Common use of Limited Condition Transactions Clause in Contracts

Limited Condition Transactions. In connection with determining whether any Limited Condition Transaction 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 hereunder, for which determination requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basis, at the option of Operating LLC (Operating LLC’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would have been permitted on the relevant LCT Test Date in compliance with such provision. For the avoidance of doubt, if Operating LLC has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date 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, test or basket, including due to fluctuations in Consolidated Cash Flow of the Company, 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 (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to 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 and the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.

Limited Condition Transactions. In connection For purposes of (a) determining compliance with determining whether any Limited Condition Transaction and any actions or transactions related thereto (including the incurrence, issuance or assumption provision of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens and the making of Restricted Payments and Investments) is permitted hereunder, for this Agreement which determination requires the calculation of the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio, (b) testing availability under any financial ratiobasket (including any basket measured as a percentage of Consolidated EBITDA or Consolidated Total Assets) or (c) determining compliance with the accuracy of any representations and warranties or the absence of any Default or Event of Default, test or basketin each case, each calculated on a pro forma basis, at the option of Operating LLC (Operating LLC’s election to exercise such option in connection with any a Limited Condition Transaction, if the Company makes an “LCT LCA Election”), the date of determination for calculation of any such ratios or baskets shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (the “LCT LCA Test Date”), Date and if, after giving pro forma effect to the Limited Condition TransactionTransaction 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 recently ended Test Period ending prior to the LCA Test Date, the Company or any Restricted Subsidiary could have taken such Limited Condition Transaction would have been permitted action on the relevant LCT LCA Test Date in compliance with such provisionratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Company has made an LCT Election, (1) if LCA Election and any of the ratios, tests ratios or baskets for which compliance was determined or tested as of the LCT LCA Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test ratio or basket, including due to fluctuations in Consolidated Cash Flow EBITDA or Consolidated Total Assets of the CompanyCompany or the target Person(s) subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests baskets or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply)fluctuations. If the Company has made an LCA Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of any ratio or transaction unrelated basket availability with respect to such Limited Conditional Transaction any other Permitted Acquisition or Investment on or following the relevant LCT LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated and or (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test ratio or basket (other than, in the period prior to funding of a Permitted Acquisition or Investment financed with any Incremental Facilities, any basket measured as a percentage of Consolidated EBITDA) shall be determined or tested giving pro forma effect to calculated on a Pro Forma Basis assuming both that such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and have not been consummated.

Limited Condition Transactions. (a) In connection with determining whether any Limited Condition Transaction 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 hereunderTransaction, for purposes of determining compliance with (a) any representation, warranty or absence of Default or Event of Default requirement or (b) any financial test or covenant contained in this Agreement during any period which determination requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basisof the foregoing ratios, at the option of Operating LLC the BVI Borrower (Operating LLCthe BVI Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Limited Condition Election”), ) the date of determination for any such compliance shall be deemed to be (i) the date the definitive agreement agreements for such Limited Condition Transaction is are entered into or (ii) if such Limited Condition Transaction is not consummated within 120 days following such date in the preceding clause (i), a date that is within the period beginning 120 days prior to the date such Limited Condition Transaction is consummated (the “LCT Limited Condition Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would have been permitted on the relevant LCT Test Date in compliance with such provision. For the avoidance of doubt, if Operating LLC the BVI Borrower has made an LCT Election, (1) if a Limited Condition Election and any of the ratios, tests or baskets terms for which compliance was determined or tested as of the LCT Limited Condition Test Date 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, test or basketare thereafter no longer satisfied, including due to fluctuations in Consolidated Cash Flow EBITDA, at or prior to the consummation of the Companyrelevant Limited Condition Transaction, such baskets, tests or ratios terms will not nevertheless be deemed to have been exceeded or failed to have been complied with as satisfied. (b) If the BVI Borrower has made a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply)Limited Condition Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of any ratio with respect to any other transactions on or transaction unrelated to such Limited Conditional Transaction following the relevant LCT Limited Condition Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement for, or date for redemptionoffer in respect of, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket ratio shall be determined or tested giving pro forma effect to calculated (and tested) on a Pro Forma Basis (X) assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) had been consummated on the Limited Condition Test Date and (Y) solely to the extent such ratio is being calculated and tested in connection with a Restricted Payment, assuming such Limited Condition Transaction and other transactions in connection therewith (excluding any Consolidated EBITDA and Consolidated Net Income of the target and any incurrence of Debt) had not been consummated on the Limited Condition Test Date.

Limited Condition Transactions. In When calculating the availability under any basket or ratio under this Indenture or compliance with any provision of this Indenture in connection with determining whether any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence, Incurrence or issuance or assumption of Indebtedness Debt and the use of the proceeds thereof, the incurrence or creation Incurrence of Liens and the making of Liens, repayments, Restricted Payments and Investments) is permitted hereunderAsset Dispositions), for which determination requires the calculation of any financial ratio, test or basket, in each calculated on a pro forma basiscase, at the option of Operating LLC the Company (Operating LLCthe Company’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (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 definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”)) the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, the date of delivery of an irrevocable notice, declaration of a dividend or similar event) and if, after giving pro forma effect to the Limited Condition TransactionTransaction and any actions or transactions related thereto (including acquisitions, such Limited Condition Transaction Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the 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 been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such provisionratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with (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 Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) and (b) Consolidated Cash Flow 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 Debt or, if no such indicative interest margin exists, as reasonably determined by the Company in good faith. For the avoidance of doubt, if Operating LLC the Company has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date 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, test or basket, including due to fluctuations in Consolidated Cash Flow of the Company, 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 (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to 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 and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.

Limited Condition Transactions. In When calculating the availability under any Basket or ratio under this Agreement or compliance with any provision of this Agreement (including, without limitation, Section 2.13 and Section 4.02 of this Agreement, the determination of the absence of any Default or Event of Default or compliance with any representations and warranties set forth herein or in any Loan Document), in each case, in connection with determining a Limited Condition Transaction and any actions or transactions related thereto, the date of determination for availability under any such Basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or Event of Default and compliance with any representations and warranties)) hereunder shall, at the option of the Borrower (the Borrower’s election to exercise such option, an “LCT Election”), be deemed to be the date (the “LCT Test Date”) the definitive agreements for such Limited Condition Transaction are entered into (which in the case of any prepayment, redemption or offer to purchase Indebtedness or Equity Interests may be the date of the irrevocable notice of prepayment or redemption or transmittal of irrevocable offer to purchase) (and, if any relevant calculations are made on the LCT Test Date, recalculated, at the option of the Borrower, at the time for funding or consummation) and if, on a Pro Forma Basis after effect to the Limited Condition Transaction and any actions or transactions related thereto (including the incurrence, issuance or assumption any incurrence of Indebtedness and the use of proceeds thereof) and any related pro forma adjustments, the incurrence Borrower or creation of Liens and the making of any Restricted Payments and Investments) is permitted hereunder, for which determination requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basis, at the option of Operating LLC (Operating LLC’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such provisionratio, test or Basket (and any related requirements and conditions), such ratio, test or Basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposes; provided, that 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 the avoidance of doubt, if Operating LLC has made an LCT Election, (1x) if any of the ratiossuch Baskets, tests or baskets ratios for which compliance was determined or tested as of the LCT Test Date 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 ratioBasket, test or basket, ratio (including due to fluctuations in Consolidated Cash Flow EBITDA or Consolidated Assets of the CompanyBorrower or the Person subject to such Limited Condition Transaction) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Transaction, such basketsBaskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations fluctuations, (y) if any related requirements and conditions (including as to the absence of any 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 any Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and no such Default or Event of Default shall be deemed not to have occurred due to such failure to comply)or be continuing, solely for purposes of determining whether the applicable Limited Condition Transaction and any actions or transactions related thereto (including any incurrence of Indebtedness and the use of proceeds thereof) are permitted hereunder) and (2z) in calculating the availability under any ratio, test or basket Basket in connection with any action or transaction unrelated to such Limited Conditional Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated consummated, any such ratio, test or Basket shall be determined or tested both with and without giving effect to such Limited Condition Transaction and any actions or transactions related thereto on a Pro Forma Basis (including any incurrence of Indebtedness and the date that use of proceeds thereof) and any related pro forma adjustments unless the definitive agreement (or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice notice) for such Limited Condition Transaction is terminated, terminated or expires (or passes, as applicable, is rescinded) without consummation of such Limited Condition Transaction, and the Borrower or applicable Restricted Subsidiary must be able to satisfy the relevant tests on both bases; provided that in the case of clause (z) above, for the purposes of determination of the Available Amount Basket and Excess Cash Flow only, Consolidated Net Income shall not include any such ratio, test Consolidated Net Income of or basket shall be determined attributed to the target company or tested giving pro forma effect to assets associated with any such Limited Condition TransactionTransaction unless and until the closing of such Limited Condition Transaction shall have actually occurred.

Limited Condition Transactions. In connection with determining whether any action being taken in connection with a Limited Condition Transaction 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 hereunderTransaction, for which determination purposes of determining compliance with any provision of this Indenture that requires the calculation that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any financial ratiosuch action, test or basketas applicable, each calculated on a pro forma basissuch condition shall, at the option of Operating LLC the Company, 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 for such Limited Condition Transaction are entered into, irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Capital Stock or Preferred Stock is given or declaration of a Restricted Payment is made. For the avoidance of doubt, if the Company has exercised its option under the first sentence of this Section 1.05, and any Default, Event of Default or specified Event of Default, as applicable, occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into, irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Capital Stock or Preferred Stock is given or declaration of a Restricted Payment is made and prior to the consummation of such Limited Condition Transaction, any such 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, for purposes of (Operating LLC1) determining compliance with any provision of this Indenture that requires the calculation of the Consolidated Fixed Charge Coverage Ratio or the Consolidated Secured Net Debt Ratio; or (2) determining whether a Default or Event of Default shall have occurred and be continuing (or any subset of Defaults or Events of Default); or (3) testing or determining compliance with ratios, baskets or amounts set forth in this Indenture (including those measured as a percentage of Consolidated EBITDA, Consolidated Fixed Charges, Consolidated Net Income, Total Assets or by reference to clause (ii) of the first paragraph of Section 4.07, in each case, at the option of the Company (the Company’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 agreement agreements for such Limited Condition Transaction are entered into, irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Capital Stock or Preferred Stock is entered into given or declaration of a Restricted Payment is made, as applicable (the “LCT Test Date”), and if, on a pro forma basis after giving pro forma effect to the Limited Condition TransactionTransaction and the other transactions to be entered into in connection therewith (including any incurrence or discharge of Indebtedness or Liens and the use of proceeds of such incurrence) as if they had occurred at the beginning of the most recent Four-Quarter Period ending prior to the LCT Test Date, the Company could have taken such Limited Condition Transaction would have been permitted action on the relevant LCT Test Date in compliance with such provisionratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Company has made an LCT Election, (1) if Election and any of the ratios, tests baskets or baskets amounts for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test basket or basketamount, including due to fluctuations in Consolidated Cash Flow EBITDA, Consolidated Fixed Charges or Consolidated Net Income of the CompanyCompany 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, tests ratios or ratios amounts will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default or Event provided, for the avoidance of Default doubt, the Company shall be deemed able to have occurred due to rely upon any improvement in any such failure to complybasket, ratio or amount). If the Company has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of any ratio, basket or transaction unrelated amount with respect to such Limited Conditional Transaction the incurrence of Indebtedness or Liens, or the making of Restricted Payments, Permitted Investments, Asset Sales, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Company or the designation of 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 and the date that or the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test basket or basket amount shall be determined or tested giving calculated on a pro forma effect to basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence or discharge of Indebtedness and the use of proceeds thereof) have been consummated. In no event shall the Trustee be charged with determining whether any Limited Condition Transaction or LCT Election is permitted under this Indenture, nor shall the Trustee be deemed to have knowledge of whether the Company has made an LCT Election or knowledge of the LCT Test Date with respect to any LCT Election, nor shall the Trustee be responsible for determining whether, or the date on which, any Default or Event of Default has occurred in connection with any such Limited Condition Transaction or LCT Election.

Limited Condition Transactions. (a) In connection with determining whether any action being taken in connection with a Limited Condition Transaction, for purposes of 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 the date the definitive agreement for such Limited Condition Transaction and is entered into. (b) Furthermore, in connection with 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 hereunderaction being taken in connection with a Limited Condition Transaction, for purposes of: (1) determining compliance with any provision of this Indenture which determination requires will require the calculation of any financial ratioratio or test, test including the Consolidated Coverage Ratio, the Consolidated Total Net Leverage Ratio and the Consolidated Secured Net Leverage Ratio; or (2) testing availability under baskets to be set forth in this Indenture (including baskets measured as a percentage of Consolidated EBITDA or basket, Total Assets); in each calculated on a pro forma basiscase, at the option of Operating LLC the Issuer (Operating LLCthe 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 agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and if, after giving pro forma effect Pro Forma Effect to the Limited Condition Transaction, such Limited Condition Transaction the Issuer or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such provisionratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Issuer has made an LCT Election, (1) if Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with satisfied as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow EBITDA or Total Assets, at or prior to the consummation of the Companyrelevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with satisfied as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply)fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action event or transaction unrelated to such Limited Conditional Transaction following occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or 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 Indenture, any such ratio, test or basket shall be determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition TransactionTransaction and other transactions in connection therewith have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith have not been consummated.

Limited Condition Transactions. In connection Notwithstanding anything in this Agreement or any Loan Document to the contrary, when determining compliance with determining whether any applicable conditions to the consummation of any Limited Condition Transaction and (including, without limitation, any actions Default or transactions related thereto (including the incurrence, issuance or assumption Event of Indebtedness and the use of proceeds thereofDefault condition), the incurrence or creation date of Liens and the making determination of Restricted Payments and Investments) is permitted hereunder, for which determination requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basissuch applicable conditions shall, at the option of Operating LLC the Borrower (Operating LLCthe Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination shall be deemed to be the date the definitive agreement agreements for such Limited Condition Transaction is are entered into (the “LCT Test Date”). If, and if, based on the calculation of such applicable condition on a Pro Forma Basis after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would 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 occurred on the first day of the four fiscal quarter period of the Borrower most recently ending prior to the LCT Test Date for which financial statements are available to the Administrative Agent, the Borrower or Restricted Subsidiary could have been permitted taken such action on the relevant LCT Test Date in compliance with the applicable conditions thereto, then such provisionapplicable conditions shall be deemed to have been complied with, unless an Event of Default described in clauses (a), (h) (solely with respect to the Borrower), (i) (solely with respect to the Borrower) or (m) of Article VII shall be continuing on the date such Limited Condition Transaction is actually consummated. For the avoidance of doubt, if Operating LLC an LCT Election is made, then the applicable conditions thereto shall not be tested at the time of consummation of such Limited Condition Transaction. If the Borrower has made an LCT ElectionElection for any Limited Condition Transaction, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date 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, test or basket, including due to fluctuations in Consolidated Cash Flow of the Company, 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 (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of any ratio or basket availability with respect to any other transaction unrelated to such Limited Conditional 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 and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test ratio or basket shall be determined or tested giving pro forma effect to calculated both (x) on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other related transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (y) on a Pro Forma Basis assuming such Limited Condition Transaction and other related transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated, and the applicable action shall only be permitted if there is sufficient availability under the applicable ratio or basket under both of the calculations pursuant to subsection (x) and (y).

Limited Condition Transactions. In connection with determining whether any action being taken in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of (i) determining compliance with any provision of this Agreement which determination requires the calculation of any financial ratio, ratio or test or basket(ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of EBITDA or Adjusted Total Assets), in each calculated on a pro forma basiscase, at the option of Operating LLC the Borrower (Operating LLCthe 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 the definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction the Borrower or any of its Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such provisionratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Borrower has made an LCT ElectionElection and, (1) if following the LCT Test Date, any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with satisfied as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow EBITDA, Interest Expense or Consolidated Total Assets following the LCT Test Date but at or prior to the consummation of the Companyrelevant Limited Condition Transaction, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with satisfied as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply)fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action event or transaction unrelated to such Limited Conditional Transaction following occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or 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 determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith have been consummated.

Limited Condition Transactions. In connection with determining whether any action being taken solely in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of: (i) determining compliance with any provision of this Agreement which determination requires the calculation of the Interest Coverage Ratio, the Total Leverage Ratio or the Secured Leverage Ratio; (ii) determining the accuracy of representations and warranties and/or whether a Default or Event of Default shall have occurred and be continuing (or any financial ratio, test subset of Defaults or basket, Events of Default); or (iii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets or by reference to the Available Amount or the Available Equity Amount); in each calculated on a pro forma basiscase, at the option of Operating LLC the Company (Operating LLCthe Company’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT LCA Election”), with such option to be exercised on or prior to the date of execution of the definitive agreements related 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 agreement agreements for such Limited Condition Transaction is are entered into (the “LCT LCA Test Date”), and if, after giving pro forma effect Pro Forma Effect to the Limited Condition TransactionTransaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, the Company could have taken such Limited Condition Transaction would have been permitted action on the relevant LCT LCA Test Date in compliance with such provisionratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Company has made an LCT Election, (1) if LCA Election and any of the ratios, tests ratios or baskets for which compliance was determined or tested as of the LCT LCA Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test ratio or basket, including due to fluctuations in Consolidated Cash Flow EBITDA of the CompanyCompany or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests baskets or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default fluctuations; however, if any ratios improve or Event baskets increase as a result of Default shall such fluctuations, such improved ratios or baskets may be deemed to have occurred due to such failure to comply)utilized. If the Company has made an LCA Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of the incurrence ratios subject to the LCA Election on or transaction unrelated to such Limited Conditional Transaction following the relevant LCT LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated and or (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test ratio or basket shall be determined or tested giving calculated on a pro forma effect to basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated.

Limited Condition Transactions. In connection with determining whether any action being taken in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of (i) determining compliance with any provision of this Indenture which determination requires the calculation of any financial ratio, ratio or test or basket(ii) testing availability under baskets set forth in this Indenture (including baskets measured as a percentage of EBITDA or Adjusted Total Assets or otherwise), in each calculated on a pro forma basiscase, at the option of Operating LLC the Company (Operating LLCthe Company’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 agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction the Company or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such provisionratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Company has made an LCT ElectionElection and, (1) if following the LCT Test Date, any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with satisfied as a result of fluctuations changes in any such ratio, test or basket, including due to fluctuations changes in EBITDA, Consolidated Cash Flow Interest Expense or Adjusted Total Assets following the LCT Test Date but at or prior to the consummation of the Companyrelevant Limited Condition Transaction, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with satisfied as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply)changes. If the Company has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action event or transaction unrelated to such Limited Conditional Transaction following occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or 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 Indenture, any such ratio, test or basket shall be determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith have been consummated.

