Common use of Limited Condition Transactions Clause in Contracts

Limited Condition Transactions. (i) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Credit 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 Borrower, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date (I) the definitive agreement for such Limited Condition Transaction is entered into, (II) irrevocable notice of redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given or (III) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer is published on a regulatory information service in respect of a target of a Limited Condition Transaction. For the avoidance of doubt, if the Borrower has exercised its option under the immediately preceding sentence, and any Default or Event of Default, as applicable, occurs following the date the (x) definitive agreement for the applicable Limited Condition Transaction is entered into, (y) irrevocable notice of redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given or (z) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer is published on a regulatory information service in respect of a target of a Limited Condition Transaction, and, in each case, prior to the consummation of such Limited Condition Transaction, any such Default or 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. (ii) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (I) determining compliance with any provision of this Credit Agreement which requires the calculation of the Net First Lien Leverage Ratio, the Net Total Leverage Ratio or the Interest Coverage Ratio or (II) testing baskets set forth herein (including baskets measured as a percentage of Total Assets or Adjusted EBITDA), in each case, at the option of the Borrower (the 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 the date (x) the definitive agreement for such Limited Condition Transaction is entered into, (y) irrevocable notice of redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given or (z) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer is published on a regulatory information service in respect of a target of a Limited Condition Transaction, as applicable (the “LCT Test Date”), 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 of such incurrence) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with; provided that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, baskets or amounts (including as to the absence of any continuing Default or Event of Default) 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) (including as to the absence of any continuing Default or Event of Default) 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 being taken in connection therewith (including any incurrence or discharge of Indebtedness and the use of proceeds of such incurrence). For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date is exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in Adjusted EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such baskets, ratios or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket or amount (other than the testing of any ratio for purposes of Section 2.8(c), Section 7.2(a)(C), Section 7.9, and the definitions of “Applicable Pricing Grid” and “Commitment Fee 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 definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, basket or 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 Transactions. (i) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Credit 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 Borrower, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date (I) the definitive agreement for such Limited Condition Transaction is entered into, (II) irrevocable notice of redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given or (III) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer is published on a regulatory information service in respect of a target of a Limited Condition Transaction. For the avoidance of doubt, if the Borrower has exercised its option under the immediately preceding sentence, and any Default or Event of Default, as applicable, occurs following the date the (x) definitive agreement for the applicable Limited Condition Transaction is entered into, (y) irrevocable notice of redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given or (z) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer is published on a regulatory information service in respect of a target of a Limited Condition Transaction, and, in each case, prior to the consummation of such Limited Condition Transaction, any such Default or 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. (ii) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (I) determining compliance with any provision of this Credit Agreement which requires the calculation of the Net First Lien Leverage Ratio, the Net Total Leverage Ratio or the Interest Coverage Ratio or (II) testing baskets set forth herein (including baskets measured as a percentage of Total Assets or Adjusted EBITDA), in each case, at the option of the Borrower (the 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 the date (x) the definitive agreement for such Limited Condition Transaction is entered into, (y) irrevocable notice of redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given or (z) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer is published on a regulatory information service in respect of a target of a Limited Condition Transaction, as applicable (the “LCT Test Date”), 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 of such incurrence) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with; provided that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, baskets or amounts (including as to the absence of any continuing Default or Event of Default) 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) (including as to the absence of any continuing Default or Event of Default) 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 being taken in connection therewith (including any incurrence or discharge of Indebtedness and the use of proceeds of such incurrence). For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date is exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in Adjusted EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such baskets, ratios or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket or amount (other than the testing of any ratio for purposes of Section 2.8(c), Section 7.2(a)(C7.2(a)(i)(C), Section 7.9, and the definitions of “Applicable Pricing Grid” and “Commitment Fee 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 definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, basket or 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 Transactions. (i) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Credit 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 Borrower, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date (I) the definitive agreement for such Limited Condition Transaction is entered into, (II) irrevocable notice of redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given or (III) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer is published on a regulatory information service in respect of a target of a Limited Condition Transaction. For the avoidance of doubt, if the Borrower has exercised its option under the immediately preceding sentence, and any Default or Event of Default, as applicable, occurs following the date the (x) definitive agreement for the applicable Limited Condition Transaction is entered into, (y) irrevocable notice of redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given or (z) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer is published on a regulatory information service in respect of a target of a Limited Condition Transaction, and, in each case, prior to the consummation of such Limited Condition Transaction, any such Default or 