing of Indebtedness (clauses (i), (ii) and (iii), as applicable, the “effective date”) and not any later date as would otherwise be required under this Indenture. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.271.5, and any Default or Event of Default occurs following the effective date the definitive agreements or irrevocable notice, as applicable, for on which the applicable Limited Condition Transaction were was entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: (1i) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Net Debt Ratio, the Consolidated Total Net Leverage Debt Ratio or Guarantor Indebtedness the Fixed Charge Coverage Ratio; or (2ii) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma Four Quarter EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the effective date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, and if, after giving pro forma effect Pro Forma Effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two four consecutive fiscal quarters of the Issuer ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If For the avoidance of doubt, if the Issuer has made an LCT Election and any of the ratios ratios, baskets or baskets amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio ratio, basket or basketamount, including due to fluctuations in L2QA Pro Forma Four Quarter EBITDA of the Issuer or the Person subject to such Limited Condition TransactionTransaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such baskets baskets, ratios or ratios amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset DispositionsRestricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection with Notwithstanding anything in this Agreement or any action being taken Loan Document to the contrary, when (a) calculating any applicable ratio or basket (including any basket based on ACNTA, Total Net Indebtedness, Consolidated EBITDAX or Specified PV-9) in connection with the incurrence of Indebtedness, the issuance of any Disqualified Stock or preferred equity interest, the creation of Liens, the making of any Disposition, the making of an Investment, the making of a Limited Condition TransactionRestricted Payment, for purposes the designation of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary or the Redemption of Indebtedness or Disqualified Stock or preferred equity interests, (b) determining compliance with the accuracy of any provision of this Indenture which requires that no representation or warranty, (c) determining whether any Default or Event of Default (other than a Specified Event of Default, as applicable, ) has occurred, is continuing or would result from any such action, as applicableor (d) determining compliance with any other condition to any action or transaction, such condition shallin each case of clauses (a) through (d) in connection with a Limited Condition Transaction, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date of determination of such ratio or basket, the definitive agreements accuracy of such representation or irrevocable noticewarranty (but taking into account any earlier date specified therein), as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and whether any Default or Event of Default occurs following (other than a Specified Event of Default to the date extent expressly set forth herein to the definitive agreements contrary) has occurred, is continuing or irrevocable noticewould result therefrom, as applicableor the satisfaction of any other condition shall, for at the applicable Limited Condition Transaction were entered into or has been deliveredelection of the Borrower, as applicable, and which election may be revoked by the Borrower at any time prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such the Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be (i) the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or, in case of a takeover offer, the date on which such offer is announced or has been (ii) the date an irrevocable notice for Redemption of Indebtedness or Disqualified Stock or preferred equity interests or declaration of a Restricted Payment (as applicable) is delivered, as applicable (the “LCT Test Date”); provided that the consummation of any Limited Condition Transaction constituting a Disposition shall occur not more than sixty (60) days after the execution of the definitive agreement with respect thereto. If, If on a pro forma basis after giving pro forma effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) such ratios, amounts, representations and warranties, absence of defaults, satisfaction of conditions and other provisions are calculated as if they such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent two consecutive fiscal quarters applicable Fiscal Quarter ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are availableDate, the Issuer Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio the applicable ratios, amounts or basketother provisions, such ratio or basket provisions shall be deemed to have been complied with, unless a Specified Event of Default shall be continuing on the date such Limited Condition Transaction is consummated. If For the Issuer has made an LCT Election and avoidance of doubt, (A) if any of the ratios such ratios, amounts, representations and warranties, absence of defaults, satisfaction of conditions or baskets for which compliance was determined or tested as of the LCT Test Date other provisions are exceeded or breached as a result of fluctuations in any such ratio or basket, (including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer ACNTA, Total Net Indebtedness, Consolidated EBITDAX or the Person subject to such Limited Condition TransactionSpecified PV-9), a change in facts and circumstances or other provisions at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets or ratios ratios, representations and warranties, absence of defaults, satisfaction of conditions precedent and other provisions will not be deemed to have been exceeded exceeded, breached, or otherwise failed as a result of such fluctuationsfluctuations or changed circumstances solely for purposes of determining whether the Limited Condition Transaction and any related transactions is permitted hereunder and (B) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction (other than the occurrence of a Specified Event of Default). If the Issuer Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 consummated, the date that the definitive agreement or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires or the date on which the irrevocable notice has expired, without