Limited Condition Transactions. In connection with determining whether any action being taken in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of (i) determining compliance with any provision of this Agreement which determination requires the calculation of any financial ratio, ratio or test or basket(ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets), in each calculated on a pro forma basiscase, at the option of Operating LLC the Parent Borrower (Operating LLCthe Parent Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”; provided that such election may be revoked by the Parent Borrower at any time prior to the consummation or abandonment of the Limited Condition Transaction in question), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and if, after giving pro forma effect Pro Forma Effect to the Limited Condition Transaction, such Limited Condition Transaction the Parent Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such provisionratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Parent Borrower has made an LCT ElectionElection and, (1) if following the LCT Test Date, any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with satisfied as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow EBITDA, Consolidated Interest Expense or Consolidated Total Assets following the LCT Test Date but at or prior to the consummation of the Companyrelevant Limited Condition Transaction, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with satisfied as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply)fluctuations. If the Parent Borrower has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action event or transaction unrelated to such Limited Conditional Transaction following occurring after the relevant LCT Test Date and prior to the earlier earliest of the date on which (i) such Limited Condition Transaction is consummated consummated, (ii) the LCT Election is revoked by the Parent Borrower and (iii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or 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 determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith have been consummated.

Limited Condition Transactions. In connection with determining whether any action being taken solely in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of: (i) determining compliance with any provision of this Agreement which determination requires the calculation of any financial ratio, test ; (ii) determining the accuracy of representations and warranties and/or whether a Default or basket, Event of Default shall have occurred and be continuing (or any subset of Defaults or Events of Default) (other than for purposes of satisfying the conditions set forth in Section 4.02 (a) and (b)); or (iii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets); in each calculated on a pro forma basiscase, at the option of Operating LLC the Borrowers (Operating LLC’s the Borrowers’ 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 agreements related 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 agreement agreements for such Limited Condition Transaction is are entered into (the “LCT Test Date”), and if, after giving pro forma effect Pro Forma Effect to the Limited Condition TransactionTransaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date, the Borrowers could have taken such Limited Condition Transaction would have been permitted action on the relevant LCT Test Date in compliance with such provisionratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC has the Borrowers have made an LCT Election, (1) if Election and any of the ratios, tests ratios or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test ratio or basket, including due to fluctuations in Consolidated Cash Flow EBITDA of the CompanyBorrowers or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests baskets or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default fluctuations; however, if any ratios improve or Event baskets increase as a result of Default shall such fluctuations, such improved ratios or baskets may be deemed to utilized. If the Borrowers have occurred due to such failure to comply)made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of the incurrence ratios subject to the LCT Election on or transaction unrelated to such Limited Conditional Transaction following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated and or (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test ratio or basket shall be determined or tested giving calculated on a pro forma effect to basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated.

Limited Condition Transactions. In connection with determining whether any action being taken solely in connection with a Limited Condition Transaction 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 hereunderTransaction, for which determination purposes of (a) determining compliance with any provision of this Indenture that requires the calculation of any financial ratiothe Fixed Charge Coverage Ratio or Consolidated Leverage Ratio, test (b) determining whether a Default or basketEvent of Default shall have occurred and be continuing or (c) testing availability under exceptions or baskets set forth in this Indenture (including exceptions or baskets measured as a percentage of Adjusted Consolidated Net Tangible Assets), in each calculated on a pro forma basis, case at the option of Operating LLC the Issuer (Operating LLC’s election to exercise any such option in connection with any Limited Condition Transactionoption, an “LCT Election”), with such option to be exercised on or prior to the date of execution of the definitive agreements with respect to such Limited Condition Transaction, the date of determination of whether any such action shall be permitted under this Indenture shall be deemed to be the date the definitive agreement agreements for such Limited Condition Transaction is are entered into (the each, an “LCT Test Date”), ) and if, after giving such ratio and other provisions are measured on a pro forma basis after giving effect to the Limited Condition Transaction, such Limited Condition Transaction would and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable four-quarter reference period ending prior to the applicable LCT Test Date, the Issuer or the applicable Restricted Subsidiary could have been permitted taken such action on the relevant LCT Test Date in compliance with such provisionratio and provisions, such ratio and provisions shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC has made an LCT Election, (1x) if any of the ratios, tests such ratio or baskets for which compliance was determined or tested as of are exceeded (or, with respect to the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with Fixed Charge Coverage Ratio, not reached) as a result of fluctuations in any such ratio, test ratio or basket, basket (including due to fluctuations in Consolidated Cash Flow EBITDA of the CompanyIssuer or fluctuations in EBITDA of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such baskets, tests or ratios ratio and other provisions will not be deemed to have been exceeded or failed (or, with respect to have been complied with the Fixed Charge Coverage Ratio, not reached) as a result of such fluctuations (and no Default or Event solely for purposes of Default shall be deemed to have occurred due to such failure to comply), determining whether the Limited Condition Transaction is permitted hereunder and (2y) in calculating such ratio and other provisions shall not be tested at the availability under time of consummation of such Limited Condition Transaction or related Specified Transactions. If the Issuer has made an LCT Election for any ratioLimited Condition Transaction, test or basket then in connection with any action subsequent calculation of any ratio or transaction unrelated basket availability with respect to such Limited Conditional any other Specified 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 and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice agreements for such Limited Condition Transaction is terminated, expires are terminated or passes, as applicable, expire without consummation of such Limited Condition Transaction, any such ratio, test ratio or basket shall be determined or tested giving calculated on a pro forma effect to basis assuming such Limited Condition TransactionTransaction and other Specified Transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreements with respect thereto have been terminated or expire. 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 Transactions. In connection Notwithstanding anything in this Agreement or any Loan Document to the contrary, when determining compliance with determining whether any applicable conditions to the consummation of any Limited Condition Transaction and (including, without limitation, any actions Default or transactions related thereto (including the incurrence, issuance or assumption Event of Indebtedness and the use of proceeds thereofDefault condition), the incurrence or creation date of Liens and the making determination of Restricted Payments and Investments) is permitted hereunder, for which determination requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basissuch applicable conditions shall, at the option of Operating LLC the Borrower (Operating LLCthe Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination shall be deemed to be the date the definitive agreement agreements for such Limited Condition Transaction is are entered into (the “LCT Test Date”). If, and if, based on the calculation of such applicable condition on a pro forma basis after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would 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 occurred on the first day of the four fiscal quarter period of the Borrower most recently ending prior to the LCT Test Date for which financial statements are delivered to the Administrative Agent, the Borrower or a Restricted Subsidiary could have been permitted taken such action on the relevant LCT Test Date in compliance with the applicable conditions thereto, then such provisionapplicable conditions shall be deemed to have been complied with, unless an Event of Default described in clauses (a), (e) (solely with respect to the Borrower), (f) (solely with respect to the Borrower) or (h)(ii) of Section 8.01 shall be continuing on the date such Limited Condition Transaction is actually consummated. For the avoidance of doubt, if Operating LLC an LCT Election is made, then the applicable conditions thereto shall not be tested at the time of consummation of such Limited Condition Transaction. If the Borrower has made an LCT ElectionElection for any Limited Condition Transaction, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date 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, test or basket, including due to fluctuations in Consolidated Cash Flow of the Company, 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 (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of any ratio or basket availability with respect to any other transaction unrelated to such Limited Conditional 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 and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test ratio or basket shall be determined or tested giving calculated both (x) on a pro forma effect to basis assuming such Limited Condition TransactionTransaction and other related transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (y) on a pro forma basis assuming such Limited Condition Transaction and other related transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated, and the applicable action shall only be permitted if there is sufficient availability under the applicable ratio or basket under both of the calculations pursuant to subsections (x) and (y).

Limited Condition Transactions. (a) In connection with determining whether any action being taken in connection with a Limited Condition Transaction and Transaction, solely for purposes of determining compliance with any actions provision of this Agreement that requires that no Default, Event of Default or transactions related thereto (including the incurrencespecified Event of Default, issuance as applicable, has occurred, is continuing or assumption of Indebtedness and the use of proceeds thereofwould result from any such action, the incurrence or creation of Liens and the making of Restricted Payments and Investments) is permitted hereunderas applicable, for which determination requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basissuch condition shall, at the option of Operating LLC the Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the LCT Test Date applicable to such Limited Condition Transaction. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (Operating LLCa), and any Default, Event of Default or specified Event of Default occurs following the relevant LCT Test Date 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, solely for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Total Leverage Ratio, or the Interest Coverage Ratio (but, for the avoidance of doubt, not for purposes of determining whether the Borrower has actually complied with the Financial Covenant in Section 6.11); or (ii) determining the amount or availability of any baskets set forth in this Agreement based on any financial ratio or metric (including baskets measured as a percentage of Consolidated Total Assets or Consolidated 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 compliance with such provision or basket hereunder shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”) that is (x) in the case of an LCT Acquisition (including any LCT Redemption consummated in connection with an LCT Acquisition), the date on which the definitive acquisition agreements for such Limited Condition Transaction are entered into or (y) in connection with any other LCT Redemption, the date of irrevocable notice of such redemption, repurchase, defeasance, satisfaction and discharge or prepayment to the relevant debt holders of their agent or representative, and if, after giving pro forma effect to the Limited Condition TransactionTransaction 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 recently ended on or prior to the applicable LCT Test Date, the Borrower could have taken such Limited Condition Transaction would have been permitted action on the relevant LCT Test Date in compliance with such provisionratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Borrower has made an LCT Election, (1) if Election and any of the ratios, tests ratios or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test ratio or basket, including due to fluctuations in Consolidated Cash Flow EBITDA or Consolidated Total Assets of the CompanyBorrower or the Person subject to such Limited Condition Transaction, on or prior to the date of consummation of the relevant transaction or action, such baskets, tests baskets or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default or Event solely for purposes of Default shall be deemed to have occurred due to determining whether such failure to comply), and (2) in calculating the availability under any ratio, test ratio or basket has been satisfied in connection with such Limited Condition Transaction. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any action subsequent calculation of any ratio or transaction unrelated test with respect to such Limited Conditional Transaction the Incurrence of Indebtedness or Liens, or the making of distributions or Restricted Payments, Investments, payments pursuant to Section 6.10, Dispositions, mergers, Dispositions of all or substantially all of the assets of the Borrower or the designation of 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 and the date that or the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, ratio or test or basket shall be determined or tested giving calculated on a pro forma effect to basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated. For the avoidance of doubt, this Section 1.10 shall not apply to Section 4.02 for purposes of any Credit Extension under any Revolving Facility.

Limited Condition Transactions. In (a) When calculating the availability under any basket, ratio or test under this Indenture or compliance with any provision of this Indenture in connection with determining whether any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence, incurrence or issuance or assumption of Indebtedness and the use of the proceeds thereof, the incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances and other acquisitions or creation of Liens and the making of Restricted Payments and Investments) is permitted hereunder, for which determination requires the calculation retirements of any financial ratioIndebtedness, test and Restricted Payments) (such actions or baskettransactions related thereto, the “Limited Condition Related Transactions”), in each calculated on a pro forma basiscase, at the option of Operating LLC the Company (Operating LLCthe Company’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination for availability under any such basket, ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are permitted (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 definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”) the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, the date of delivery of an irrevocable notice, declaration of a dividend or similar event), and ifnot the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. If, after giving pro forma effect to the Limited Condition Transaction, such Transaction and any Limited Condition Transaction Related Transactions and any related pro forma adjustments, the Company or any of its Restricted Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such provision. basket, ratio or test (and any related requirements and conditions), such basket, ratio or test (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposes; provided that (a) compliance with such baskets, ratios or tests (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 Limited Condition Related Transactions and (b) Consolidated Cash Flow for purposes of the Fixed Charge Coverage Ratio and Senior Secured Net Leverage 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. (b) For the avoidance of doubt, if Operating LLC the Company has made an LCT Election, (1) if any of the ratiosbaskets, ratios or tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with (or satisfied) as a result of fluctuations in any such ratiobasket, test ratio or baskettest, including due to fluctuations in Consolidated Cash Flow Net Tangible Assets of the Company, such baskets, ratios or tests or ratios will not be deemed not to have been exceeded or failed to have been complied with (or satisfied) as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to complyexcess or failure), and (2) in calculating the availability under any ratiobasket, ratio or test or basket in connection with any action or transaction unrelated to 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 and the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratiobasket, ratio or test or basket shall be determined or tested giving pro forma effect to such Limited Condition TransactionTransaction and all Limited Condition Related Transactions.

Limited Condition Transactions. In When calculating the availability under any basket or ratio under this Indenture or compliance with any provision of this Indenture in connection with determining whether any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrenceincurrence or issuance of Debt, issuance Disqualified Stock or assumption of Indebtedness Preferred Stock and the use of proceeds thereof, the incurrence or creation of Liens and the making of Liens, repayments, Restricted Payments and Investments) is permitted hereunderAsset Sales), for which determination requires the calculation of any financial ratio, test or basket, in each calculated on a pro forma basiscase, at the option of Operating United Wholesale Mortgage, LLC (Operating United Wholesale Mortgage, LLC’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (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 definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”) the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, the date of delivery of an irrevocable notice, declaration of a Restricted Payment or similar event), and if, after giving pro forma effect to the Limited Condition TransactionTransaction and any actions or transactions related thereto (including acquisitions, such Limited Condition Transaction Investments, the incurrence or issuance of Debt, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and any related pro forma adjustments, the Company or any of its Restricted Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such provisionratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposes (in the case of Debt, for example, whether such Debt 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 Company 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, (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 Debt, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and (c) Fixed Charges for purposes of 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 Debt or, if no such indicative interest margin exists, as reasonably determined by the Company in good faith. For the avoidance of doubt, if Operating LLC has the Company shall have made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date 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, test or basket, including due to fluctuations in EBITDA or Consolidated Cash Flow Total Assets of the CompanyCompany or the Person subject to such Limited Condition Transaction, 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 fluctuations; (2) if any related requirements and conditions (including as to the 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 a Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and no such Default or Event of Default shall be deemed not to have occurred due to such failure to complyor be continuing), ; and (23) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Conditional Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving on a pro forma effect to basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of debt and the use of proceeds thereof (but without netting the cash proceeds thereof)) had been consummated.

Limited Condition Transactions. (a) In connection with determining whether any action being taken in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of determining compliance with any provision of this Agreement which determination requires the calculation that no Default or Event of Default has occurred, is continuing or would result from any financial ratiosuch action, test or basketas applicable, each calculated on a pro forma basissuch condition shall, at the option of Operating LLC the Borrower, be deemed satisfied, so long as no Event of Default under Sections 8.1(h) or 8.1(i) exists or would result from such Limited Condition Transaction if the Limited Condition Transaction and other pro forma events in connection therewith were consummated on the LCT Test Date. Notwithstanding any provision herein to the contrary, if the Borrower has exercised its option under the first sentence of this Section 1.5, and any Default or Event of Default occurs 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 Default or 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, but for the avoidance of doubt, any such Default or Event of Default shall be a Default or Event of Default for all other purposes hereunder. (Operating LLCb) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining (i) compliance on a pro forma basis with the Consolidated Total Net Leverage Ratio or the Senior Secured Net Leverage Ratio (but, for the avoidance of doubt, not for purposes of determining whether the Parent and the Borrower have complied with the financial covenant set forth in Article VI), (ii) whether a Default or Event of Default has occurred and is continuing, or (iii) the accuracy of any representation or warranty, then, in each case, the date of determination for whether any such action is permitted hereunder shall, at the election 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 shall be deemed to be the LCT Test Date (and not, for the avoidance of doubt, the date the definitive agreement for of consummation of such Limited Condition Transaction), after giving effect on a Pro Forma Basis to such Limited Condition Transaction is and the other transactions to be entered into in connection therewith (including the “incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recently ended period of four Fiscal Quarters of the Parent ending prior to the LCT Test Date”)Date for which financial statements are required to have been delivered pursuant to Section 5.1(a) or (b) (or, with respect to any determination of any financial ratio or metric for any person and if, after giving pro forma effect its subsidiaries to the be acquired in such Limited Condition Transaction, such Limited Condition Transaction would have been permitted on the relevant LCT Test Date in compliance with such provisionspecified applicable period therefor). For the avoidance of doubt, if Operating LLC has made an LCT Election, (1) if the Parent or any of the its Subsidiaries has exercised such option and any of such ratios, tests metrics or baskets amounts for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test metric or basketamount, including due to fluctuations in Consolidated Cash Flow EBITDA, at or prior to the consummation of the Companysuch Limited Condition Transaction, such basketsratio, tests metric or ratios amount will not be deemed not to have been exceeded or failed to have been complied with as a result of such fluctuations solely for purposes of determining whether such provision has been satisfied in connection with such Limited Condition Transaction. (and no Default c) If the Parent or Event any of Default shall be deemed to have occurred due to its Subsidiaries makes such failure to comply), and (2) in calculating the availability under any ratio, test or basket LCT Election in connection with any action Limited Condition Transaction, then (i) in connection with any subsequent calculation of any ratio, metric, or transaction unrelated to such Limited Conditional Transaction amount (but, for the avoidance of doubt, not for purposes of determining whether the Parent and the Borrower have complied with the financial covenant set forth in Article VI)) on or following the relevant LCT Test Date and prior to the earlier of (A) the date on which such Limited Condition Transaction is consummated and (B) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test metric, or basket amount shall be determined calculated on a Pro Forma Basis assuming that such Limited Condition Transaction and any other transactions in connection therewith (including any incurrence of indebtedness or liens and the use of proceeds thereof) have been consummated and (ii) such ratio, metric or amount availability shall not be tested giving pro forma effect to at the time of consummation of such Limited Condition Transaction.

Limited Condition Transactions. (a) In connection with determining whether any action being taken in connection with a Limited Condition Transaction 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 hereunderTransaction, for which determination purposes of determining compliance with any provision of this Agreement that requires the calculation 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 financial ratiosuch action, test or basketas applicable, each calculated on a pro forma basissuch condition shall, at the option of Operating LLC the Borrower, be deemed satisfied, so long as such representations and warranties are true and correct (Operating LLC’s 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 LCT Test Date (as defined below) for such Limited Condition Transaction. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (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 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 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, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Total Leverage Ratio or the Consolidated Fixed Charge Coverage Ratio or any other ratio test (other than calculating the Consolidated First Lien Leverage Ratio for purposes of (i) the definition of “Applicable Rate”, (ii) calculating the covenant in Section 6.11 and (iii) Section 2.11(c)); or (ii) testing baskets or any other calculations set forth in this Agreement (including baskets or any other calculations measured as a percentage of 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 Borrower, any of its Restricted Subsidiaries, a Parent Company, or any successor entity of any of the foregoing (including a third party) (the “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 definitive declaration, 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 (x) the date on which the definitive agreement acquisition agreements (or, if applicable, a binding offer, or launch of a “certain funds” tender offer), notice (which may be conditional) or declaration with respect to such Limited Condition Transaction are entered into, provided or made, as applicable, or the date that a certificate of an Authorized Officer of the Borrower is given with respect to the designation of a Subsidiary as restricted or unrestricted or for such Limited Condition Transaction is are entered into into, (y) the date of any prepayment, redemption, repurchase, defeasance, acquisition or other 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), 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 Test Date”), and if, after giving pro forma effect to the Limited Condition TransactionTransaction 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 recently ended on or prior to the applicable LCT Test Date, the Borrower or its Restricted Subsidiaries could have taken such Limited Condition Transaction would have been permitted action on the relevant LCT Test Date in compliance with such provisionratio, calculation or basket, such ratio, calculation or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Testing Party has made an LCT ElectionElection and (A) 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 and (1B) if any of the ratios, tests calculations or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test calculation or basket, including due to fluctuations in Consolidated Cash Flow EBITDA or Consolidated Total Assets of the CompanyBorrower, the target company or the Person subject to such Limited Condition Transaction, on or prior to the date of consummation of the relevant transaction or action, such baskets, tests calculations or ratios will not be deemed to have been exceeded or failed to have been complied with 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, (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 no Default or Event financial metrics on the basis of Default such financial statements, in which case such date of redetermination shall thereafter be deemed to have occurred due to be the applicable LCT Test Date, (b) if any ratios or financial metrics improve or baskets increase as a result of such failure to comply)fluctuations, such improved ratios, financial metrics or baskets may be utilized and (2c) Consolidated Interest Expense with respect to any Indebtedness expected to be Incurred in calculating connection with such Limited Condition Transaction will, for purposes of the availability under Consolidated Fixed Charge Coverage 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 Testing Party has made an LCT Election for any ratioLimited Condition Transaction, test or basket then, in connection with any action subsequent calculation of the ratios, baskets or transaction unrelated to such Limited Conditional Transaction 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 and or (ii) the date that the definitive agreement agreement, notice or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice declaration for such Limited Condition Transaction is terminatedabandoned, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test basket or basket financial metric shall be determined or tested giving calculated on a pro forma effect to basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any Incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated.