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. (ii) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (I) determining compliance with any provision of this Credit Agreement which requires the calculation of the Net First Lien Leverage Liquidity Ratio, the Net Total Leverage Secured Debt Ratio or the Interest Coverage Total Debt Ratio or (II) testing baskets set forth herein (including baskets measured as a percentage of Total Assets or Adjusted EBITDA)herein, in each case, at the option of the Borrower (the 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 the date (x) the definitive agreement for such Limited Condition Transaction is entered into, (y) irrevocable notice of redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given or (z) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer is published on a regulatory information service in respect of a target of a Limited Condition Transaction, as applicable (the “LCT Test Date”), 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 of such incurrence) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with; provided that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, baskets or amounts (including as to the absence of any continuing Default or Event of Default) 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) (including as to the absence of any continuing Default or Event of Default) 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 being taken in connection therewith (including any incurrence or discharge of Indebtedness and the use of proceeds of such incurrence). For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date is exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in Adjusted EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction amount or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such baskets, ratios or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket or amount (other than the testing of any ratio for purposes of Section 2.8(c), Section 7.2(a)(C), Section 7.9, and the definitions of “Applicable Pricing Grid” and “Commitment Fee 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 definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, basket or 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 Transactions. (i) 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 Credit Agreement which requires that no Default the calculation of EBITDA (including, without limitation, tests measured as a percentage of EBITDA or Event Total Assets), the Total Net Leverage Ratio (other than for purposes of Default(x) any Applicable Rate or (y) Section 6.09) or the Interest Coverage Ratio (other than for purposes of Section 6.09); or (b) testing availability under baskets set forth in this Agreement (including, without limitation, baskets measured as applicablea percentage of EBITDA or Total Assets or by reference to the Total Net Leverage or the Interest Coverage Ratio), has occurred, is continuing or would result from any such action, as applicable, such condition shallin each case, at the option of the Borrower (the Borrower, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date (I) the definitive agreement for 's election to exercise such Limited Condition Transaction is entered into, (II) irrevocable notice of redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given or (III) solely option in connection with any Limited Condition Transaction, an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies“LCT Election”), the date on which a “Rule 2.7 announcement” of a firm intention determination of whether any such action is permitted hereunder shall be deemed to make be (i) in the case of an offer is published on a regulatory information service in respect of a target of a Limited Condition Transaction. For the avoidance of doubtAcquisition, if the Borrower has exercised its option under the immediately preceding sentence, and any Default or Event of Default, as applicable, occurs following the date of the (x) definitive agreement agreements for the applicable Limited Condition Transaction is such Acquisition are entered into, (y) irrevocable notice of redemption, purchase, repurchase, defeasance, satisfaction and discharge into or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given or (z) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer is published on a regulatory information service in respect of a target of a Limited Condition Transaction, and, in each case, prior to the consummation of such Limited Condition Transaction, any such Default or 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. (ii) In connection with in the case of any action being taken in connection with a Limited Condition Transaction, for purposes redemption or repayment of (I) determining compliance with Indebtedness requiring irrevocable advance notice or any provision of this Credit Agreement which requires the calculation of the Net First Lien Leverage Ratio, the Net Total Leverage Ratio or the Interest Coverage Ratio or (II) testing baskets set forth herein (including baskets measured as a percentage of Total Assets or Adjusted EBITDA), in each case, at the option of the Borrower (the Borrower’s election irrevocable offer to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”)purchase Indebtedness that is not subject to obtaining financing, the date of determination such irrevocable advance notice or irrevocable offer and (iii) in the case of whether any such action is permitted hereunderdeclaration of a distribution or dividend in respect of, shall be deemed to be the date (x) the definitive agreement for such Limited Condition Transaction is entered intoor irrevocable advance notice of, (y) or any irrevocable notice of redemptionoffer to, purchase, repurchaseredeem or otherwise acquire or retire for value any Equity Interests of, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock the Borrower that is given or (z) solely in connection with an acquisition not subject to which the United Kingdom City Code on Takeovers and Mergers appliesobtaining financing, the date on which a “Rule 2.7 announcement” of a firm intention to make such declaration, irrevocable advance notice or irrevocable offer (each, an offer is published on a regulatory information service in respect of a target of a Limited Condition Transaction, as applicable (the “LCT Test Date”), and if, both before and 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 of such incurrencethereof) as if they had occurred at the beginning of the most recent recently ended four consecutive fiscal quarters ending prior quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, as of the LCT Test Date for which consolidated financial statements of the Borrower are availableDate, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such test, ratio or basket, calculated on a pro forma basis, then such test, ratio, representation or basket or amount, such ratio, basket or amount shall be deemed to have been complied with; provided that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, baskets or amounts (including as to the absence of any continuing Default or Event of Default) 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) (including as to the absence of any continuing Default or Event of Default) 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 being taken in connection therewith (including any incurrence or discharge of Indebtedness and the use of proceeds of such incurrence). For the avoidance of doubt, if If the Borrower has made an LCT Election and any of the ratiostests, ratios or baskets or amounts for which compliance was determined or tested as of the LCT Test Date is are subsequently exceeded as a result of fluctuations in any such ratiotest, basket ratio or amountbasket, including due to fluctuations in Adjusted EBITDA or Total Assets of the Borrower or and its Subsidiaries (including the Person subject to such target of any Limited Condition Transaction or any applicable currency