consummation of such Limited Condition TransactionTransaction (as applicable), any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture Agreement which requires that no Default or, Event of Default, specified Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerBorrower, be deemed satisfied, so long as no Default or, Event of Default, specified Default or specified Event of Default, as applicable, exists on the date the the(x) a definitive agreements or irrevocable notice, as applicable, agreementsagreement for such Limited Condition Transaction are areis entered into or has been deliveredirrevocable, as applicable(y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the avoidance of doubt, if the Issuer Borrower has exercised its option under the first sentence of this Section 4.27clause (a), and any Default or or, Event of Default, specified Default or specified Event of Default, as applicable, occurs following the date the the(x) a definitive agreements or irrevocable notice, as applicable, agreementsagreement for the applicable Limited Condition Transaction were werewas entered into or has been deliveredirrevocable, as applicable(y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition Transaction, any such Default or or, Event of Default, specified Default or specified Event of Default, as applicable, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. 1005940296v112 (b) In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: (1i) determining compliance with any provision of this Indenture Agreement which requires the calculation of the Consolidated Net Fixed Charge Coverage Ratio or, the First Lien Indebtedness to EBITDA Ratio, the Senior Secured Leverage Indebtedness to EBITDA Ratio, Consolidated Net Leverage ; or the Total Indebtedness to EBITDA Ratio or Guarantor Indebtedness Ratio; orany other financial measure; (2ii) testing baskets set forth in this Indenture Agreement (including baskets measured as a percentage of L2QA Pro Forma EBITDAConsolidated Tangible AssetsEBITDA); or (iii) any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or agreements contained in this Agreement; in each case, at the option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the the(x) a definitive agreements or irrevocable notice, as applicable, agreementsagreement for such Limited Condition Transaction are areis entered into or has been deliveredirrevocable, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, as applicable (the “LCT Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence incurrenceIncurrence or discharge of Indebtedness and Liens and the use of proceeds thereofof such incurrencethereof) as if they had occurred at the beginning of the most recent two four consecutive fiscal quarters of the Borrower ending prior to the LCT Test Date for which consolidated financial statements of the Issuer Borrower are available, the Issuer Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio ratio, basket or basketamount, such ratio ratio, basket or basket amount shall be deemed to have been complied with; provided that (a) if financial statements for one or more subsequent fiscal years or quarters shall have been delivered pursuant to Section 6.01(a) or 6.01(b) prior to the date on which such Limited Condition Transaction is consummated, the Borrower may elect, in its sole discretion, to re-determine all such ratios, baskets or amounts on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, baskets or amounts and (b) except as contemplated in the foregoing clause (a), compliance with such ratios, baskets or amounts (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including any Incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof). If For purposes of determining compliance with any ratio, basket or amount on the Issuer 1005940296v112 applicable LCT Test Date, Consolidated Interest Expense for purposes of the Fixed Charge Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as determined by the Borrower in good faith, which determination shall be conclusive. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios ratios, baskets or baskets amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or, basket or basketamount, including due to fluctuations in L2QA Pro Forma exchange rates or in EBITDA or Consolidated Tangible Assets of the Issuer Borrower or the Person subject to such Limited Condition TransactionTransaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such baskets, ratios, baskets or ratios amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, basket or basket availability amount with respect to the Incurrence incurrence ofIncurrence or discharge of Indebtedness or Liens, or the making of Restricted Payments, Asset DispositionsSales, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer Borrower or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which (1) such Limited Condition Transaction is consummated or or, (2) the definitive agreement for, or irrevocable noticefirm offer in respect of, as applicable, for such Limited Condition Transaction (if an acquisition or investment) is terminated or expires without consummation of such Limited Condition TransactionTransaction or (3) such notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is revoked or expires without consummation, any such ratio ratio, basket or basket amount shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence incurrenceIncurrence or discharge of Indebtedness and Liens and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of of: (a) determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date (the “LCT Determination Date”) (x) a definitive agreements or irrevocable notice, as applicable, agreement for such Limited Condition Transaction are is entered into into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or has been deliveredany equivalent thereof under laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and not as applicable. For of any later date as would otherwise be required under this Indenture (it being understood that, for the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.271.5(a), and any Default or Event of Default occurs following the effective date the definitive agreements or irrevocable notice, as applicable, for on which the applicable Limited Condition Transaction were was entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of:); and (1i) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Debt Ratio, the Consolidated Net Leverage Total Debt Ratio or Guarantor Indebtedness Ratiothe Fixed Charge Coverage Ratio or any other financial measure, or any amount based