Limited Condition Transactions. In connection For purposes of (i) determining compliance with determining whether any Limited Condition Transaction and any actions or transactions related thereto (including the incurrence, issuance or assumption provision of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens and the making of Restricted Payments and Investments) is permitted hereunder, for which determination this Agreement that requires the calculation of the Senior Secured Leverage Ratio, the Total Secured Leverage Ratio, the Total Leverage Ratio or the Fixed Charge Coverage Ratio, (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of EBITDA or total assets), in each case, in connection with a Permitted Business Acquisition or other Investment permitted hereunder (including Permitted Business Acquisitions and other Investments subject to a letter of intent or purchase agreement) by any financial ratioBorrower and/or any Subsidiaries of any assets, test business or basketperson (any such transaction, each calculated on a pro forma basis“Limited Condition Transaction”), at the option of Operating LLC the applicable Borrower (Operating LLCsuch 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 under this Agreement (including for purposes of determining the Dollar equivalent amount of any Limited Condition Transaction denominated in currencies other than Dollars) shall be deemed to be the date the definitive agreement agreements for such Limited Condition Transaction is (or commitments with respect to Indebtedness to be incurred in connection therewith) are entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition TransactionTransaction and the other transactions to be entered into in connection therewith on a Pro Forma Basis as if they had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date, such Limited Condition Transaction would Borrower could have been permitted taken such action on the relevant LCT Test Date in compliance with such provisionratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC a Borrower has made an LCT Election, (1) if Election and any of the ratios, tests ratios or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test ratio or basket, basket (including due to fluctuations in Consolidated Cash Flow of the Companytarget of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such baskets, tests baskets or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply)fluctuations. If a Borrower has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of any ratio or transaction unrelated to such Limited Conditional Transaction basket 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 and or (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test ratio or basket shall be determined or tested giving pro forma effect to calculated on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) had been consummated.

Limited Condition Transactions. In (a) When calculating the availability under any basket or ratio hereunder or compliance with any provision of this Agreement in connection with determining whether any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence, Incurrence or issuance or assumption of Indebtedness Debt and the use of proceeds thereof, the incurrence or creation of Liens and the making of Liens, repayments, Restricted Payments and Investments) is permitted hereunderAsset Sales), for which determination requires the calculation of any financial ratio, test or basket, in each calculated on a pro forma basiscase, at the option of Operating LLC the Borrower (Operating LLCthe Borrower’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (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 Agreement shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”)) the definitive agreements for such Limited Condition Transaction are entered into (or, and if applicable, the date of delivery of an irrevocable notice, declaration of a Restricted Payment or similar event) and, if, after giving pro forma effect to the Limited Condition TransactionTransaction and any actions or transactions related thereto (including acquisitions, such Limited Condition Transaction Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and any related pro forma adjustments, the Borrower or any of its Restricted Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such provision. ratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposes (in the case of Debt, for example, whether such Debt is committed, issued or Incurred at the LCT Test Date or at any time thereafter); provided, that (i) 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 Debt and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and (ii) Consolidated Interest Expense will be calculated by the Borrower using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Debt or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith. (b) For the avoidance of doubt, if Operating LLC the Borrower has made an LCT Election, : (1i) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with (or satisfied) as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow Available for Fixed Charges or Consolidated Total Assets of the CompanyBorrower or the Person subject to such Limited Condition Transaction, such baskets, tests or ratios will not be deemed not to have been exceeded or failed to have been complied (or satisfied) with as a result of such fluctuations fluctuations; (ii) if any related requirements and conditions (including as to the 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 a Default or Event of Default), such requirements and conditions will be deemed not to have been failed to be complied with or satisfied (and no such Default or Event of Default shall be deemed not to have occurred due to such failure to complyor be continuing), ; and (2iii) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Conditional Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.

Limited Condition Transactions. In When calculating the availability under any basket or ratio under this Indenture or compliance with any provision of this Indenture in connection with determining whether any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence, incurrence or issuance or assumption of Indebtedness and the use of the proceeds thereof, the incurrence or creation of Liens and the making of Liens, repayments, Restricted Payments and Investments) is permitted hereunderAsset Sales), for which determination requires the calculation of any financial ratio, test or basket, in each calculated on a pro forma basiscase, at the option of Operating LLC the Company (Operating LLCthe Company’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (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 definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”)) the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, the date of delivery of an irrevocable notice, declaration of a dividend or similar event) and if, after giving pro forma effect to the Limited Condition TransactionTransaction and any actions or transactions related thereto (including acquisitions, such Limited Condition Transaction Investments, the incurrence or issuance of Indebtedness and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and any related pro forma adjustments, the Company or any of its Restricted Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such provisionratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with (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 Sales) and (b) EBITDA, for purposes of the Fixed Charge Coverage Ratio, the Consolidated Secured Net Debt Ratio and the Consolidated Total Net Debt 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. For the avoidance of doubt, if Operating LLC the Company has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date 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, test or basket, including due to fluctuations in Consolidated Cash Flow EBITDA of the Company, 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 (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Conditional Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.

Limited Condition Transactions. In connection with determining whether any action being taken solely in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of: (i) determining compliance with any provision of this Agreement (other than Section 6.10) which determination requires the calculation of any financial ratio, test ; (ii) determining the accuracy of representations and warranties and/or whether a Default or basket, Event of Default shall have occurred and be continuing (or any subset of Defaults or Events of Default) (other than for purposes of satisfying the conditions set forth in Section 4.02 (a) and (b)); or (iii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets or by reference to the Available Amount or the Available Equity Amount); in each calculated on a pro forma basiscase, at the option of Operating LLC the Borrower (Operating LLCthe Borrower’s 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 agreements related 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 agreement agreements for such Limited Condition Transaction is are entered into (the “LCT Test Date”), and if, after giving pro forma effect Pro Forma Effect to the Limited Condition TransactionTransaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date, the Borrower could have taken such Limited Condition Transaction would have been permitted action on the relevant LCT Test Date in compliance with such provisionratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Borrower has made an LCT Election, (1) if Election and any of the ratios, tests ratios or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test ratio or basket, including due to fluctuations in Consolidated Cash Flow EBITDA of the CompanyBorrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests baskets or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default fluctuations; however, if any ratios improve or Event baskets increase as a result of Default shall such fluctuations, such improved ratios or baskets may be deemed to have occurred due to such failure to comply)utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of the incurrence ratios subject to the LCT Election on or transaction unrelated to such Limited Conditional Transaction following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated and or (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test ratio or basket shall be determined or tested giving calculated on a pro forma effect to basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated.

Limited Condition Transactions. In When calculating the availability under any basket or ratio under this Indenture or compliance with any provision of this Indenture in connection with determining whether any Limited Condition Transaction and Transaction, any actions or transactions related thereto (including including, without limitation, acquisitions, Investments, the incurrence, issuance or assumption Incurrence of Indebtedness Debt and the use of proceeds thereoftherefrom, the incurrence or creation of Liens and the making Restricted Payments), and determining compliance with Defaults and Events of Restricted Payments and Investments) is permitted hereunderDefault, for which determination requires the calculation of any financial ratio, test or basket, in each calculated on a pro forma basiscase, at the option of Operating LLC the Company (Operating LLCthe Company’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including, without limitation, as to the absence of any continuing Default or Event of Default)) under this Indenture shall be deemed to be the date the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, if applicable, the date of delivery of an irrevocable notice or similar event) (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition TransactionTransaction and any actions or transactions related thereto (including, such Limited Condition Transaction without limitation, acquisitions, Investments, the Incurrence of Debt and the use of proceeds therefrom, the incurrence of Liens and Restricted Payments) on a Pro Forma Basis, the Company or any of its Restricted Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such provisionratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposes under this Indenture (in the case of Debt, for example, whether such Debt is committed, issued or otherwise Incurred at the LCT Test Date or at any time thereafter); provided, that 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 or any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the Incurrence of Debt and the use of proceeds therefrom, the incurrence of Liens and Restricted Payments). For the avoidance of doubt, if Operating LLC the Company has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date 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, test or basket, including due to fluctuations in Consolidated Cash Flow EBITDA or Consolidated Total Assets of the CompanyCompany or the Person subject to such Limited Condition Transaction, 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 fluctuations; (2) if any related requirements and conditions (including as to the 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 Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and no such Default or Event of Default shall be deemed not to have occurred due to such failure to complyor be continuing), ; and (23) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Conditional Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.

Limited Condition Transactions. In connection Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio, calculating availability under baskets or determining other compliance with determining whether any Limited Condition Transaction and any actions or transactions related thereto this Agreement (including the incurrencedetermination of compliance with any provision of this Agreement which requires (x) that no Default or Event of Default has occurred, issuance is continuing or assumption would result therefrom or (y) the accuracy of Indebtedness representations and warranties) in connection with the use consummation of proceeds thereofa Limited Condition Transaction, the incurrence or creation date of Liens determination of such ratio, the determination of the accuracy of such representations and the making of Restricted Payments and Investments) is permitted hereunderwarranties, for which determination requires the calculation of the availability of such baskets, the determination of whether any financial ratioDefault or Event of Default has occurred, test is continuing or basketwould result therefrom, each calculated on a pro forma basisor other applicable covenant shall, at the option of Operating LLC the Borrower (Operating LLCthe Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination shall be deemed to be the date the binding definitive agreement agreements for such Limited Condition Transaction is are entered into (the “LCT Test Date”), ) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would 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 occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCT Test Date, the Borrower or applicable Restricted Subsidiary could have been permitted taken such action on the relevant LCT Test Date in compliance with such provisionratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC has made an LCT Election, (1x) if any of the ratios, tests such ratios or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, ratio (including due to fluctuations in Consolidated Cash Flow EBITDA) at or prior to the consummation of the Companyrelevant Limited Condition Transaction, such baskets, tests ratios or ratios baskets and other provisions will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default or Event solely for purposes of Default shall be deemed to have occurred due to such failure to comply), determining whether the Limited Condition Transaction is permitted hereunder and (2y) in calculating such ratios and other provisions shall not be tested at the availability under any ratio, test or basket in connection with any action or transaction unrelated to time of consummation of such Limited Conditional Condition Transaction or related transactions. If the Borrower has made an LCT Election for 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 and the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition TransactionTransaction (or termination of the binding definitive agreement with respect thereto), then (x) such Indebtedness (and any associated Lien) shall be deemed incurred at the time of such LCT Election and outstanding thereafter for the purposes of pro forma compliance with any applicable ratios and (y) for purposes of any calculation with respect to the incurrence of any other Indebtedness or Liens, or the making of any other Acquisition, Investment, Restricted Payment or other transaction, in each case that is subject to compliance with a ratio, test or basket availability, any such ratio (excluding, for the avoidance of doubt, the ratio contained in Section 7.07(a)), test or basket availability shall also be determined or tested required to be calculated without giving pro forma effect to such Limited Condition Transaction.

Limited Condition Transactions. In connection with determining whether any action being taken in connection with a Limited Condition Transaction and Transaction, for purposes of determining compliance with any actions provision of this Agreement (other than determining actual (versus pro forma) compliance with the Financial Covenant) which is subject to a default or transactions related thereto an event of default qualifier (including the incurrence, issuance any representation and warranty related thereto) 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 hereunder, for which determination requires the calculation of any financial ratioratio or test, test or basket, in each calculated on a pro forma basiscase, at the option of Operating LLC the Borrower (Operating LLCthe 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 (or any such representation, warranty, 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 under Section 9.01(a) or (f))) shall be deemed to be the date the definitive agreement agreements or the date of delivery of the notice of redemption, as the case may be, for such Limited Condition Transaction is are entered into or delivered, as the case may be (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition TransactionTransaction (and the other transactions to be entered into in connection therewith), such Limited Condition Transaction the Parent or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such provisionratio or test (and any related representations, warranties, requirements and conditions), such ratio or test (and any related representations, warranties, requirements and conditions) shall be deemed to have been complied with (or satisfied). Upon making an LCT Election, the Borrower shall deliver a certificate of a Responsible Officer to the Administrative Agent 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 Operating LLC the Borrower has made an LCT Election, (1) if Election and any of the ratios, ratios or tests or baskets for which compliance was determined or tested as of the LCT Test Date 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 ratioratio or test, test at or basket, including due prior to fluctuations in Consolidated Cash Flow the consummation of the Companyrelevant Limited Condition Transaction, 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 (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply)fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action calculation of any ratio or transaction unrelated test with respect to such Limited Conditional Transaction the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Permitted Investment, the making of any Disposition, or the designation of an Unrestricted Subsidiary (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 and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, ratio or test or basket shall be determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any 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 Transactions. In When calculating the availability under any basket, ratio or test under this Indenture or determining compliance with any provision of this Indenture in connection with determining whether any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence, incurrence or issuance or assumption of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens and the making of Liens, repayments, Restricted Payments and Investments) is permitted hereunderAsset Sales), for which determination requires the calculation of any financial ratio, test or basket, in each calculated on a pro forma basiscase, at the option of Operating LLC the Company (Operating LLCthe Company’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination for availability under any such basket, ratio or test and whether any such Limited Condition Transaction or action or transaction is permitted (or any requirement in respect thereof 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 definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”)) the definitive agreements for such Limited Condition Transaction are entered into (or, and if applicable, the date on which delivery of an irrevocable notice, declaration of a Restricted Payment or similar event preceding such Limited Condition Transaction occurs) and, if, after giving pro forma effect to the Limited Condition TransactionTransaction and any actions or transactions related thereto (including acquisitions, such Limited Condition Transaction Investments, the incurrence or issuance of Indebtedness and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and any related pro forma adjustments, the Company or any of its Restricted Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such provisionratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with (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 Company 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, (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 and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and (c) Consolidated Interest Expense 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. For the avoidance of doubt, if Operating LLC the Company has made an LCT Election, : (1) if any of the ratios, tests or baskets for which compliance or of which satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with (or satisfied) as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow of the Company, such baskets, tests or ratios will not be deemed not to have been exceeded or failed to have been complied with (or satisfied) as a result of such fluctuations fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default (other than any Default or Event of Default specified in clause (1), (2), (8) or (9) under Section 6.01)) 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 a Default or Event of Default other than any Default or Event of Default specified in clause (1), (2), (8) or (9) under Section 6.01), such requirements and conditions will be deemed to have been complied with or satisfied (and no such Default or Event of Default shall be deemed not to have occurred due to such failure to complyor be continuing other than any Default or Event of Default specified in clause (1), (2), (8) or (9) under Section 6.01); and (23) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Conditional Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition TransactionTransaction and any actions or transactions related thereto.

Limited Condition Transactions. In connection with determining whether any action being taken in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of determining compliance with any provision of this Agreement which determination requires the calculation of any financial ratioratio or test, test including the Consolidated Leverage Ratio or basket, each calculated on a pro forma basisConsolidated Interest Coverage Ratio, at the option of Operating LLC the Borrower (Operating LLCthe 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 the definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction the Borrower or any of its Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such provisionratio, basket or test, such ratio, basket or test shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Borrower has made an LCT Election, (1) if Election and any of the ratios, baskets or tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with satisfied as a result of fluctuations in any such ratio, test basket or baskettest, including due to fluctuations in Consolidated Cash Flow EBITDA, at or prior to the consummation of the Companyrelevant transaction or action, such basketsratios, baskets or tests or ratios will not be deemed to have been exceeded or failed to have been complied with satisfied as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply)fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action event or transaction unrelated to such Limited Conditional Transaction following occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction (a “Subsequent Transaction, any such ”) in connection with which a ratio, basket or test calculation must be made on a Pro Forma Basis or basket shall be determined or tested giving pro forma effect to such Subsequent Transaction, for purposes of determining whether such ratio, basket or test has been complied with under this Agreement, any such ratio, basket or test shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith have been consummated.

Limited Condition Transactions. In connection with determining whether any action being taken in connection with a Limited Condition Transaction and Transaction, for purposes of determining compliance with any actions provision of this Agreement (other than determining actual (versus pro forma) compliance with the Financial Covenant) which is subject to a default or transactions related thereto an event of default qualifier (including the incurrence, issuance any representation and warranty related thereto) 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 hereunder, for which determination requires the calculation of any financial ratioratio or test, test or basket, in each calculated on a pro forma basiscase, at the option of Operating LLC the Borrower (Operating LLCthe 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 (or any such representation, warranty, 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 under Section 9.01(a) or (f))) shall be deemed to be the date the definitive agreement agreements or the date of delivery of the notice of redemption, as the case may be, for such Limited Condition Transaction is are entered into or delivered, as the case may be (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition TransactionTransaction (and the other transactions to be entered into in connection therewith), such Limited Condition Transaction the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such provisionratio, test or basket (and any related representations, warranties, requirements and conditions), such ratio, test or basket (and any related representations, warranties, requirements and conditions) shall be deemed to have been complied with (or satisfied). Upon making an LCT Election, the Borrower shall deliver a certificate of a Responsible Officer to the Administrative Agent demonstrating compliance on a Pro Forma Basis after giving effect to such Limited Condition Transaction on such LCT Test Date with any relevant ratios, tests or baskets. For the avoidance of doubt, if Operating LLC the Borrower has made an LCT Election, (1) if Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date 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, test or basket, basket (including due to fluctuations in Consolidated Cash Flow Adjusted EBITDA of the CompanyBorrower or the Person subject to such Limited Condition Transaction), at or prior to the consummation of the relevant Limited Condition Transaction, such basketsratios, tests or ratios baskets will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default or Event fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any action Permitted Investment, the making of any Disposition, the prepayment, redemption, purchase, defeasance or transaction unrelated to such Limited Conditional Transaction other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (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 and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any 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 Transactions. In connection with determining whether any action being taken in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of determining compliance with any provision of this Agreement which determination requires the calculation of any financial ratioratio or test, test including the Consolidated Leverage Ratio or basket, each calculated on a pro forma basisConsolidated Fixed Charge Coverage Ratio, at the option of Operating LLC the Borrower (Operating LLCthe 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 the definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction the Borrower or any of its Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such provisionratio, basket or test, such ratio, basket or test shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Borrower has made an LCT Election, (1) if Election and any of the ratios, baskets or tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with satisfied as a result of fluctuations in any such ratio, test basket or baskettest, including due to fluctuations in Consolidated Cash Flow EBITDA, at or prior to the consummation of the Companyrelevant transaction or action, such basketsratios, baskets or tests or ratios will not be deemed to have been exceeded or failed to have been complied with satisfied as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply)fluctuations. If US-DOCS\109358599.12 the Borrower has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action event or transaction unrelated to such Limited Conditional Transaction following occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction (a “Subsequent Transaction, any such ”) in connection with which a ratio, basket or test calculation must be made on a Pro Forma Basis or basket shall be determined or tested giving pro forma effect to such Subsequent Transaction, for purposes of determining whether such ratio, basket or test has been complied with under this Agreement, any such ratio, basket or test shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith have been consummated.