exchange rateTransaction), at or prior to the consummation of the relevant transaction or action, such basketstests, baskets or ratios or amounts will not be deemed not to have been exceeded as a result of such fluctuationsfluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that, if any such ratio or available amount under any baskets improve or increase as a result of such fluctuations in any such ratio or basket, such improved ratios or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then (x) in connection with any subsequent calculation of any ratiotest, ratio or basket or amount availability (other than the testing of any ratio for purposes of Section 2.8(c), Section 7.2(a)(C), Section 7.9, 6.09 and the definitions definition of “Applicable Pricing Grid” and “Commitment Fee 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 definitive agreement agreement/announcement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, basket or 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/or Liens and the use of proceeds thereof) 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 which requires (i) that no Event of Default or Default (other than any Specified Event of Default), as applicable, has occurred, is continuing or would result from any such action, or (ii) the making of the accuracy of any representation or warranty hereunder, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Event of Default or Default, exists and/or such representations and warranties were made on, as applicable, the LCT Test Date. If the Borrower has exercised its option under this Section 1.05 and any Event of Default or Default (other than any Specified Event of Default) occurs, or such representation or warranty would have been inaccurate on any date, following the LCT Test Date and prior to the consummation of the applicable transaction, any such Event of Default or Default (other than any Specified Event of Default) shall be deemed to not have occurred or be continuing, and such representation or warranty shall be deemed to have been true and correct in all material respects (or in all respects, in the case of representations and warranties qualified by materiality) for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

Limited Condition Transactions. (i) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining actual compliance (but not compliance on a Pro Forma Basis) with any provision of this Credit Agreement 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 Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Default or Event of Default, as applicable, exists on the date (Ix) the a definitive agreement for such Limited Condition Transaction is entered into, (IIy) irrevocable notice of redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given or (III) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any comparable laws, rules or regulations in any other jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer is published on a regulatory information service in respect of a target of a Limited Condition TransactionTransaction (or the equivalent notice under such comparable laws, rules or regulations in such other jurisdiction) is made or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness is given. For the avoidance of doubt, if the Borrower has exercised its option under the immediately preceding sentencefirst sentence of this section, and any Default, Event of Default or specified Default or Event of Default, as applicable, occurs following the date the (x) a definitive agreement for the applicable Limited Condition Transaction is was entered into, (y) irrevocable notice of redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given or (z) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any comparable laws, rules or regulations in any other jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer is published on a regulatory information service in respect of a target of a Limited Condition TransactionTransaction (or the equivalent notice under such comparable laws, andrules or regulations in such other jurisdiction) is made or (z) irrevocable notice of redemption, in each caserepurchase, defeasance, satisfaction and discharge or repayment of Indebtedness 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, 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. (ii) . In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of of: (Ia) determining compliance with any provision of this Credit Agreement which requires the calculation of the Net First Lien Leverage Ratio, the Net Secured Leverage Ratio or Total Leverage Ratio or the Interest Coverage Ratio or any other financial measure; (IIb) testing baskets set forth herein in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets Assets); or (c) any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or Adjusted EBITDA), agreements contained in this Agreement; in each case, at the option of the Borrower (the 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 the date (x) the a definitive agreement for such Limited Condition Transaction is entered into, (yx) irrevocable notice of redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given or (z) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any comparable laws, rules or regulations in any other jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer is published on a regulatory information service in respect of a target of a Limited Condition TransactionTransaction (or the equivalent notice under such comparable laws, rules or regulations in such other jurisdiction) is made or (y) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness is given, as applicable (the “LCT Test Date”), 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 or discharge of Indebtedness and Liens and the use of proceeds of such incurrencethereof) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters quarter period ending prior to the LCT Test Date for which consolidated financial statements of the Borrower Holdings are available, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with; provided that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, baskets or amounts (including as to the absence of any continuing Default or Event of Default) 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) (including as to the absence of any continuing Default or Event of Default) 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 being taken in connection therewith (including any incurrence or discharge of Indebtedness and the use of proceeds of such incurrence). For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date is are exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in Adjusted exchange rates or in Consolidated EBITDA or Total Assets of the Borrower Holdings or the Person subject to such Limited Condition Transaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such basketsratios, ratios baskets or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then then, in connection with any subsequent calculation of any ratio, basket or amount (with respect to the incurrence or discharge of Indebtedness or Liens, or the making of Investments, Restricted Payments, Dispositions, mergers, the conveyance, lease or other than transfer of all or substantially all of the testing assets of any ratio for purposes the Borrower or the designation of Section 2.8(c), Section 7.2(a)(C), Section 7.9, and the definitions of “Applicable Pricing Grid” and “Commitment Fee Rate”) an Unrestricted 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 for such Limited Condition Transaction (if an acquisition or investment) is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, basket or amount shall be calculated on (x) a pro forma basis 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 consummatedconsummated and also on (y) an actual basis without giving effect to such Limited Condition Transactions or the other transactions in connection therewith.