on Total Assets, Four Quarter EBITDA or a percentage of Total Assets or Four Quarter EBITDA, or any other determination under any basket or ratio under this Indenture; or (2ii) testing baskets set forth any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or agreements contained in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA)Indenture; in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT LCA Election”), may be made as of the date of determination of whether any such action is permitted hereunderLCT Determination Date, shall and, to the extent so made, will not be deemed required to be made at any later date as would otherwise be required under this Indenture; provided that (1) the date the definitive agreements or irrevocable notice, as applicable, for determinations in clauses (a) and (b) shall give Pro Forma Effect to such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other any related transactions to be entered into in connection therewith (including any Incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are availableand, the Issuer could have taken such action on the relevant LCT Test Date in (2) compliance with such ratio ratios, baskets or basketamounts (and any related requirements and conditions) shall not be determined or tested at any time after the LCT Determination Date for such Limited Condition Transaction and any actions or transactions related thereto (including any Incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof). For purposes of determining compliance with any ratio, basket or amount on the LCT Determination Date, Consolidated Interest Expense for purposes of the Fixed Charge Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such ratio or basket Indebtedness or, if no such indicative interest margin exists, as determined by the Issuer in good faith, which determination shall be deemed to have been complied withconclusive. If For the avoidance of doubt, if the Issuer has made an LCT LCA Election and any of the ratios ratios, baskets or baskets amounts for which compliance was determined or tested as of the LCT Test Determination Date are exceeded as a result of fluctuations in any such ratio ratio, basket or basketamount, including due to fluctuations in L2QA Pro Forma Consolidated EBITDA of the Issuer or the Person subject to such Limited Condition TransactionTransaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such baskets baskets, ratios or ratios amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, basket or basket availability with respect to amount (unless the Incurrence of Indebtedness or Liensdefinitive agreement for, or the making of Asset Dispositionsfirm offer in respect of, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 (in the case of an acquisition or the definitive agreement or irrevocable notice, as applicable, for such Limited Condition Transaction Investment) is terminated or expires without its consummation or such notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment is revoked or expires without consummation) shall be calculated both (1) giving Pro Forma Effect to such Limited Condition Transaction, Transaction and any such ratio related transactions (including any Incurrence or basket shall be calculated on a pro forma basis discharge of Indebtedness and Liens and the use of proceeds thereof) and (2) assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof) have not been consummated.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerCompany, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been deliveredirrevocable notice of redemption, as applicablerepurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the avoidance of doubt, if the Issuer Company has exercised its option under the first sentence of this Section 4.27123, and any Default or Default, Event of Default or specified Event of Default, as applicable, occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been deliveredirrevocable notice of redemption, as applicablerepurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition Transaction, any such Default or Default, Event of Default or specified Event of Default, as applicable, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: (1i) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or; (2ii) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma Consolidated EBITDA); or (iii) determining compliance with any provision of this Indenture which requires that no Default or Event of Default (or any subset of Defaults or Events of Default) shall have occurred, is continuing or would result therefrom (including the applicable conditions to the consolidation, merger, conveyance, lease or transfer of all or substantially all of the assets of the Company or a Guarantor); in each case, at the option of the Issuer Company (the IssuerCompany’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been deliveredirrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, as applicable (the “LCT Test Date”). If, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence or discharge of Indebtedness and the use of proceeds thereofof such Incurrence) as if they had occurred at the beginning of the most recent two four consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer Company are available, the Issuer Company could have taken such action on the relevant LCT Test Date in compliance with such ratio or ratio, basket, amount, Defaults or Events of Default, such ratio ratio, basket, amount, Default or basket Events of Default shall be deemed to have been complied with. If For the Issuer avoidance of doubt, if the Company has made an LCT Election and any of the ratios ratios, baskets, amounts, Defaults or baskets Events of Default for which compliance was determined or tested as of the LCT Test Date are exceeded or any Default of Event of Default would have occurred, in each case as a result of fluctuations in any such ratio ratio, basket or basketamount, including due to fluctuations in L2QA Pro Forma Consolidated EBITDA of the Issuer Company or the Person subject to such Limited Condition TransactionTransaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such baskets baskets, ratios or ratios amounts will not be deemed to have been exceeded as a result of such fluctuationsfluctuations and (solely for the purposes of any Default or Event of Default “blocker”) such Default or Event of Default shall be deemed not to have occurred. If the Issuer Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, basket or basket availability amount with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, or