Limited Condition Transactions. In connection For purposes of determining pro forma compliance with determining the Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio or any other basket based on Consolidated EBITDA, or whether any Limited Condition Transaction a Default or an Event of Default has occurred and any actions or transactions related thereto is continuing (including in the incurrencecase of the funding of an Incremental Tranche, issuance or assumption but excluding in the case of Indebtedness and the use funding of proceeds thereofan Incremental Revolving Commitment), the incurrence or creation of Liens and the making of Restricted Payments and Investments) is permitted hereunder, for which determination requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basis, at the option of Operating LLC (Operating LLC’s election to exercise such option in connection with the consummation of any acquisition or investment not prohibited hereunder that a Loan Party or a Subsidiary is contractually committed to consummate (it being understood that such commitment may be subject to conditions precedent, which conditions precedent may be amended or waived in accordance with the terms of the applicable agreement, so long as after giving effect thereto, such acquisition or investment would not be prohibited under the Loan Documents) and whose consummation is not conditioned on the availability of, or on obtaining, third party financing (or which cannot be terminated by such Loan Party or such Subsidiary without incurrence of a material payment or fee (any such acquisition or investment, a “Limited Condition Transaction, an “LCT Election”), the date of determination shall be deemed to shall, at the option of the Lead Borrower, be the date the definitive agreement agreements for such Limited Condition Transaction is are entered into (the “LCT Test Date”), and such determination shall be made on the basis of financial information available as of the LCT Test Date and if, immediately after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would and the other transactions related thereto to be entered into in connection therewith (including any incurrence of indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable test period ending on the LCT Test Date, such Loan Party could have been permitted consummated such Limited Condition Transaction and such other transactions on the relevant LCT Test Date in compliance with such provisionratio, test or basket, then such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC has made an LCT Election, (1) if any of the ratios, tests such ratios or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been amounts are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test ratio or basket, amount (including due to fluctuations in Consolidated Cash Flow EBITDA of the CompanyBorrowers or the person subject to 56 such Limited Condition Transaction), at or prior to the consummation of the relevant transaction or action, 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 (and no Default solely for purposes of determining whether the relevant transaction or Event action is permitted to be consummated or taken; provided that if a Borrower makes such election, then in connection with any calculation of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection availability with respect to any action or transaction unrelated to such Limited Conditional Transaction following the relevant LCT Test Date and prior to the earlier earliest of the date on which such Limited Condition Transaction is consummated consummated, the 120th day following the signing of the definitive agreement for such Limited Condition Transaction and the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test or basket shall be determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transactions. In connection with determining whether any action being taken in connection with a Limited Condition Transaction, for purposes of any provision of this Indenture which will require that no Default or 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 the date the definitive agreement for such Limited Condition Transaction and is entered into. Furthermore, in connection with 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 hereunderaction being taken in connection with a Limited Condition Transaction, for purposes of: (1) determining compliance with any provision of this Indenture which determination requires will require the calculation of any financial ratioratio or test, test or basket, including the First Lien Net Leverage Ratio and the Total Net Secured Leverage Ratio; or (2) testing availability under baskets to be set forth in this Indenture (including baskets measured as a percentage of Consolidated EBITDA); in each calculated on a pro forma basiscase, at the option of Operating LLC the Issuer (Operating LLCthe 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 agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and if, after giving pro forma effect Pro Forma Effect to the Limited Condition Transaction, such Limited Condition Transaction the Issuer or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such provisionratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, (i) if Operating LLC the Issuer has made an LCT Election, (1) if Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with satisfied as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow EBITDA, at or prior to the consummation of the Companyrelevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with satisfied as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2ii) such ratios, tests or baskets shall not be tested at the time of consummation of such Limited Condition Transaction, unless the Issuer elects in calculating the availability under any its sole discretion to test such ratio, test or basket on the date such Limited Condition Transaction is consummated instead of the date of the related definitive agreement. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any action event or transaction unrelated to such Limited Conditional Transaction following occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or 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 Indenture, any such ratio, test or basket shall be determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith have been consummated.

Limited Condition Transactions. In connection For purposes of (i) determining compliance with determining whether any Limited Condition Transaction and any actions provision of this Agreement 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 hereunder, for other Loan Documents which determination requires the calculation of any financial ratio, test (ii) determining the accuracy of any representations or basketwarranties or determining whether any Default or Event of Default has occurred or (iii) testing availability under baskets set forth in this Agreement or the other Loan Documents, in each calculated on case, in connection with a pro forma basisLimited Condition Transaction, at the option of Operating LLC the Borrower (Operating LLCthe 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 the definitive agreement for such Limited Condition Transaction is entered into (such date, the “LCT Test Date”), and if, on a Pro Forma Basis after giving pro forma effect to the Limited Condition TransactionTransaction 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 Measurement Period, as applicable, ending prior to the LCT Test Date, the Borrower could have taken such Limited Condition Transaction would have been permitted action on the relevant LCT Test Date in compliance with such provision. For the avoidance of doubt, if Operating LLC has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date 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, test ratio or basket, including due to fluctuations in Consolidated Cash Flow of the Company, such baskets, tests ratio or ratios will not basket shall be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply)with. If the Borrower has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of any ratio or transaction unrelated to such Limited Conditional Transaction basket 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 consummated, and (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test ratio or basket shall be determined calculated and tested on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated until such time as the applicable Limited Condition Transaction has actually closed or tested giving pro forma effect the definitive agreement for such Limited Condition Transaction has been terminated. For the avoidance of doubt, if any of such ratios or amounts are exceeded as a result of changes in such ratio or amount (including due to changes in Consolidated EBITDA of the Borrower and its Subsidiaries or of the Person subject to such Limited Condition Transaction), at or prior to the consummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded as a result of such changes solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken.

Limited Condition Transactions. In Notwithstanding anything in this Agreement or any Loan Document to the contrary, in connection with determining whether any action being taken in connection with a Limited Condition Transaction and (excluding, for the avoidance of doubt, any actions Borrowing on the Effective Date), when calculating any applicable ratio or transactions related thereto other financial calculation (other than actual compliance with the Financial Covenants as of the last day of any fiscal quarter in accordance with Section 6.1), the amount or availability of any basket (including any Incremental Loans), or determining other compliance with this Agreement (including the incurrencedetermination of compliance with representations, issuance warranties or assumption any provision of Indebtedness and the use this Agreement which requires that no Default or Event of proceeds thereofDefault has occurred, is continuing or would immediately result therefrom) in connection with a Limited Condition Transaction, the incurrence date of determination of such ratio, the amount or creation of Liens and the making of Restricted Payments and Investments) is permitted hereunder, for which determination requires the calculation availability of any financial ratiobasket and determination of the accuracy of any representation or warranty or whether a Default or Event of Default has occurred, test is continuing or basket, each calculated on a pro forma basiswould immediately result therefrom or other applicable covenant shall, at the option of Operating LLC the Borrower (Operating LLCthe Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination shall be deemed to be the date the definitive agreement agreements for such Limited Condition Transaction is are entered into (the “LCT Test Date”), ) so long as such Limited Condition Transaction is consummated no later than one hundred twenty (120) consecutive days after the LCT Test Date and if, after giving such ratios and other provisions are measured on a pro forma basis after giving effect to the Limited Condition Transaction, such Limited Condition Transaction would and any incurrence of Indebtedness hereunder and the related use of the proceeds thereof as if they occurred at the beginning of the applicable Computation Period ending prior to the LCT Test Date, the Borrower could have been permitted taken such action on the relevant LCT Test Date in compliance with such provisionratios and provisions, such provisions shall be deemed to have been complied with (it being understood that, at the Borrower’s option, the relevant ratios and baskets may be recalculated at the time of consummation of the Limited Condition Transaction). For the avoidance of doubt, if Operating LLC has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date such ratios and other provisions would at any time after the LCT Test Date have been exceeded or otherwise failed to have been be complied with as a result of fluctuations in any such ratio, test or basket, ratio (including due to fluctuations in Consolidated Cash Flow EBITDA of the CompanyBorrower and its Subsidiaries or the target of the Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such baskets, tests or ratios and other provisions will not be deemed to have been exceeded or failed to have been be complied with as a result of such fluctuations (and no Default or Event solely for purposes of Default shall be deemed to have occurred due to such failure to comply)determining whether the Limited Condition Transaction is permitted hereunder. If the Borrower has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of any ratio or basket availability with respect to any other transaction unrelated to such Limited Conditional Transaction 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 and (ii) if applicable, the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test ratio or basket shall be determined or tested giving calculated (and tested) on a pro forma basis assuming such Limited Condition Transaction and any incurrence of Indebtedness and the related use of the proceeds thereof have been consummated; provided that with respect to Restricted Payments, any such ratio or basket shall be tested on the date of payment thereof both with and without giving effect to such Limited Condition TransactionTransaction on a pro forma basis.

Limited Condition Transactions. (a) In connection with determining whether any action being taken in connection with a Limited Condition Transaction 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 hereunderTransaction, for which determination purposes of determining compliance with any provision of this Agreement that requires the calculation 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 financial ratiosuch action, test or basketas applicable, each calculated on a pro forma basissuch condition shall, at the option of Operating LLC the Borrower, be deemed satisfied, so long as such representations and warranties are true and correct (Operating LLC’s 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 LCT Test Date (as defined below) for such Limited Condition Transaction. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (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 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 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, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Total Leverage Ratio or any other ratio test; or (ii) testing baskets or any other calculations set forth in this Agreement (including baskets or any other calculations measured as a percentage of Consolidated Total Assets, Consolidated EBITDA, Fixed Charges); in each case, at the option of the Borrower, any of its Subsidiaries, a Parent Company, or any successor entity of any of the foregoing (including a third party) (the “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 definitive declaration, 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 (x) the date on which the definitive agreement acquisition agreements (or, if applicable, a binding offer, or launch of a “certain funds” tender offer), notice (which may be conditional) or declaration with respect to such Limited Condition Transaction are entered into, provided or made, as applicable, or the date that a certificate of an Authorized Officer of the Borrower is given with respect to the designation of a Subsidiary as restricted or unrestricted or for such Limited Condition Transaction is are entered into into, (y) the date of any prepayment, redemption, repurchase, defeasance, acquisition or other 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), 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 Test Date”), and if, after giving pro forma effect to the Limited Condition TransactionTransaction 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 recently ended on or prior to the applicable LCT Test Date, the Borrower or its Subsidiaries could have taken such Limited Condition Transaction would have been permitted action on the relevant LCT Test Date in compliance with such provisionratio, calculation or basket, such ratio, calculation or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Testing Party has made an LCT ElectionElection and (A) 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 and (1B) if any of the ratios, tests calculations or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test calculation or basket, including due to fluctuations in Consolidated Cash Flow EBITDA or Consolidated Total Assets of the CompanyBorrower, the target company or the Person subject to such Limited Condition Transaction, on or prior to the date of consummation of the relevant transaction or action, such baskets, tests calculations or ratios will not be deemed to have been exceeded or failed to have been complied with 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, (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 no Default or Event financial metrics on the basis of Default such financial statements, in which case such date of redetermination shall thereafter be deemed to have occurred due to such failure to comply)be the applicable LCT Test Date, and (2b) in calculating 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 availability under Testing Party has made an LCT Election for any ratioLimited Condition Transaction, test or basket then, in connection with any action subsequent calculation of the ratios, baskets or transaction unrelated to such Limited Conditional Transaction 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 and or (ii) the date that the definitive agreement agreement, notice or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice declaration for such Limited Condition Transaction is terminatedabandoned, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test basket or basket financial metric shall be determined or tested giving calculated on a pro forma effect to basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any Incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated.

Limited Condition Transactions. In connection with determining whether Notwithstanding anything in this Agreement or any Limited Condition Transaction and other Credit Document to the contrary, if any actions Indebtedness, Lien, permitted Investment or transactions related thereto (including the incurrencePermitted Acquisition permitted hereunder is incurred, issuance acquired, assumed 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 made as permitted hereunder, for which determination requires the calculation of or if any financial Unrestricted Subsidiary is designated hereunder, in each case, in connection with a Limited Condition Acquisition, then compliance with any applicable ratio, test or basket, each calculated other basket hereunder on a pro forma basisPro Forma Basis may be determined, at the option of Operating LLC Parent, either (Operating LLC’s election x) at the time of entry into the applicable acquisition agreement (but in no event more than 180 days prior to exercise the incurrence, acquisition or assumption, as applicable, of such option in connection with any Limited Condition TransactionIndebtedness) or (y) at the time of incurrence, an “LCT Election”acquisition or assumption, as applicable, of such Indebtedness (the date of (x) or (y), the date of determination shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (the “LCT LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would have been permitted on the relevant LCT Test Date in compliance with such provision. For the avoidance of doubtand, if Operating LLC Parent has made such an LCT Electionelection, (1) if then in connection with any calculation of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date 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, test or basket, including due to fluctuations in Consolidated Cash Flow of the Company, 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 (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any action permitted Investment or transaction unrelated to such Limited Conditional Transaction Permitted Acquisition, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction Acquisition is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction Acquisition is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition TransactionAcquisition, for purposes of determining whether such Subsequent Transaction is permitted hereunder, any such ratio, test or basket shall be determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis assuming such Limited Condition TransactionAcquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, in the case of a Restricted Payment, prepayment, redemption, purchase, defeasance or other satisfaction of Junior Financing or designation of an Unrestricted Subsidiary, any such ratio, test or basket shall also be required to be satisfied assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of indebtedness and the use of proceeds thereof) have not been consummated; provided, further, if any of such ratios or amounts are exceeded as a result of fluctuations in such ratio or amount including due to fluctuations in Consolidated Adjusted EBITDA of Parent or the Person subject to such acquisition or Investment, at or prior to the consummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken.

Limited Condition Transactions. In Notwithstanding anything to the contrary herein, if in connection with determining whether any Limited Condition Transaction and or any actions or transactions transaction related thereto (including a Borrowing under an Incremental Term Facility but excluding a Borrowing of Revolving Loans or Swing Line Loans), this Agreement or any other Loan Document requires (x) compliance with any financial ratio or test, (y) accuracy of any representation or warranty or the incurrence, issuance absence of any Default or assumption Event of Indebtedness and the use of proceeds thereof, the incurrence Default or creation of Liens and the making of Restricted Payments and Investments(z) is permitted hereunder, for which determination requires the calculation compliance with any basket (including any basket measured as a percentage of any financial ratiometric) as a condition to such Limited Condition Transaction or other transaction, test or basket, each calculated on a pro forma basisthen, at the option of Operating LLC the Borrower (Operating LLCthe Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether such requirement (other than the absence of a Specified Event of Default) is satisfied shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and ifif the Borrower or the relevant Subsidiary, after giving pro forma effect as applicable, would have satisfied such requirements on the LCT Test Date then the Borrower or such Subsidiary shall be deemed to have complied with such requirement, provided that (1) the LCT Test Date shall not occur more than 90 days prior to the consummation of the Limited Condition TransactionTransaction and (2) with respect to any determination of whether the absence of a Default or Event of Default requirement is satisfied, such requirement shall be satisfied only if there is no Default or Event of Default as of the LCT Test Date and no Specified Event of Default immediately prior to the consummation of such Limited Condition Transaction would have been permitted on the relevant LCT Test Date in compliance with such provisionTransaction. For the avoidance of doubt, if Operating LLC the Borrower has made an LCT Election, (1) if Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow EBITDA or any financial metric of the CompanyPerson subject to such Limited Condition Transaction, at or prior to the consummation of such Limited Condition Transaction, 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 (and no Default or Event fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket availability with respect to any transaction that is not entered into in connection with any action or transaction unrelated to such Limited Conditional Condition Transaction following the relevant LCT Test Date (a “Subsequent Transaction”) and prior to the earlier of (x) the date on which such Limited Condition Transaction is consummated and or (y) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction (or the date on which the Borrower demonstrates to the Administrative Agent that it has elected not to pursue such Limited Condition Transaction) (such earlier date, the “LCT End Date”), then for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated (and, if such Subsequent Transaction is the making of a Restricted Payment or an Unsecured Debt Prepayment, assuming such Limited Condition Transaction and other transactions to be entered into in connection therewith have not been consummated).

Limited Condition Transactions. In connection with determining whether any action being taken in connection with a Limited Condition Transaction, for purposes of any provision of this Indenture that requires that no Default or 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 the date the definitive agreement for such Limited Condition Transaction and is entered into. Furthermore, in connection with 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 hereunderaction being taken in connection with a Limited Condition Transaction, for purposes of: (1) determining compliance with any provision of this Indenture which determination requires the calculation of any financial ratioratio or test, test including the Total Net Secured Leverage Ratio; or basket, (2) testing availability under baskets set forth in the Indenture (including baskets measured as a percentage of Consolidated EBITDA); in each calculated on a pro forma basiscase, at the option of Operating LLC the Issuer (Operating LLCthe 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 agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and if, after giving pro forma effect Pro Forma Effect to the Limited Condition Transaction, such Limited Condition Transaction the Issuer or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such provisionratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, (i) if Operating LLC the Issuer has made an LCT Election, (1) if Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with satisfied as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow EBITDA, at or prior to the consummation of the Companyrelevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with satisfied as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2ii) such ratios, tests or baskets shall not be tested at the time of consummation of such Limited Condition Transaction, unless the Issuer elects in calculating the availability under any its sole discretion to test such ratio, test or basket on the date such Limited Condition Transaction is consummated instead of the date of the related definitive agreement. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any action event or transaction unrelated to such Limited Conditional Transaction following occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or 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 the Indenture, any such ratio, test or basket shall be determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith have been consummated.