Limited Condition Transactions. (i) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining actual compliance (but not compliance on a Pro Forma Basis) with any provision of this Credit Agreement 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 Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Default or Event of Default, as applicable, exists on the date (Ix) the a definitive agreement for such Limited Condition Transaction is entered into, (IIy) irrevocable notice of redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given or (III) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any comparable laws, rules or regulations in any other jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer is published on a regulatory information service in respect of a target of a Limited Condition TransactionTransaction (or the equivalent notice under such comparable laws, rules or regulations in such other jurisdiction) is made or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness is given. For the avoidance of doubt, if the Borrower has exercised its option under the immediately preceding sentencefirst sentence of this section, and any Default, Event of Default or specified Default or Event of Default, as applicable, occurs following the date the (x) a definitive agreement for the applicable Limited Condition Transaction is was entered into, (y) irrevocable notice of redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given or (z) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any comparable laws, rules or regulations in any other jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer is published on a regulatory information service in respect of a target of a Limited Condition TransactionTransaction (or the equivalent notice under such comparable laws, andrules or regulations in such other jurisdiction) is made or (z) irrevocable notice of redemption, in each caserepurchase, defeasance, satisfaction and discharge or repayment of Indebtedness 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, 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. (ii) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (Ia) determining compliance with any provision of this Credit Agreement which requires the calculation of the Net First Lien Leverage Ratio, the Net Secured Leverage Ratio or Total Leverage Ratio or the Interest Coverage Ratio or any other financial measure; (IIb) testing baskets set forth herein in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets Assets); or (c) any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or Adjusted EBITDA), agreements contained in this Agreement; in each case, at the option of the Borrower (the 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 the date (x) the a definitive agreement for such Limited Condition Transaction is entered into, (yx) irrevocable notice of redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given or (z) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any comparable laws, rules or regulations in any other jurisdiction) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer is published on a regulatory information service in respect of a target of a Limited Condition TransactionTransaction (or the equivalent notice under such comparable laws, rules or regulations in such other jurisdiction) is made or (y) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness is given, as applicable (the “LCT Test Date”), 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 or discharge of Indebtedness and Liens and the use of proceeds of such incurrencethereof) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters quarter period ending prior to the LCT Test Date for which consolidated financial statements of the Borrower Holdings are available, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with; provided that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, baskets or amounts (including as to the absence of any continuing Default or Event of Default) 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) (including as to the absence of any continuing Default or Event of Default) 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 being taken in connection therewith (including any incurrence or discharge of Indebtedness and the use of proceeds of such incurrence). For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date is are exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in Adjusted exchange rates or in Consolidated EBITDA or Total Assets of the Borrower Holdings or the Person subject to such Limited Condition Transaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such basketsratios, ratios baskets or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then then, in connection with any subsequent calculation of any ratio, basket or amount (with respect to the incurrence or discharge of Indebtedness or Liens, or the making of Investments, Restricted Payments, Dispositions, mergers, the conveyance, lease or other than transfer of all or substantially all of the testing assets of any ratio for purposes the Borrower or the designation of Section 2.8(c), Section 7.2(a)(C), Section 7.9, and the definitions of “Applicable Pricing Grid” and “Commitment Fee Rate”) an Unrestricted 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 for such Limited Condition Transaction (if an acquisition or investment) is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, basket or amount shall be calculated on (x) a pro forma basis 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 consummatedconsummated and also on (y) an actual basis without giving effect to such Limited Condition Transactions or the other transactions in connection therewith.