the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments Company 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio ratio, basket or basket amount shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence or discharge of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerCompany, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been deliveredirrevocable notice of redemption, as applicablerepurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the avoidance of doubt, if the Issuer Company has exercised its option under the first sentence of this Section 4.27121, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been deliveredirrevocable notice of redemption, as applicablerepurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerBorrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicableinto. For the avoidance of doubt, if the Issuer Borrower has exercised its option under the first sentence of this Section 4.27clause (a), and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or Specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. . (b) In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: of (1x) determining compliance with any provision of this Indenture Agreement which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or or (2y) testing baskets set forth in this Indenture Agreement (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer Borrower (the IssuerBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT LCA Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two four consecutive fiscal quarters ending prior to the LCT LCA Test Date for which consolidated financial statements of the Issuer Borrower are available, the Issuer Borrower could have taken such action on the relevant LCT LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If For the Issuer avoidance of doubt, if the Borrower has made an LCT LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer Borrower has made an LCT LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, Liens or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer Borrower or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments 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 definitive agreement or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transaction. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which Agreement that requires that any representations and warranties are true and correct or no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the IssuerBorrower, be deemed satisfied, so long as such representations and warranties are true and correct (to the extent required by such provisions) as of, or no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, LCT Test Date (as applicable, defined below) for such Limited Condition Transaction are entered into or has been delivered, as applicableTransaction. For the avoidance of doubt, if the Issuer Borrower has exercised its option under the first sentence of this Section 4.27clause (a), and any representation and warranty shall fail to be true and correct following the LCT Test Date for the applicable Limited Condition Transaction or any Default, Event of Default or specified Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, LCT Test Date for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to or on the date of the consummation of such Limited Condition Transaction, any such failure, Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. . (b) In connection with any action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: : (1i) determining compliance with any provision of this Indenture Agreement which requires the calculation of the Consolidated Net Senior Secured Leverage First Lien Debt to Consolidated EBITDA Ratio, the Consolidated Net Leverage Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio or Guarantor Indebtedness Ratiothe Consolidated EBITDA to Fixed Charges Ratio or any other ratio test (other than calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) the definition of “Applicable Margin” and the “Commitment Fee Rate”, (ii) calculating the covenant in Section 10.10 and (iii) Section 5.2(a)(ii)); or or (2b) testing baskets or any other calculations set forth in this Indenture Agreement (including baskets or any other calculations measured as a percentage of L2QA Pro Forma Consolidated Total Assets, Consolidated EBITDA, Fixed Charges or by reference to the Available Amount or the Available Equity Amount); in each case, at the option of the Issuer Borrower, any of its Restricted Subsidiaries, a Parent Entity, or any successor entity of any of the foregoing (including a third party) (the Issuer’s “Testing Party”) (such election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), with such option to be exercised on or prior to the date of execution of the definitive documentation, letter of intent, submission of notice or the making of a definitive declaration, as applicable, with respect to such Limited Condition Transaction, the date of determination of whether any such action is permitted hereunder, hereunder shall be deemed to be (v) in the case of any Acquisition or other Investment (including by way of merger, amalgamation or consolidation), any Disposition or any assumption or Incurrence of Indebtedness or issuance of Capital Stock, or any transaction relating thereto, the date (or on the basis of the financial statements for the most recently ended reference period) of entry into a letter of intent or the definitive agreements or irrevocable notice(or, as if applicable, for such Limited Condition Transaction are entered into a binding offer or has been deliveredlaunch of a “certain funds” tender offer) for, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to date any declaration is provided or made with respect to, such Limited Condition Transaction, at or prior to (w) in the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation case of any ratio prepayment, redemption, repurchase, defeasance, acquisition or basket availability with respect to the Incurrence other payment or Refinancing of Indebtedness or Liens, or the making of Asset Dispositions, mergersCapital Stock, the conveyance, lease or other transfer of all or substantially all of date that the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted 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 or irrevocable notice, as applicablewhich may be conditional, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transactionprepayment, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.redemption, repurchase, -98- #95203802v2296160609v3 #96160609v5