Limited Condition Transactions. In connection Solely for purposes of determining (a) compliance on a Pro Forma Basis with determining whether any Limited Condition Transaction and any actions or transactions related thereto (including the incurrence, issuance or assumption provision of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens and the making of Restricted Payments and Investments) is permitted hereunder, for which determination this Agreement that requires the calculation of the Total Net First Lien Leverage Ratio, Total Net Leverage Ratio, Total Secured Net Leverage Ratio, Consolidated Total Assets or EBITDA or (b) whether a Default or an Event of Default has occurred and is continuing, in each case in connection with any financial ratiodetermination as to whether a Limited Condition Transaction is permitted to be consummated, test or basket, each calculated on a pro forma basisthe date of determination of whether such Limited Condition Transaction is permitted hereunder shall, at the option of Operating LLC (Operating LLC’s election to exercise such option in connection with any Limited Condition Transactionthe U.S. Borrower, an “LCT Election”), the date of determination shall be deemed to be the date on which the definitive agreement agreements for such Limited Condition Transaction are entered into or the date such irrevocable notice or offer for such Limited Condition Transaction is entered into delivered, as applicable (the “LCT Test Date”) (provided that the U.S. Borrower exercises such option by delivering to the Administrative Agent a certificate of a Responsible Officer prior to the LCT Test Date), and if, after giving with such determination to give pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would have been permitted on and the relevant other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date in compliance with such provisionDate. For the avoidance of doubt, if Operating LLC has made an LCT Election, (1x) if the U.S. Borrower has exercised such option and any of the tests, ratios, tests baskets or baskets amounts for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such test, ratio, test basket or basketamount, including due to fluctuations in Consolidated Cash Flow Total Assets or EBITDA of the CompanyU.S. Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the Limited Condition Transaction, such basketstest, tests or ratios ratios, baskets and amounts will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted to be consummated and (y) if any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into or the date such irrevocable notice or offer for such Limited Condition Transaction is delivered and no prior to such Limited Condition Transaction, any such Default or Event of Default shall be deemed not to have occurred due to or be continuing for purposes of determining whether any action being taken in connection with such failure to comply)Limited Condition Transaction is permitted. If the U.S. Borrower has exercised such option for any Limited Condition Transaction, and (2) in calculating the availability under any ratiothen, test or basket in connection with any action subsequent calculation of such test, ratios, baskets or transaction unrelated to such Limited Conditional Transaction amounts 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 and (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice agreements for such Limited Condition Transaction is terminated, expires are terminated or passes, as applicable, expire without consummation of such Limited Condition Transaction, any such ratiotest, test ratio basket or basket shall be determined or tested giving pro forma effect to calculated on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and the other transactions in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated; provided that if the U.S. Borrower elects to have such determinations occur at the time of entry into such definitive agreement or the date such irrevocable notice or offer for such Limited Condition Transaction is delivered, as applicable, any indebtedness to be incurred (and any associated lien) shall be deemed incurred at the time of such election (until such time as the indebtedness is actually incurred or the applicable acquisition agreement is terminated without actually consummating the applicable acquisition) and outstanding thereafter for purposes of pro forma compliance with any applicable financial test. For the avoidance of doubt, this Section 1.05 shall not be applicable to any determination of Specified Availability for purposes of determining Pro Forma Compliance.

Limited Condition Transactions. In Notwithstanding anything to the contrary herein, in connection with determining whether any action being taken solely in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of: (i) determining compliance with any provision of this Agreement (other than the Financial Covenant) which determination requires the calculation of any financial ratioratio or test, test including the Total Net First Lien Leverage Ratio, Total Net Secured Leverage Ratio, Total Net Leverage Ratio and Interest Coverage Ratio (and, for the avoidance of doubt, any financial ratio set forth in the definition of Maximum Incremental Facilities Amount); (ii) determining compliance with representations and warranties, or basket, a requirement regarding the absence of Defaults or Events of Default; or (iii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of LTM CEBITDA); in each calculated on a pro forma basiscase, at the option of Operating LLC the Borrower (Operating LLCthe 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 the definitive agreement agreements for such Limited Condition Transaction is are entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition TransactionTransaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date, such Limited Condition Transaction the Borrower would have been permitted to take such action on the relevant LCT Test Date in compliance with such provisionratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Borrower has made an LCT Election, (1) if Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow CEBITDA or Total Assets of the CompanyBorrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, 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 (and no Default or Event fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection availability with respect to the Incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any action Permitted Investment, mergers, the conveyance, lease or transaction unrelated to such Limited Conditional Transaction other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (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 and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transactions. In connection with determining whether any action being taken solely in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of: (a) determining compliance with any provision of this Agreement which determination requires the calculation of any financial ratioConsolidated EBITDA (including, test without limitation, tests measured as a percentage of Consolidated EBITDA), the First Lien Net Leverage Ratio, the Net Leverage Ratio, the Secured Net Leverage Ratio or basketAvailable Liquidity (including, without limitation, Section 2.9); or (b) testing availability under baskets set forth in this Agreement (including, without limitation, baskets measured as a percentage of Consolidated Tangible Assets); in each calculated on a pro forma basiscase, at the option of Operating LLC Company (Operating LLCCompany’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 Acquisition, the date the definitive agreement agreements for such Limited Condition Transaction Acquisition are entered into, (ii) in the case of any redemption or repayment of Indebtedness requiring irrevocable advance notice or any irrevocable offer to purchase Indebtedness that is entered into not subject to obtaining financing, the date of such irrevocable advance notice or irrevocable offer and (iii) in the case of any declaration of a Dividend in respect of, or irrevocable advance notice of, or any irrevocable offer to, purchase, redemption or other acquisition or retirement for value of any Capital Stock of, Company that is not subject to obtaining financing, the date of such declaration, irrevocable advance notice or irrevocable offer (each, an “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition TransactionAcquisition 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 Test Period ended prior to the LCT Test Date, Company could have taken such Limited Condition Transaction would have been permitted action on the relevant LCT Test Date in compliance with such provisiontest, ratio or basket, such test, ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC If Company has made an LCT Election, (1) if Election and any of the ratiostests, tests ratios or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratiotest, test ratio or basket, including due to fluctuations in Consolidated Cash Flow EBITDA or Consolidated Tangible Assets of Company and its Subsidiaries, at or prior to the consummation of the Companyrelevant transaction or action, such basketstests, tests baskets or ratios will not be deemed not to have been exceeded or failed to have been complied with as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken. If Company has made an LCT Election for any Limited Condition Transaction, then (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2x) in calculating the availability under any ratio, test or basket in connection with any action subsequent calculation of any test, ratio or transaction unrelated basket availability with respect to such Limited Conditional Transaction the incurrence of Indebtedness or Liens, or the making of Investments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of Company, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Entity on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or, in the date that case of a Limited Condition Acquisition, the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction Acquisition is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition TransactionAcquisition, any such test, ratio or basket shall be tested by calculating the availability under such test, ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof) and (y) in connection with any calculation of any ratio, test or basket shall be determined or tested giving pro forma effect availability with respect to the making of Restricted Payments following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition TransactionTransaction is consummated or, in the case of a Limited Condition Acquisition, the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether the making of such Restricted Payment is permitted under this Agreement, any such test, ratio or basket shall be tested by calculating the availability under such test, ratio or basket on a Pro Forma Basis (i) assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith have not been consummated. In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which requires that no Unmatured Event of Default, Event of Default, Certain Funds 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 Company, be deemed satisfied, so long as no Unmatured Event of Default, Event of Default, Certain Funds Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. If Company has exercised its option under this Section 1.5, and any Unmatured Event of Default, Event of Default, Certain Funds Default or specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Unmatured Event of Default, Event of Default, Certain Funds 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 Acquisition is permitted hereunder.

Limited Condition Transactions. In Notwithstanding anything to the contrary herein or in any other Loan Document, in connection with determining whether any action being taken solely in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of: (a) determining compliance with any provision of this Agreement which determination requires the calculation of any financial ratioratio or test, test including the Total First Lien Net Leverage Ratio, Total Net 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 Secured Leverage Ratio, Total Net Leverage Ratio and Fixed Charge Coverage Ratio, or basket, requires the absence of any Default or Event of Default; or (b) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA); in each calculated on a pro forma basiscase, at the option of Operating LLC the Initial Borrower (Operating LLCthe Initial 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 under the Loan Documents shall be deemed to be the date the definitive agreement agreements for such Limited Condition Transaction is are entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition TransactionTransaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, such Limited Condition Transaction the Initial Borrower would have been permitted to take such action on the relevant LCT Test Date in compliance with such provisionratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Initial Borrower has made an LCT Election, (1) if Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow EBITDA or Total Assets at or prior to the consummation of the Companyrelevant transaction or action, 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 (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to 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 and the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transactionfluctuations.

Limited Condition Transactions. In connection For purposes of determining pro forma compliance with determining the Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio or any other basket based on Consolidated EBITDA, or whether any Limited Condition Transaction a Default or an Event of Default has occurred and any actions or transactions related thereto is continuing (including in the incurrencecase of the funding of an Incremental Tranche, issuance or assumption but excluding in the case of Indebtedness and the use funding of proceeds thereofan Incremental Revolving Commitment), the incurrence or creation of Liens and the making of Restricted Payments and Investments) is permitted hereunder, for which determination requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basis, at the option of Operating LLC (Operating LLC’s election to exercise such option in connection with the consummation of any acquisition or investment not prohibited hereunder that a Loan Party or a Subsidiary is contractually committed to consummate (it being understood that such commitment may be subject to conditions precedent, which conditions precedent may be amended or waived in accordance with the 52 terms of the applicable agreement, so long as after giving effect thereto, such acquisition or investment would not be prohibited under the Loan Documents) and whose consummation is not conditioned on the availability of, or on obtaining, third party financing (or which cannot be terminated by such Loan Party or such Subsidiary without incurrence of a material payment or fee (any such acquisition or investment, a “Limited Condition Transaction, an “LCT Election”), the date of determination shall be deemed to shall, at the option of the Lead Borrower, be the date the definitive agreement agreements for such Limited Condition Transaction is are entered into (the “LCT Test Date”), and such determination shall be made on the basis of financial information available as of the LCT Test Date and if, immediately after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would and the other transactions related thereto to be entered into in connection therewith (including any incurrence of indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable test period ending on the LCT Test Date, such Loan Party could have been permitted consummated such Limited Condition Transaction and such other transactions on the relevant LCT Test Date in compliance with such provisionratio, test or basket, then such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC has made an LCT Election, (1) if any of the ratios, tests such ratios or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been amounts are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test ratio or basket, amount (including due to fluctuations in Consolidated Cash Flow EBITDA of the CompanyBorrowers or the person subject to such Limited Condition Transaction), at or prior to the consummation of the relevant transaction or action, 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 (and no Default solely for purposes of determining whether the relevant transaction or Event action is permitted to be consummated or taken; provided that if a Borrower makes such election, then in connection with any calculation of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection availability with respect to any action or transaction unrelated to such Limited Conditional Transaction following the relevant LCT Test Date and prior to the earlier earliest of the date on which such Limited Condition Transaction is consummated consummated, the 120th day following the signing of the definitive agreement for such Limited Condition Transaction and the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test or basket shall be determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transactions. In connection For purposes of (i) determining compliance with determining whether any Limited Condition Transaction and any actions provision of this Agreement 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 hereunder, for other Loan Documents which determination requires the calculation of any financial ratio, test (ii) determining the accuracy of any representations or basketwarranties or determining whether any Default or Event of Default has occurred or (iii) testing availability under baskets set forth in this Agreement or the other Loan Documents, in each calculated on case, in connection with a pro forma basisLimited Condition Transaction, at the option of Operating LLC the Borrower (Operating LLCthe 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 the definitive agreement for such Limited Condition Transaction is entered into (such date, the “LCT Test Date”), and if, on a Pro Forma Basis after giving pro forma effect to the Limited Condition TransactionTransaction 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 Measurement Period, as applicable, ending prior to the LCT Test Date, the Borrower could have taken such Limited Condition Transaction would have been permitted action on the relevant LCT Test Date in compliance with such provision. For the avoidance of doubt, if Operating LLC has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date 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, test ratio or basket, including due to fluctuations in Consolidated Cash Flow of the Company, such baskets, tests ratio or ratios will not basket shall be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply)with. If the Borrower has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of any ratio or transaction unrelated to such Limited Conditional Transaction basket 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 consummated, and (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test ratio or basket shall be determined or calculated and tested giving pro forma effect to on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith have been consummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement for such Limited Condition Transaction has been terminated. For the avoidance of doubt, if any of such ratios or amounts are exceeded as a result of changes in such ratio or amount, at or prior to the consummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded as a result of such changes solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken.

Limited Condition Transactions. (a) In connection with determining whether any action being taken in connection with a Limited Condition Transaction, for purposes of 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 the date the definitive agreement for such Limited Condition Transaction and is entered into. (b) Furthermore, in connection with 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 hereunderaction being taken in connection with a Limited Condition Transaction, for purposes of: (1) determining compliance with any provision of this Indenture which determination requires will require the calculation of any financial ratioratio or test, test including the Consolidated Coverage Ratio, the Consolidated Total Net Leverage Ratio and the Consolidated Secured Net Leverage Ratio; or (2) testing availability under baskets to be set forth in this Indenture (including baskets measured as a percentage of Consolidated EBITDA or basket, Total Assets); in each calculated on a pro forma basiscase, at the option of Operating LLC the Issuer (Operating LLCthe 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 agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and if, after giving pro forma effect Pro Forma Effect to the Limited Condition Transaction, such Limited Condition Transaction the Issuer or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such provisionratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, (i) if Operating LLC the Issuer has made an LCT Election, (1) if Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with satisfied as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow EBITDA or Total Assets, at or prior to the consummation of the Companyrelevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with satisfied as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2ii) such ratios, tests or baskets shall not be tested at the time of consummation of such Limited Condition Transaction, unless the Issuer elects in calculating the availability under any its sole discretion to test such ratio, test or basket on the date such Limited Condition Transaction is consummated instead of the date of the related definitive agreement. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any action event or transaction unrelated to such Limited Conditional Transaction following occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or 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 Indenture, any such ratio, test or basket shall be determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith have been consummated.

Limited Condition Transactions. In connection with determining whether any action being taken solely in connection with a Limited Condition Transaction and any actions or transactions related thereto (including the incurrence, issuance any contemplated incurrence 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 hereunderDebt in connection therewith), for which determination purposes of (a) determining compliance with any provision of this Indenture that requires the calculation of the Fixed Charge Coverage Ratio, (b) testing availability under baskets set forth in this Indenture (other than any financial ratioSpecified Availability threshold applicable to such basket) or (c) determining the accuracy of representations and warranties and/or whether a Default or Event of Default shall have occurred and be continuing, test or basket, in each calculated on a pro forma basiscase, at the option of Operating LLC the Company (Operating LLCthe Company’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 agreement for agreements with respect to such Limited Condition Transaction are entered into, in the case of a Limited Condition Eligible Transaction described in clause (a) of the definition thereof, or the date on which irrevocable notice of the applicable repayment or redemption of Debt is entered into delivered, in the case of a Limited Condition Eligible Transaction described in clause (b) of the definition thereof (in each case, the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition TransactionTransaction and the other transactions to be entered into in connection therewith (including any incurrence of Debt or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent period of four consecutive fiscal quarters ending on or prior to the LCT Test Date (or, if such Limited Condition Transaction would date is not the last day of any fiscal quarter, the most recently completed fiscal quarter for which financial statements are required to have been permitted delivered pursuant to Section 4.01(a), (b) or (c)), the Company could have taken such action on the relevant LCT Test Date in compliance with such provision. For ratio, basket or requirement with respect to the avoidance accuracy of doubtrepresentations and warranties or absence of Defaults or Events of Default, if Operating LLC has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date 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, test basket or basket, including due to fluctuations in Consolidated Cash Flow of the Company, such baskets, tests or ratios will not requirement shall be deemed to have been exceeded or failed complied with; provided, with respect to have been complied any provision that requires minimum Specified Availability, compliance with as a result of such fluctuations (and no Default or Event of Default Specified Availability test shall be deemed to have occurred due to such failure to comply)made at the time any Limited Condition Transaction is consummated instead of on the LCT Test Date. If the Company has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratiothen, test or basket in connection with any action subsequent calculation of the ratios or transaction unrelated to such Limited Conditional Transaction 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 and or (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test ratio or basket shall be determined or tested giving calculated on a pro forma effect to basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Debt or Liens and the use of proceeds thereof) have been consummated.

Limited Condition Transactions. In When calculating the availability under any basket or ratio under the indenture or compliance with any provision of the indenture in connection with determining whether any Limited Condition Transaction and Transaction, any actions or transactions related thereto (including including, without limitation, acquisitions, Investments, the incurrence, issuance or assumption incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock and the use of proceeds thereoftherefrom, the incurrence or creation of Liens and the making of Restricted Payments Payments), and Investments) is permitted hereunderdetermining compliance with provisions relating to Defaults and Events of Default, for which determination requires the calculation of any financial ratio, test or basket, in each calculated on a pro forma basiscase, at the option of Operating LLC the Company (Operating LLCthe Company’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination for availability under any such test basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including, without limitation, as to the absence of any continuing Default or Event of Default) under the indenture shall be deemed to be the date the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, if applicable, the date of delivery of an irrevocable notice or similar event) (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition TransactionTransaction and any actions or transactions related thereto (including, such Limited Condition Transaction without limitation, acquisitions, Investments, the incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock and the use of proceeds therefrom, the incurrence of Liens and the making of Permitted Investments and Restricted Payments) on a pro forma basis, the Company or any of its Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such provisionratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposes under the indenture (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued or otherwise incurred at the LCT Test Date or at any time thereafter); provided, that 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 or any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock and the use of proceeds therefrom, the incurrence of Liens and the making of Permitted Investments and Restricted Payments). For the avoidance of doubt, if Operating LLC the Company has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date 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, test or basket, including due to fluctuations in Consolidated Cash Flow EBITDA or Total Assets or other financial test or ratio or other metric of the CompanyCompany or the Person subject to such Limited Condition Transaction, 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 fluctuations; (2) if any related requirements and conditions (including as to the 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 a Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and no such Default or Event of Default shall be deemed not to have occurred due to such failure to complyor be continuing), ; and (23) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Conditional Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment the transaction specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.

Limited Condition Transactions. In connection with determining whether any action being taken in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of (i) determining compliance with any provision of this Agreement which determination requires the calculation of any financial ratioratio or test, test (ii) determining the accuracy of representations and warranties in Section 8 and/or whether a Default or basketEvent of Default shall have occurred and be continuing under Section 11 or (iii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets), in each calculated on a pro forma basiscase, at the option of Operating LLC the Borrower (Operating LLCthe Borrower’s election to exercise such 102 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 at the option of the Borrower, (i) the date the definitive agreement for such Limited Condition Transaction is entered into (or the date of the effectiveness of any documentation or agreement with a substantially similar effect as a binding acquisition agreement), (ii) at the time that binding commitments to provide any debt contemplated or incurred in connection therewith are provided or at the time such debt is incurred or (iii) at the time of the consummation of the relevant Limited Condition Transaction (the “LCT Test Date”), and if, after giving pro forma effect Pro Forma Effect to the Limited Condition Transaction, such Limited Condition Transaction would the Borrower or any of its Restricted Subsidiaries could have been permitted to take such action on the relevant LCT Test Date in compliance with such provisionratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Borrower has made an LCT ElectionElection and, (1) if following the LCT Test Date, any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date could have been exceeded or otherwise failed to have been complied with satisfied as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow EBITDA, Consolidated Interest Expense or Consolidated Total Assets following the LCT Test Date but at or prior to the consummation of the Companyrelevant Limited Condition Transaction, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with satisfied as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply)fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action event or transaction unrelated to such Limited Conditional Transaction following occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or 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 determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith have been consummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated.

Limited Condition Transactions. (a) In connection with determining whether any action being taken in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of determining compliance with any provision of this Agreement which determination requires the calculation that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any financial ratiosuch action, test or basketas applicable, each calculated on a pro forma basissuch condition shall, at the option of Operating LLC the Company, 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 for such Limited Condition Transaction are entered into or 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 Company has exercised its option under the first sentence of this clause (Operating LLCa), and any Default, Event of Default or specified Event of Default, as applicable, occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into or 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 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. (b) 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 Agreement which requires the calculation of the Consolidated First Lien Leverage Ratio or the Consolidated Total Corporate Leverage Ratio; or (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Tangible Assets); (c) in each case, at the option of the Company (the Company’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 agreement agreements for such Limited Condition Transaction is are entered into or irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, as applicable (the “LCT LCA Test Date”), and if, after giving pro forma effect to the Limited Condition TransactionTransaction 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 LCA Test Date for which consolidated financial statements of the Company are available, the Company could have taken such Limited Condition Transaction would have been permitted action on the relevant LCT LCA Test Date in compliance with such provisionratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Company has made an LCT Election, (1) if LCA Election and any of the ratios, tests baskets or baskets amounts for which compliance was determined or tested as of the LCT LCA Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test basket or basketamount, including due to fluctuations in Consolidated Cash Flow EBITDA or Consolidated Tangible Assets of the CompanyCompany 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, tests ratios or ratios amounts will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply)fluctuations. If the Company has made an LCA Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of any ratio or transaction unrelated basket availability with respect to such Limited Conditional Transaction the Incurrence 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 Company or the designation of an Unrestricted Subsidiary 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 and the date that or the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test ratio or basket shall be determined or tested giving calculated on a pro forma effect basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence or discharge of Indebtedness and the use of proceeds of such Incurrence) have been consummated; provided that, with respect to the making of 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 or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio shall also 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 of such Incurrence) have not been consummated.

Limited Condition Transactions. In connection with determining whether any action being taken solely in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of: (a) determining compliance with any provision of this Agreement which determination requires the calculation of any financial ratioConsolidated EBITDA (including, test without limitation, tests measured as a percentage of Consolidated EBITDA), the First Lien Net Leverage Ratio, the Net Leverage Ratio, the Secured Net Leverage Ratio or basketAvailable Liquidity (including, without limitation, Section 2.9); or (b) testing availability under baskets set forth in this Agreement (including, without limitation, baskets measured as a percentage of Consolidated Tangible Assets or Consolidated Assets); in each calculated on a pro forma basiscase, at the option of Operating LLC Company (Operating LLCCompany’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 Acquisition, the date the definitive agreement agreements for such Limited Condition Transaction Acquisition are entered into, (ii) in the case of any redemption or repayment of Indebtedness requiring irrevocable advance notice or any irrevocable offer to purchase Indebtedness that is entered into not subject to obtaining financing, the date of such irrevocable advance notice or irrevocable offer and (iii) in the case of any declaration of a Dividend in respect of, or irrevocable advance notice of, or any irrevocable offer to, purchase, redemption or other acquisition or retirement for value of any Capital Stock of, Company that is not subject to obtaining financing, the date of such declaration, irrevocable advance notice or irrevocable offer (each, an “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition TransactionAcquisition 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 Test Period ended prior to the LCT Test Date, Company could have taken such Limited Condition Transaction would have been permitted action on the relevant LCT Test Date in compliance with such provisiontest, ratio or basket, such test, ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC If Company has made an LCT Election, (1) if Election and any of the ratiostests, tests ratios or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratiotest, test ratio or basket, including due to fluctuations in Consolidated Cash Flow EBITDA or, Consolidated Tangible Assets or Consolidated Assets of Company and its Subsidiaries, at or prior to the consummation of the Companyrelevant transaction or action, such basketstests, tests baskets or ratios will not be deemed not to have been exceeded or failed to have been complied with as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken. If Company has made an LCT Election for any Limited Condition Transaction, then (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2x) in calculating the availability under any ratio, test or basket in connection with any action subsequent calculation of any test, ratio or transaction unrelated basket availability with respect to such Limited Conditional Transaction the incurrence of Indebtedness or Liens, or the making of Investments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of Company, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Entity on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or, in the date that case of a Limited Condition Acquisition, the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction Acquisition is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition TransactionAcquisition, any such test, ratio or basket shall be tested by calculating the availability under such test, ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof) and (y) in connection with any calculation of any ratio, test or basket shall be determined or tested giving pro forma effect availability with respect to the making of Restricted Payments following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition TransactionTransaction is consummated or, in the case of a Limited Condition Acquisition, the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether the making of such Restricted Payment is permitted under this Agreement, any such test, ratio or basket shall be tested by calculating the availability under such test, ratio or basket on a Pro Forma Basis (i) assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith have not been consummated. In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which requires that no Unmatured Event of Default, Event of Default, Certain Funds 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 Company, be deemed satisfied, so long as no Unmatured Event of Default, Event of Default, Certain Funds Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. If Company has exercised its option under this Section 1.5, and any Unmatured Event of Default, Event of Default, Certain Funds Default or specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Unmatured Event of Default, Event of Default, Certain Funds 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 Acquisition is permitted hereunder.

Limited Condition Transactions. In connection Notwithstanding anything in this Agreement or any Loan Document to the contrary, when determining compliance with determining whether any applicable conditions to the consummation of any Limited Condition Transaction and any actions related transactions (including, without limitation, any Default or transactions related thereto (including the incurrenceEvent of Default condition, issuance any representation or assumption of Indebtedness warranty and the use of proceeds thereofcompliance with any Total Net Leverage Ratio or Interest Coverage Ratio), the incurrence or creation date of Liens and the making determination of Restricted Payments and Investments) is permitted hereunder, for which determination requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basissuch applicable conditions shall, at the option of Operating LLC the Borrower (Operating LLCthe Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination shall be deemed to be the date the definitive agreement agreements for such Limited Condition Transaction is are entered into (the “LCT Test Date”), and if, . If on a Pro Forma Basis after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof), such applicable conditions are calculated as if such Limited Condition Transaction and other related transactions had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date for which financial statements are available to the Administrative Agent, the Borrower or Restricted Subsidiary could have been permitted taken such action on the relevant LCT Test Date in compliance with the applicable conditions thereto, such provisionapplicable conditions shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC an LCT Election is made, the only conditions applicable thereto tested at the time of consummation of such Limited Condition Transaction shall be (i) the accuracy of the representations and warranties that would constitute “Specified Representations” (the definition of which shall be agreed by the Borrower and the lenders providing such Indebtedness) and the representations and warranties in the relevant acquisition agreement the breach of which would permit the buyer to terminate its obligations thereunder or decline to consummate such Limited Condition Transaction (and the reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or a similar definition as defined in the main transaction agreement governing such Limited Condition Transaction) and (ii) no Event of Default pursuant to Section 8.01(a) or (f) shall have occurred and be continuing on the date such Limited Condition Transaction is actually consummated. If the Borrower has made an LCT ElectionElection for any Limited Condition Transaction, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date 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, test or basket, including due to fluctuations in Consolidated Cash Flow of the Company, 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 (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of any ratio or transaction unrelated basket availability with respect to such Limited Conditional any other Specified 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 and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test ratio or basket shall be determined calculated (x) in the case of any Restricted Payment or tested giving pro forma effect to Junior Prepayment, both (i) on a Pro Forma Basis assuming such Limited Condition Transaction and other related transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) on a Pro Forma Basis assuming such Limited Condition Transaction and other related transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated, and the applicable action shall only be permitted if there is sufficient availability under the applicable ratio or basket under both of the calculations pursuant to subsection (i) and (ii) and (y) in the case of any other Specified Transaction, on a Pro Forma Basis assuming such Limited Condition Transaction and other related transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transactions. In connection with determining whether any Limited Condition Transaction 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 are permitted hereunderunder this Indenture, for which determination requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basis, at the option of Operating LLC the Parent (Operating LLCthe Parent’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would have been permitted on the relevant LCT Test Date in compliance with such provisionprovision the requirements of such provision shall be deemed satisfied. For the avoidance of doubt, if Operating LLC the Parent has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date 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, test or basket, including due to fluctuations in Consolidated Cash Flow of the CompanyParent, 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 (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Conditional Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.

Limited Condition Transactions. In Notwithstanding anything in this Agreement or any Credit Document to the contrary, when calculating any applicable ratio, the amount or availability of any basket, or determining other compliance with this Agreement (including, except for purposes of extensions of credit under the Revolving Credit Commitments, the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, or the accuracy of any representations or warranties but excluding any determination of the Payment Conditions) in connection with determining the consummation of a Limited Condition Transaction, the date of determination of such ratio, the amount or availability of any basket and, except for any extension of credit under the Revolving Credit Commitments, determination of whether any Limited Condition Transaction Default or Event of Default has occurred, is continuing or would result therefrom or any representation or warranty shall be true and any actions correct 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 hereunder, for which determination requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basisother applicable covenant shall, at the option of Operating LLC the Parent Borrower (Operating LLCthe Parent Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination shall be deemed to be the date the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, in respect of any transaction described in clause (b) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice or similar event) (the “LCT Test Date”), . If after such ratios and if, other provisions are measured on a Pro Forma Basis after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would 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 occurred at the beginning of the applicable Test Period ending prior to the LCT Test Date, the Parent Borrower could have been permitted taken such action on the relevant LCT Test Date in compliance with such provisionratios and provisions, such provisions shall be deemed to have been complied with; provided that at the option of the Parent Borrower, the relevant ratios and baskets may be recalculated at the time of consummation of such Limited Condition Transaction. For the avoidance of doubt, if Operating LLC has made an LCT Election, (1i) if any of the ratios, tests such ratios or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with breached as a result of fluctuations in any such ratio, test ratio or basket, basket (including due to fluctuations in Consolidated Cash Flow EBITDA of the CompanyParent Borrower and its Restricted Subsidiaries or fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such baskets, tests or ratios and other provisions will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default or Event solely for purposes of Default shall be deemed to have occurred due to such failure to comply), determining whether the Limited Condition Transaction is not prohibited hereunder and (2ii) in calculating such ratios and other provisions shall not be tested at the availability under time of consummation of such Limited Condition Transaction or related Specified Transactions. If the Parent Borrower has made an LCT Election for any ratioLimited Condition Transaction, test or basket then in connection with any action subsequent calculation of any ratio or transaction unrelated basket availability with respect to such Limited Conditional any other Specified 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 and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition TransactionTransaction (or, if applicable, the irrevocable notice or similar event is terminated or expires), any such ratio, test ratio or basket shall be determined or tested giving pro forma effect to calculated on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated or expires (or, if applicable, the irrevocable notice or similar event is terminated or expires).

Limited Condition Transactions. 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 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, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into. For the avoidance of doubt, if the Company has exercised its option under the first sentence of this paragraph, and any Default or Event of Default occurs following the date such definitive agreement for a Limited Condition Transaction is entered into 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 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 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 Agreement which determination requires the calculation of any financial ratioratio or test, test including the Proportionate Net Leverage Ratio; or basket, (2) testing baskets set forth in this Agreement; in each calculated on a pro forma basiscase, at the option of Operating LLC the Company (Operating LLCthe Company’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 agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into (the “"LCT Test Date”"); provided, however, that the Company 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 TransactionTransaction and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof), as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated EBITDA” and “Proportionate Net Leverage Ratio”, the Company, the Target or any Target Restricted Subsidiary could have taken such Limited Condition Transaction would have been permitted action on the relevant LCT Test Date in compliance with such provisionratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For If the avoidance of doubt, if Operating LLC Company has made an LCT Election, (1) if Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow EBITDA, of the CompanyTarget and its Target Restricted Subsidiaries at or prior to the consummation of the relevant transaction or action, such baskets, tests baskets or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default or Event fluctuations. If the Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection availability under this Agreement (including with any action respect to the Incurrence of Debt or transaction unrelated to such Limited Conditional Transaction 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) on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and the date that or the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving calculated on a pro forma effect to basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) have been consummated. 217 Project Meria: Senior Facilties Agreement The capitalized words and expressions in this Schedule 13 shall have the meaning ascribed to them in Schedule 14 (Certain New York Law Defined Terms) save that if a capitalized word or expression is not given a meaning in Schedule 14 (Certain New York Law Defined Terms), it shall be given the meaning ascribed to it in Clause 1.1 (Definitions) or otherwise pursuant to the recitals in this Agreement. 1. Subject to Sections 2 and 3 below, each of the following is an Event of Default under this Agreement: (a) default by the Company in any payment of interest on any amount payable under a Finance Document when due and payable, continued for five (5) Business Days; (b) default by the Company in the payment of the principal amount of or premium, if any, on any amount payable under a Finance Document when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, continued for five (5) Business Days; (c) failure by the Company to comply for thirty (30) Business Days after written notice by the Agent with any agreement or obligation contained in this Agreement, other than any failure contemplated by Clauses 23.3 (Misrepresentation) and 23.4 (Unlawfulness and Invalidity); (d) the occurrence of any default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Debt for money borrowed by the Company or the payment of which is Guaranteed by the Company, in each case, other than Debt owed to the Company, whether such Debt or Guarantee now exists, or is created after the date hereof, which default: (i) is caused by a failure to pay principal of such Debt, at its stated final maturity (after giving effect to any applicable grace periods) provided in such Debt (a "payment default"); or (ii) results in the acceleration of such Debt prior to its stated final maturity (an "acceleration"), and, in each case, the aggregate principal amount of all Debt subject to such payment defaults or accelerations (after giving effect to any applicable grace periods), is in excess of $10.0 million; (e) any of the following occurs: (i) a decree or order for relief in respect of the Company, NJJ Holding, Topco or the Target in an involuntary case or proceeding under any applicable Bankruptcy Law is sanctioned by a court of competent jurisdiction and becomes unconditional; (ii) a decree or order under any applicable Bankruptcy Law is sanctioned by a court of competent jurisdiction and becomes unconditional: (A) adjudging that the Company, NJJ Holding, Topco or the Target is bankrupt or insolvent; (B) other than on a solvent basis, seeking reorganisation, arrangement, adjustment, proposal or composition of or in respect of the Company, NJJ Holding, Topco or the Target under any Bankruptcy Law; (C) other than on a solvent basis, appointing a custodian, receiver, (provisional, interim or permanent) or manager, liquidator, trustee, sequestrator (or other similar official) thereof over part of the assets of the Company, NJJ Holding, Topco or the Target with a market value in excess of $10.0 million; or 218 Project Meria: Senior Facilties Agreement (D) other than on a solvent basis, ordering the winding up, dissolution or liquidation of the affairs of the Company, NJJ Holding, Topco or the Target, and any such decree, order or appointment continues to be in effect and unstayed for a period of thirty (30) consecutive Business Days; or (iii) the Company, NJJ Holding, Topco or the Target: (A) consents to the filing of a petition, application, answer, proposal or consent seeking reorganisation or relief under any applicable Bankruptcy Law; (B) consents to the entry of a decree or order for relief in respect thereof in an involuntary case or proceeding under any applicable Bankruptcy Law; (C) consent to the commencement of any bankruptcy or insolvency in respect thereof under any applicable Bankruptcy Law; (D) other than on a solvent basis, consents to the appointment of, or taking possession by, a custodian, receiver, (provisional, interim or permanent) or manager, liquidator, administrator, examiner, supervisor, trustee, sequestrator or similar official over part of its assets with a market value in excess of the greater of $10.0 million; (E) other than on a solvent basis or with a Creditor (as defined in the Intercreditor Agreement), the Agent or the Security Agent, makes an assignment or proposal for the benefit of its creditors generally; or (F) expressly admits in writing that it is insolvent or unable to pay its debts generally as they become due or commits an "act of bankruptcy" under any applicable Bankruptcy Law, which, in each case, is (1) sanctioned by a court and becomes unconditional; and (2) not with a Creditor (as defined in the Intercreditor Agreement) (in its capacity as such), the Agent or the Security Agent; (f) failure by the Company to pay final judgments aggregating in excess of $10.0 million, other than any judgments covered by indemnities provided by, or insurance policies issued by, reputable and creditworthy companies, which final judgments remain unpaid, undischarged and unstayed for a period of more than sixty (60) days (after receipt of notice from the Agent) after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; and (g) the occurrence of any default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Debt for money borrowed by the Target or the Target Restricted Subsidiaries or the payment of which is Guaranteed by the Target or the Target Restricted Subsidiaries, in each case, other than Debt owed to the Target or the Target Restricted Subsidiaries, whether such Debt or Guarantee now exists, or is created after the date hereof, which default: (i) is a payment default; or (ii) results in an acceleration of such Debt, 219 Project Meria: Senior Facilties Agreement and, in each case, the aggregate principal amount of all Debt subject to such payment defaults or accelerations (after giving effect to any applicable grace periods), is in excess of $200.0 million; and (h) any Security Interest under the Transaction Security Documents cease to be in full force and effect (other than in accordance with the terms of the relevant Transaction Security Document, the Intercreditor Agreement, any Additional Intercreditor Agreement and this Agreement) for any reason other than the satisfaction in full of all obligations under this Agreement or the release of any such Security Interest in accordance with the terms of this Agreement, the Intercreditor Agreement, any Additional Intercreditor Agreement or the Transaction Security Documents or any such Security Interest created thereunder shall be declared invalid or unenforceable or the Company shall assert in writing that any such Security Interest is invalid or unenforceable and any such Default continues for thirty (30) Business Days.

Limited Condition Transactions. In As it relates to any action being taken solely in connection with a Limited Condition Transaction, for purposes of: 67 US-DOCS\147522098.13158668077.2 (a) determining compliance with any provision of this Agreement (other than determining whether any Limited Condition Transaction and any actions or transactions related thereto (including the incurrence, issuance or assumption an Event of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens and the making of Restricted Payments and InvestmentsDefault has occurred under Section 6.10) is permitted hereunder, for which determination requires the calculation of any financial ratioratio or financial test, test (b) testing availability under baskets set forth in this Agreement (including baskets determined by reference to EBITDA or basketTotal Assets) or (c) testing whether a Default or Event of Default has occurred and, with respect to any New Term Loan to finance such Limited Condition Transaction, testing whether any representation or warranty in any Loan Document is correct as of such date, in each calculated on a pro forma basiscase, at the option of Operating LLC the U.S. Borrower (Operating LLCthe U.S. 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, any such Default or Event of Default exists and any such representation or warranty is correct shall be deemed to be the date the definitive agreement agreements for such Limited Condition Transaction is are entered into or the relevant irrevocable notice of repayment has been delivered, as applicable (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition TransactionTransaction (and the other transactions to be entered into in connection therewith, such Limited Condition Transaction including any incurrence of Indebtedness and the use of proceeds thereof, as if they had occurred on the first day of the most recently ended Test Period prior to the LCT Test Date, including any adjustments pursuant to Section 1.14 hereof), the U.S. Borrower or the applicable Restricted Subsidiary would have been permitted to take such action on the relevant LCT Test Date in compliance with such provisionratio, test or basket, such ratio, test or basket shall be deemed to have been complied with, or if no such Default or Event of Default shall exist on such LCT Test Date or such representation or warranty is correct as of such LCT Test Date then such condition shall be deemed satisfied on the date of consummation of such Limited Condition Transaction for purposes of clause (c) above; provided that if financial statements for one or more subsequent fiscal periods shall have become available, the U.S. Borrower may elect, in its sole discretion, to redetermine 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 the avoidance of doubt, if Operating LLC the U.S. Borrower has made an LCT Election, (1) if Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date 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, test or basket, including due to fluctuations in Consolidated Cash Flow EBITDA or Total Assets of the CompanyBorrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transaction, such baskets, tests or ratios or requirement will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default circumstance; however, if any ratios improve or Event baskets increase as a result of Default shall such fluctuations, such improved ratios or baskets may be deemed to have occurred due to such failure to comply)utilized. If the U.S. Borrower has made an LCT Election for any Limited Condition Transaction, and (2) then in calculating the availability under connection with any calculation of any ratio, test or basket in connection availability with respect to any action or transaction unrelated to such Limited Conditional Transaction permitted hereunder (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 and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be determined or tested giving required to be satisfied on a pro forma effect to basis assuming such Limited Condition Transaction.Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof and including any adjustments pursuant to Section 1.14 hereof) have been consummated. 68 US-DOCS\147522098.13158668077.2

Limited Condition Transactions. In connection with determining whether any action being taken solely in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of: (i) determining compliance with any provision of this Agreement (other than Section 6.10) which determination requires the calculation of the Interest Coverage Ratio, the Total Leverage Ratio or the First Lien Leverage Ratio; (ii) determining the accuracy of representations and warranties and/or whether a Default or Event of Default shall have occurred and be continuing (or any financial ratio, test subset of Defaults or basket, Events of Default); or (iii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets or by reference to the Available Amount or the Available Equity Amount); in each calculated on a pro forma basiscase, at the option of Operating LLC the Company (Operating LLCthe Company’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT LCA Election”), with such option to be exercised on or prior to the date of execution of the definitive agreements related 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 agreement agreements for such Limited Condition Transaction is are entered into (the “LCT LCA Test Date”), and if, after giving pro forma effect Pro Forma Effect to the Limited Condition TransactionTransaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, the Company could have taken such Limited Condition Transaction would have been permitted action on the relevant LCT LCA Test Date in compliance with such provisionratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Company has made an LCT Election, (1) if LCA Election and any of the ratios, tests ratios or baskets for which compliance was determined or tested as of the LCT LCA Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test ratio or basket, including due to fluctuations in Consolidated Cash Flow EBITDA of the CompanyCompany or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests baskets or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default fluctuations; however, if any ratios improve or Event baskets increase as a result of Default shall such fluctuations, such improved ratios or baskets may be deemed to have occurred due to such failure to comply)utilized. If the Company has made an LCA Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of the incurrence ratios subject to the LCA Election on or transaction unrelated to such Limited Conditional Transaction following the relevant LCT LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated and or (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test ratio or basket shall be determined or tested giving calculated on a pro forma effect to basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated.

Limited Condition Transactions. In When calculating the availability under any basket, ratio or test under this Indenture or determining compliance with any provision of this Indenture in connection with determining whether any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence, incurrence or issuance or assumption of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens and the making of Liens, repayments, Restricted Payments and Investments) is permitted hereunderAsset Sales), for which determination requires the calculation of any financial ratio, test or basket, in each calculated on a pro forma basiscase, at the option of Operating LLC the Company (Operating LLCthe Company’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination for availability under any such basket, ratio or test and whether any such Limited Condition Transaction or action or transaction is permitted (or any requirement in respect thereof 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 definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”)) the definitive agreements for such Limited Condition Transaction are entered into (or, and if applicable, the date on which delivery of an irrevocable notice, declaration of a Restricted Payment or similar event preceding such Limited Condition Transaction occurs) and, if, after giving pro forma effect to the Limited Condition TransactionTransaction and any actions or transactions related thereto (including acquisitions, such Limited Condition Transaction Investments, the incurrence or issuance of Indebtedness and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and any related pro forma adjustments, the Company or any of its Restricted Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such provisionratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with (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 Company 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, (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 and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and (c) Consolidated Interest Expense 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. For the avoidance of doubt, if Operating LLC the Company has made an LCT Election, : (1) if any of the ratios, tests or baskets for which compliance or of which satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with (or satisfied) as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow of the Company, such baskets, tests or ratios will not be deemed not to have been exceeded or failed to have been complied with (or satisfied) as a result of such fluctuations fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default (other than any Default or Event of Default specified in clause (1), (2), (8) or (9) under Section 6.01)) 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 a Default or Event of Default other than any Default or Event of Default specified in clause (1), (2), (8) or (9) under Section 6.01)), such requirements and conditions will be deemed to have been complied with or satisfied (and no such Default or Event of Default shall be deemed not to have occurred due to such failure to complyor be continuing other than any Default or Event of Default specified in clause (1), (2), (8) or (9) under Section 6.01)); and (23) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Conditional Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.Transaction and any actions or transactions related thereto. ARTICLE TWO Issue and Description of Notes

Limited Condition Transactions. In Notwithstanding anything in this Agreement or any Credit Document to the contrary, when calculating any applicable ratio, the amount or availability of any basket, or determining other compliance with this Agreement (including, except for purposes of extensions of credit under the Revolving Credit Commitments, the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, or the accuracy of any representations or warranties) in connection with determining the consummation of a Limited Condition Transaction, the date of determination of such ratio, the amount or availability of any basket and, except for any extension of credit under the Revolving Credit Commitments, determination of whether any Limited Condition Transaction Default or Event of Default has occurred, is continuing or would result therefrom or any representation or warranty shall be true and any actions correct 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 hereunder, for which determination requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basisother applicable covenant shall, at the option of Operating LLC the Borrower (Operating LLCthe Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination shall be deemed to be the date the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, in respect of any transaction described in clause (b) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice or similar event) (the “LCT Test Date”), . If after such ratios and if, other provisions are measured on a Pro Forma Basis after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would 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 occurred at the beginning of the applicable Test Period ending prior to the LCT Test Date, the Borrower could have been permitted taken such action on the relevant LCT Test Date in compliance with such provisionratios and provisions, such 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. For the avoidance of doubt, if Operating LLC has made an LCT Election, (1i) if any of the ratios, tests such ratios or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with breached as a result of fluctuations in any such ratio, test ratio or basket, basket (including due to fluctuations in Consolidated Cash Flow EBITDA of the CompanyBorrower and its Restricted Subsidiaries or fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such baskets, tests or ratios and other provisions will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default or Event solely for purposes of Default shall be deemed to have occurred due to such failure to comply), determining whether the Limited Condition Transaction is not prohibited hereunder and (2ii) in calculating such ratios and other provisions shall not be tested at the availability under time of consummation of such Limited Condition Transaction or related Specified Transactions. If the Borrower has made an LCT Election for any ratioLimited Condition Transaction, test or basket then in connection with any action subsequent calculation of any ratio or transaction unrelated basket availability with respect to such Limited Conditional any other Specified 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 and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition TransactionTransaction (or, if applicable, the irrevocable notice or similar event is terminated or expires), any such ratio, test ratio or basket shall be determined or tested giving pro forma effect to calculated on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated or expires (or, if applicable, the irrevocable notice or similar event is terminated or expires).

Limited Condition Transactions. In connection To the extent that the terms of this Agreement require (i) pro forma compliance with determining the Interest Coverage Ratio, the Total Leverage Ratio or the Senior Secured Leverage Ratio, (ii) compliance with the amount or availability of New Commitments permitted to be incurred or established in accordance with Section 2.8 (including for purposes of incurring Incremental Equivalent Indebtedness in lieu of New Commitments), the Available Basket Amount or any other basket measured as a percentage of EBITDA, or (iii) the absence of a Default or Event of Default as a condition precedent to the consummation of a Limited Condition Transaction, the date of determination as to the whether any the relevant condition is satisfied (the “LCT Test Date”) shall, at the election of Borrower (an “LCT Election”), be the date of execution of the definitive agreements for such Limited Condition Transaction, immediately after giving effect to such Limited Condition Transaction on a Pro Forma Basis and any actions or the other transactions related thereto to be entered into in connection therewith (including the incurrence, issuance or assumption any incurrence of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens and the making of Restricted Payments and Investments) is permitted hereunder, for which determination requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basis, as if they occurred at the option beginning of Operating LLC (Operating LLC’s election to exercise such option the applicable test period; provided that in connection with any Limited Condition TransactionTransaction for which an LCT Election has been made, an “LCT Election”), the date of determination it shall be deemed a condition to be the date the definitive agreement for consummation of such Limited Condition Transaction is entered into (that, as of the “LCT Test Date”date of such consummation, no Event of Default under Section 9.1(a), and if, after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction 9.1(b) or 9.1(j) exists or would have been permitted on the relevant LCT Test Date in compliance with such provisionresult therefrom. For the avoidance of doubt, if Operating LLC has made an LCT Election, (1) doubt if any of the ratios, tests such ratios or baskets amounts for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test ratio or basket, amount (including due to fluctuations in Consolidated Cash Flow EBITDA of Borrower or the Person subject to such Limited Condition Transaction), at or prior to the consummation of the Companyrelevant transaction or action, such baskets, tests ratios or ratios amounts will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default solely for purposes of determining whether the relevant transaction or Event action is permitted to be consummated or taken. If Borrower makes an LCT Election, then in connection with any calculation of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection availability with respect to any action or transaction unrelated to 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 and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Agreement, any such ratio, test or basket shall be determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis (i) assuming that such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming that 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. For the avoidance of doubt, notwithstanding anything in this Section 1.9 to the contrary, the requirements of Section 8.2 are required to be satisfied in connection with any extensions of credit (except as expressly provided in Section 2.8 in connection with New Term Loan Commitments.

Limited Condition Transactions. In Notwithstanding anything to the contrary herein, in connection with determining whether any action being taken solely in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of: (i) determining compliance with any provision of this Agreement which determination requires the calculation of any financial ratioratio or test, test including the Total Net First Lien Leverage Ratio, Total Net Secured Leverage Ratio, Total Net Leverage Ratio and Interest Coverage Ratio (and, for the avoidance of doubt, any financial ratio set forth in the definition of Maximum Incremental Facilities Amount); (ii) determining compliance with representations and warranties, or basket, a requirement regarding the absence of Defaults or Events of Default; or (iii) testing availability under baskets set forth in this Agreement (including provisions measured as a percentage of LTM EBITDA); in each calculated on a pro forma basiscase, at the option of Operating LLC the Borrower (Operating LLCthe 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 the definitive agreement for such Limited Condition Transaction is entered into or irrevocable notice is given, as applicable (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition TransactionTransaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date, such Limited Condition Transaction the Borrower would have been permitted to take such action on the relevant LCT Test Date in compliance with such provisionratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Borrower has made an LCT Election, (1) if Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow EBITDA or Total Assets of the CompanyBorrower or of the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, 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 (and no Default or Event fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection availability with respect to the Incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any action Permitted Investment, mergers, the conveyance, lease or transaction unrelated to such Limited Conditional Transaction other transfer of all or substantially all of the assets of Holdings, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (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 and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transactions. In Notwithstanding anything to the contrary in this Agreement or any other Loan Document, in connection with determining whether any action being taken in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of: (a) determining compliance with any provision of this Agreement which determination requires the calculation of any financial ratioratio or test, test including, the Fixed Charge Coverage Ratio, the Leverage Ratio or basket, satisfaction of the Payment Conditions; or (b) determining compliance with representations and warranties (other than Specified Representations) and defaults or events of default; or (c) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of EBITDA); in each calculated on a pro forma basiscase, at the option of Operating LLC the Borrower (Operating LLCthe 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 the definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”) (provided that with respect to any required calculation of the Payment Conditions on the LCT Test Date, such calculation shall be effective only in the event that such Limited Condition Transaction is consummated within 180 days following the LCT Test Date), and if, after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction the Parent or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such provisionratio, test, representations, warranties, defaults, specified defaults, events of default, or basket, such ratio, test, representations, warranties, defaults, specified defaults, events of default, or basket (including with respect to satisfaction of the Payment Conditions in connection therewith) shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Borrower has made an LCT Election, (1) if Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with satisfied as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow EBITDA, at or prior to the consummation of the Companyrelevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with satisfied as a result of such fluctuations (and no Default fluctuations. Notwithstanding anything to the contrary in this Agreement or Event of Default shall be deemed to have occurred due to such failure to comply)any other Loan Document, and (2) in calculating if the availability under Borrower has made an LCT Election for any ratioLimited Condition Transaction, test or basket then in connection with any action event or transaction unrelated to such Limited Conditional Transaction following occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or 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 determined or tested giving required to be satisfied on a pro forma effect basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated (it being further understood and agreed, however, that for other purposes under this Agreement, neither any Consolidated Net Income or EBITDA therefrom, nor any assets of the target to be acquired pursuant to such Limited Condition Acquisition, shall be included in Consolidated Net Income or EBITDA, or in the calculation of the Borrowing Base, as applicable, in any such subsequent calculation until such Limited Condition Acquisition has actually closed). Notwithstanding the foregoing, the Limited Condition Transaction provisions set forth above shall not apply in respect of the incurrence of any Advances (including, without limitation, a Letter of Credit Extension) or other credit extension hereunder, the proceeds of which will be used to finance such Limited Condition Transaction.. SECTION 1.07. [Reserved]. Article II

Limited Condition Transactions. In Notwithstanding anything to the contrary herein or in any other Loan Document, in connection with determining whether any action being taken solely in connection with a Limited Condition Transaction and any actions or transactions related thereto Transaction, for purposes of testing availability under baskets set forth in this Agreement (including the incurrence, issuance baskets measured as a percentage of Total Assets or assumption of Indebtedness and the use of proceeds thereof, the incurrence Consolidated Cash Flow or creation of Liens and the making of Restricted Payments and Investments) is permitted hereunder, for which determination requires the calculation of any financial ratio, requiring compliance with a ratio test or basket, each calculated on a pro forma basisother conditions), at the option of Operating LLC the Borrower (Operating LLCthe 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 the definitive agreement agreements for such Limited Condition Transaction is are entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition TransactionTransaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof, such Limited Condition Transaction the granting of any Liens and the making of any Restricted Payment) on a pro forma basis as if they had occurred at the beginning of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Sections 5.04(a) or 5.04(b), as the case may be, have been or were required to have been delivered ending prior to the LCT Test Date, the Borrower would have been permitted to take such action on the relevant LCT Test Date in compliance with such provisionratio, test or basket, or any requirement relating to the absence of any Default or Event of Default and the making of representations and warranties, such ratio, test or basket or requirement shall be deemed to have been complied with; provided, that if the Borrower has made an LCT Election for any Limited Condition Transaction, then (x) in connection with any subsequent calculation of any financial ratio or basket availability with respect to any Restricted Payments on or following such date of the execution of the definitive agreement and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the applicable definitive agreement is terminated or expires without consummation of such Limited Condition Transaction, any such financial ratio or basket shall be calculated (and tested) on a pro forma basis assuming that such Limited Condition Transaction had been consummated and also calculated (and tested) on a pro forma basis assuming that such Limited Condition Transaction had not been consummated and (y) in connection with any other purposes (other than the testing of compliance with Section 6.12, but including testing pro forma compliance with such financial covenant), any such financial ratio or basket shall be calculated (and tested) on a pro forma basis assuming that such Limited Condition Transaction had been consummated. For the avoidance of doubt, if Operating LLC the Borrower has made an LCT Election, (1) if Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow or Total Assets at or prior to the consummation of the Companyrelevant transaction or action, 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 (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to 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 and the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transactionfluctuations.

Limited Condition Transactions. (a) In connection with determining whether any action being taken in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of (i) determining compliance with any provision of this Agreement which determination requires the calculation of the Consolidated Secured Leverage Ratio, the Consolidated Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, test or basketif any), in each calculated on a pro forma basiscase, at the option of Operating LLC Parent Borrower (Operating LLCParent 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 transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into 82 #98388029v19 (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would have been permitted on the relevant LCT Test Date in compliance with such provision. b) For the avoidance of doubt, if Operating LLC Parent Borrower has made an LCT Election, (1) if Election and any of the ratios, tests ratios or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test ratio or basket, including due to fluctuations in Consolidated Cash Flow Total Assets or Consolidated EBITDA on a consolidated basis or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the Companyrelevant transaction or action, such baskets, tests baskets or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default solely for purposes of determining whether the relevant transaction or Event action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of Default shall such fluctuations, such improved ratios and/or baskets may be deemed to have occurred due to such failure to comply)utilized. If Parent Borrower has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of any ratio or transaction unrelated basket availability with respect to such Limited Conditional Transaction the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of Parent Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of 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 and the date that or the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminatedterminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or passesor, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition TransactionAcquisition, any such ratio, test ratio or basket shall be determined tested by calculating the availability under such ratio or tested giving pro forma effect to basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Cash Interest Expense for purposes of the Interest 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 Parent Borrower in good faith). (c) 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 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 Parent Borrower, be deemed satisfied, so long as no Default, 83 #98388029v19

Limited Condition Transactions. In Notwithstanding anything in this Agreement or any Credit Document to the contrary, when calculating any applicable ratio, the amount or availability of any basket, or determining other compliance with this Agreement (including, except for purposes of extensions of credit under the Revolving Credit Commitments, the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, or the accuracy of any representations or warranties) in connection with determining the consummation of a Limited Condition Transaction, the date of determination of such ratio, the amount or availability of any basket and, except for any extension of credit under the Revolving Credit Commitments, determination of whether any Limited Condition Transaction Default or Event of Default has occurred, is continuing or would result therefrom or any representation or warranty shall be true and any actions correct 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 hereunder, for which determination requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basisother applicable covenant shall, at the option of Operating LLC the Borrower (Operating LLCthe Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination shall be deemed to be the date the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, in respect of any transaction described in clause (b) of the definition of Limited Condition Transaction, delivery of irrevocable notice or similar event) (the “LCT Test Date”), . If after such ratios and if, other provisions are measured on a Pro Forma Basis after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would 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 occurred at the beginning of the applicable Test Period ending prior to the LCT Test Date, the Borrower could have been permitted taken such action on the relevant LCT Test Date in compliance with such provisionratios and provisions, such 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. For the avoidance of doubt, if Operating LLC has made an LCT Election, (1i) if any of the ratios, tests such ratios or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with breached as a result of fluctuations in any such ratio, test ratio or basket, basket (including due to fluctuations in Consolidated Cash Flow EBITDA of the CompanyBorrower and its Restricted Subsidiaries or fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such baskets, tests or ratios and other provisions will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default or Event solely for purposes of Default shall be deemed to have occurred due to such failure to comply), determining whether the Limited Condition Transaction is not prohibited hereunder and (2ii) in calculating such ratios and other provisions shall not be tested at the availability under time of consummation of such Limited Condition Transaction or related Specified Transactions. If the Borrower has made an LCT Election for any ratioLimited Condition Transaction, test or basket then in connection with any action subsequent calculation of any ratio or transaction unrelated basket availability with respect to such Limited Conditional any other Specified 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 and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition TransactionTransaction (or, if applicable, the irrevocable notice or similar event is terminated or expires), any such ratio, test ratio or basket shall be determined or tested giving pro forma effect to calculated on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated or expires (or, if applicable, the irrevocable notice or similar event is terminated or expires).

Limited Condition Transactions. 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 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, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into. For the avoidance of doubt, if the Company has exercised its option under the first sentence of this paragraph, and any Default or Event of Default occurs following the date such definitive agreement for a Limited Condition Transaction is entered into 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 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 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 Agreement which determination requires the calculation of any financial ratioratio or test, test including the Proportionate Net Leverage Ratio; or basket, (2) testing baskets set forth in this Agreement; in each calculated on a pro forma basiscase, at the option of Operating LLC the Company (Operating LLCthe Company’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 agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into (the “"LCT Test Date”"); provided, however, that the Company 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 TransactionTransaction and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof), as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated EBITDA” and “Proportionate Net Leverage Ratio”, the Company, the Target or any Target Restricted Subsidiary could have taken such Limited Condition Transaction would have been permitted action on the relevant LCT Test Date in compliance with such provisionratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For If the avoidance of doubt, if Operating LLC Company has made an LCT Election, (1) if Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow EBITDA, of the CompanyTarget and its Target Restricted Subsidiaries at or prior to the consummation of the relevant transaction or action, such baskets, tests baskets or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default or Event fluctuations. If the Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection availability under this Agreement (including with any action respect to the Incurrence of Debt or transaction unrelated to such Limited Conditional Transaction 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) on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and the date that or the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving calculated on a pro forma effect to basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) have been consummated. 216 Project Meria: Senior Facilties Agreement The capitalized words and expressions in this Schedule 13 shall have the meaning ascribed to them in Schedule 14 (Certain New York Law Defined Terms) save that if a capitalized word or expression is not given a meaning in Schedule 14 (Certain New York Law Defined Terms), it shall be given the meaning ascribed to it in Clause 1.1 (Definitions) or otherwise pursuant to the recitals in this Agreement. 1. Subject to Sections 2 and 3 below, each of the following is an Event of Default under this Agreement: (a) default by the Company in any payment of interest on any amount payable under a Finance Document when due and payable, continued for five (5) Business Days; (b) default by the Company in the payment of the principal amount of or premium, if any, on any amount payable under a Finance Document when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, continued for five (5) Business Days; (c) failure by the Company to comply for thirty (30) Business Days after written notice by the Agent with any agreement or obligation contained in this Agreement, other than any failure contemplated by Clauses 23.3 (Misrepresentation) and 23.4 (Unlawfulness and Invalidity); (d) the occurrence of any default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Debt for money borrowed by the Company or the payment of which is Guaranteed by the Company, in each case, other than Debt owed to the Company, whether such Debt or Guarantee now exists, or is created after the date hereof, which default: (i) is caused by a failure to pay principal of such Debt, at its stated final maturity (after giving effect to any applicable grace periods) provided in such Debt (a "payment default"); or (ii) results in the acceleration of such Debt prior to its stated final maturity (an "acceleration"), and, in each case, the aggregate principal amount of all Debt subject to such payment defaults or accelerations (after giving effect to any applicable grace periods), is in excess of $10.0 million; (e) any of the following occurs: (i) a decree or order for relief in respect of the Company, NJJ Holding, Topco or the Target in an involuntary case or proceeding under any applicable Bankruptcy Law is sanctioned by a court of competent jurisdiction and becomes unconditional; (ii) a decree or order under any applicable Bankruptcy Law is sanctioned by a court of competent jurisdiction and becomes unconditional: (A) adjudging that the Company, NJJ Holding, Topco or the Target is bankrupt or insolvent; (B) other than on a solvent basis, seeking reorganisation, arrangement, adjustment, proposal or composition of or in respect of the Company, NJJ Holding, Topco or the Target under any Bankruptcy Law; (C) other than on a solvent basis, appointing a custodian, receiver, (provisional, interim or permanent) or manager, liquidator, trustee, sequestrator (or other similar official) thereof over part of the assets of the Company, NJJ Holding, Topco or the Target with a market value in excess of $10.0 million; or 217 Project Meria: Senior Facilties Agreement (D) other than on a solvent basis, ordering the winding up, dissolution or liquidation of the affairs of the Company, NJJ Holding, Topco or the Target, and any such decree, order or appointment continues to be in effect and unstayed for a period of thirty (30) consecutive Business Days; or (iii) the Company, NJJ Holding, Topco or the Target: (A) consents to the filing of a petition, application, answer, proposal or consent seeking reorganisation or relief under any applicable Bankruptcy Law; (B) consents to the entry of a decree or order for relief in respect thereof in an involuntary case or proceeding under any applicable Bankruptcy Law; (C) consent to the commencement of any bankruptcy or insolvency in respect thereof under any applicable Bankruptcy Law; (D) other than on a solvent basis, consents to the appointment of, or taking possession by, a custodian, receiver, (provisional, interim or permanent) or manager, liquidator, administrator, examiner, supervisor, trustee, sequestrator or similar official over part of its assets with a market value in excess of the greater of $10.0 million; (E) other than on a solvent basis or with a Creditor (as defined in the Intercreditor Agreement), the Agent or the Security Agent, makes an assignment or proposal for the benefit of its creditors generally; or (F) expressly admits in writing that it is insolvent or unable to pay its debts generally as they become due or commits an "act of bankruptcy" under any applicable Bankruptcy Law, which, in each case, is (1) sanctioned by a court and becomes unconditional; and (2) not with a Creditor (as defined in the Intercreditor Agreement) (in its capacity as such), the Agent or the Security Agent; (f) failure by the Company to pay final judgments aggregating in excess of $10.0 million, other than any judgments covered by indemnities provided by, or insurance policies issued by, reputable and creditworthy companies, which final judgments remain unpaid, undischarged and unstayed for a period of more than sixty (60) days (after receipt of notice from the Agent) after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; and (g) the occurrence of any default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Debt for money borrowed by the Target or the Target Restricted Subsidiaries or the payment of which is Guaranteed by the Target or the Target Restricted Subsidiaries, in each case, other than Debt owed to the Target or the Target Restricted Subsidiaries, whether such Debt or Guarantee now exists, or is created after the date hereof, which default: (i) is a payment default; or (ii) results in an acceleration of such Debt, 218 Project Meria: Senior Facilties Agreement and, in each case, the aggregate principal amount of all Debt subject to such payment defaults or accelerations (after giving effect to any applicable grace periods), is in excess of $200.0 million; and (h) any Security Interest under the Transaction Security Documents cease to be in full force and effect (other than in accordance with the terms of the relevant Transaction Security Document, the Intercreditor Agreement, any Additional Intercreditor Agreement and this Agreement) for any reason other than the satisfaction in full of all obligations under this Agreement or the release of any such Security Interest in accordance with the terms of this Agreement, the Intercreditor Agreement, any Additional Intercreditor Agreement or the Transaction Security Documents or any such Security Interest created thereunder shall be declared invalid or unenforceable or the Company shall assert in writing that any such Security Interest is invalid or unenforceable and any such Default continues for thirty (30) Business Days.

Limited Condition Transactions. In Notwithstanding anything in this Agreement or any Credit Document to the contrary, when calculating any applicable ratio, the amount or availability of any basket, or determining other compliance with this Agreement (including, except for purposes of extensions of credit under the Revolving Credit Commitments, the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, or the accuracy of any representations or warranties but excluding any determination of the Payment Conditions) in connection with determining the consummation of a Limited Condition Transaction, the date of determination of such ratio, the amount or availability of any basket and, except for any extension of credit under the Revolving Credit Commitments, determination of whether any Limited Condition Transaction Default or Event of Default has occurred, is continuing or would result therefrom or any representation or warranty shall be true and any actions correct 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 hereunder, for which determination requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basisother applicable covenant shall, at the option of Operating LLC the Parent Borrower (Operating LLCthe Parent Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination shall be deemed to be the date the definitive agreement agreements for such Limited Condition Transaction is are entered into (or, in respect of any transaction described in clause (b) of the definition of Limited Condition Transaction, delivery of irrevocable notice or similar event) (the “LCT Test Date”), . If after such ratios and if, other provisions are measured on a Pro Forma Basis after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would 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 occurred at the beginning of the applicable Test Period ending prior to the LCT Test Date, the Parent Borrower could have been permitted taken such action on the relevant LCT Test Date in compliance with such provisionratios and provisions, such provisions shall be deemed to have been complied with; provided that at the option of the Parent Borrower, the relevant ratios and baskets may be recalculated at the time of consummation of such Limited Condition Transaction. For the avoidance of doubt, if Operating LLC has made an LCT Election, (1i) if any of the ratios, tests such ratios or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with breached as a result of fluctuations in any such ratio, test ratio or basket, basket (including due to fluctuations in Consolidated Cash Flow EBITDA of the CompanyParent Borrower and its Restricted Subsidiaries or fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such baskets, tests or ratios and other provisions will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default or Event solely for purposes of Default shall be deemed to have occurred due to such failure to comply), determining whether the Limited Condition Transaction is not prohibited hereunder and (2ii) in calculating such ratios and other provisions shall not be tested at the availability under time of consummation of such Limited Condition Transaction or related Specified Transactions. If the Parent Borrower has made an LCT Election for any ratioLimited Condition Transaction, test or basket then in connection with any action subsequent calculation of any ratio or transaction unrelated basket availability with respect to such Limited Conditional any other Specified 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 and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition TransactionTransaction (or, if applicable, the irrevocable notice or similar event is terminated or expires), any such ratio, test ratio or basket shall be determined or tested giving pro forma effect to calculated on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated or expires (or, if applicable, the irrevocable notice or similar event is terminated or expires).

Limited Condition Transactions. In connection with determining whether any action being taken in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of: (i) determining compliance with any provision of this Agreement which determination requires the calculation of the Net Total Leverage Ratio or the Net Secured Leverage Ratio; (ii) determining the accuracy of representations and warranties and/or whether a Default or Event of Default shall have occurred and be continuing; or (iii) testing availability under baskets set forth in this Agreement (including baskets measured as a multiple of EBITDA); in each case, the date of determination of whether any financial ratio, test or basket, each calculated on a pro forma basissuch action shall be permitted hereunder shall be, at the option election of Operating LLC the Borrower (Operating LLCthe Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”)) either the date the definitive agreements for the relevant acquisition or Investment are entered into or the date of delivery of irrevocable (which may be conditional) notice with respect to the relevant debt prepayment (or, if so elected by the Borrower, the date of determination shall be deemed to be the consummation of the relevant acquisition or Investment or the date of the definitive agreement for such Limited Condition Transaction is entered into making of the relevant debt prepayment) (either, as applicable, the “LCT Test Date”), ) and if, after giving pro forma effect on a Pro Forma Basis to the Limited Condition TransactionTransaction 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 Test Period ending prior to the LCT Test Date, the Borrower could have taken such Limited Condition Transaction would have been permitted action on the relevant LCT Test Date in compliance with such provisionratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Borrower has made an LCT Election, (1) if Election and any of the ratios, tests ratios or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test ratio or basket, including due to fluctuations in Consolidated Cash Flow EBITDA of the CompanyBorrower or the person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests baskets or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply)fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of any ratio or transaction unrelated to such Limited Conditional Transaction basket availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated and or (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passessuch irrevocable notice is rescinded (or the conditions with respect thereto are not satisfied), as applicable, without consummation of such Limited Condition Transaction, any such ratio, test ratio or basket shall be determined or tested giving pro forma effect to calculated on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transactions. In connection Solely for purposes of determining (a) compliance on a Pro Forma Basis with determining whether any Limited Condition Transaction and any actions or transactions related thereto (including the incurrence, issuance or assumption provision of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens and the making of Restricted Payments and Investments) is permitted hereunder, for which determination this Agreement that requires the calculation of the Total Net First Lien Leverage Ratio, Total Net Leverage Ratio, Total Secured Net Leverage Ratio, Consolidated Total Assets or EBITDA or (b) whether a Default or an Event of Default has occurred and is continuing, in each case in connection with any financial ratiodetermination as to whether a Limited Condition Transaction is permitted to be consummated, test or basket, each calculated on a pro forma basisthe date of determination of whether such Limited Condition Transaction is permitted hereunder shall, at the option of Operating LLC (Operating LLC’s election to exercise such option in connection with any Limited Condition Transactionthe Borrower, an “LCT Election”), the date of determination shall be deemed to be the date on which the definitive agreement agreements for such Limited Condition Transaction are entered into or the date such irrevocable notice or offer for such Limited Condition Transaction is entered into delivered, as applicable (the “LCT Test Date”) (provided that the Borrower exercises such option by delivering to the Administrative Agent a certificate of a Responsible Officer prior to the LCT Test Date), and if, after giving with such determination to give pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would have been permitted on and the relevant other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date in compliance with such provisionDate. For the avoidance of doubt, if Operating LLC has made an LCT Election, (1x) if the Borrower has exercised such option and any of the tests, ratios, tests baskets or baskets amounts for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such test, ratio, test basket or basketamount, including due to fluctuations in Consolidated Cash Flow Total Assets or EBITDA of the CompanyBorrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the Limited Condition Transaction, such basketstest, tests or ratios ratios, baskets and amounts will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted to be consummated and (y) if any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into or the date such irrevocable notice or offer for such Limited Condition Transaction is delivered and no prior to such Limited Condition Transaction, any such Default or Event of Default shall be deemed not to have occurred due to or be continuing for purposes of determining whether any action being taken in connection with such failure to comply)Limited Condition Transaction is permitted. If the Borrower has exercised such option for any Limited Condition Transaction, and (2) in calculating the availability under any ratiothen, test or basket in connection with any action subsequent calculation of such test, ratios, baskets or transaction unrelated to such Limited Conditional Transaction amounts 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 and (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice agreements for such Limited Condition Transaction is terminated, expires are terminated or passes, as applicable, expire without consummation of such Limited Condition Transaction, any such ratiotest, test ratio basket or basket shall be determined or tested giving pro forma effect to calculated on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and the other transactions in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated; provided that if the Borrower elects to have such determinations occur at the time of entry into such definitive agreement or the date such irrevocable notice or offer for such Limited Condition Transaction is delivered, as applicable, any indebtedness to be incurred (and any associated lien) shall be deemed incurred at the time of such election (until such time as the indebtedness is actually incurred or the applicable acquisition agreement is terminated without actually consummating the applicable acquisition) and outstanding thereafter for purposes of pro forma compliance with any applicable financial test.

Limited Condition Transactions. In connection with determining whether any action being taken in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of (i) determining compliance with any provision of this Agreement which determination requires the calculation of any financial ratio, ratio or test or basket(ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets), in each calculated on a pro forma basiscase, at the option of Operating LLC the Borrower (Operating LLCthe 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 the definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and if, after giving pro forma effect Pro Forma Effect to the Limited Condition Transaction, such Limited Condition Transaction the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such provisionratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Borrower has made an LCT ElectionElection and, (1) if following the LCT Test Date, any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with satisfied as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow EBITDA, Consolidated Interest Expense or Consolidated Total Assets following the LCT Test Date but at or prior to the consummation of Table of Contents the Companyrelevant Limited Condition Transaction, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with satisfied as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply)fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action event or transaction unrelated to such Limited Conditional Transaction following occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or 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 determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith have been consummated.

Limited Condition Transactions. (a) In connection with determining whether any action being taken in connection with a Limited Condition Transaction 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 hereunderTransaction, for which determination requires the calculation purposes of any financial ratioprovision of this Indenture which requires that no Default, test Event of Default or basketspecified Event of Default, each calculated on a pro forma basisas applicable, has occurred, is continuing or would result from any such action, as applicable, such condi-tion shall, at the option of Operating LLC the Issuer, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreement for such Limited Condition Transaction is en-tered into. (Operating LLCb) Furthermore, 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 will require the cal-culation of any financial ratio or test, including the Consolidated Coverage Ratio, the Consolidated Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio; or (2) testing availability under baskets to be set forth in this Indenture (including baskets measured as a percentage of Consolidated EBITDA or Total Assets); 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 here-under shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and if, after giving pro forma effect Pro Forma Effect to the Limited Condition Transaction, such Limited Condition Transaction the Issuer or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance com-pliance with such provisionratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Issuer has made an LCT Election, (1) if Election and any of the ratios, tests or baskets for which compliance compli-ance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with satisfied as a result of fluctuations fluctu-ations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow EBITDA or Total Assets, at or prior to the consummation of the Companyrelevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with satisfied as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply)fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action event or transaction unrelated to such Limited Conditional Transaction following occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment re-payment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction (a “Subsequent Transaction”) in con-nection 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 availa-bility has been complied with under this Indenture, any such ratio, test or basket shall be determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition Transaction.Transaction and other transactions in connection therewith have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith have not been consummated. ARTICLE II THE NOTES SECTION 2.1

Limited Condition Transactions. (a) In connection with determining whether any action being taken in connection with a Limited Condition Transaction, for purposes of 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 the date the definitive agreement for such Limited Condition Transaction and is entered into. (b) Furthermore, in connection with 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 hereunderaction being taken in connection with a Limited Condition Transaction, for purposes of: (1) determining compliance with any provision of this Indenture which determination requires will require the calculation of any financial ratioratio or test, test or basketincluding the Consolidated Coverage Ratio, the Consolidated Total Net Leverage Ratio and the Consolidated Secured Net Leverage Ratio; or (2) testing availability under baskets to be set forth in this Indenture (including baskets measured as a percentage of Consolidated EBITDA); in each calculated on a pro forma basiscase, at the option of Operating LLC the Issuer (Operating LLCthe 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 agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and if, after giving pro forma effect Pro Forma Effect to the Limited Condition Transaction, such Limited Condition Transaction the Issuer or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such provisionratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, (i) if Operating LLC the Issuer has made an LCT Election, (1) if Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with satisfied as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow EBITDA, at or prior to the consummation of the Companyrelevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with satisfied as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2ii) such ratios, tests or baskets shall not be tested at the time of consummation of such Limited Condition Transaction, unless the Issuer elects in calculating the availability under any its sole discretion to test such ratio, test or basket on the date such Limited Condition Transaction is consummated instead of the date of the related definitive agreement. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any action event or transaction unrelated to such Limited Conditional Transaction following occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or 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 Indenture, any such ratio, test or basket shall be determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith have been consummated.

Limited Condition Transactions. In connection with determining whether any action being taken solely in connection with a Limited Condition Transaction 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 hereunderTransaction, for which determination purposes of: (i) determining compliance with any provision of this Agreement that requires the calculation of a financial maintenance or incurrence covenant; (ii) so long as no Specified Event of Default exists at the time the Limited Condition Transaction is consummated, determining the accuracy of representations and warranties and/or whether a Default or Event of Default shall have occurred and be continuing (or any financial ratio, test subset of Defaults or basket, Events of Default); or (iii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or by reference to the Cumulative Credit Availability); in each calculated on a pro forma basiscase, at the option of Operating LLC Borrower (Operating LLCBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT LCA Election”), with such option to be exercised on or prior to the date of execution of the definitive agreements related 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 agreement agreements for such Limited Condition Transaction is are entered into (the “LCT LCA Test Date”), and if, after giving pro forma effect Pro Forma Effect to the Limited Condition TransactionTransaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Borrower could have taken such Limited Condition Transaction would have been permitted action on the relevant LCT LCA Test Date in compliance with such provisionratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC Borrower has made an LCT Election, (1) if LCA Election and any of the ratios, tests ratios or baskets for which compliance was determined or tested as of the LCT LCA Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test ratio or basket, including due to fluctuations in Consolidated Cash Flow EBITDA of Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the Companyrelevant transaction or action, such baskets, tests baskets or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default fluctuations; however, if any ratios improve or Event baskets increase as a result of Default shall such fluctuations, such improved ratios or baskets may be deemed to have occurred due to such failure to comply)utilized. If Borrower has made an LCA Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of the incurrence ratios subject to the LCA Election on or transaction unrelated to such Limited Conditional Transaction following the relevant LCT LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated and or (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test ratio or basket shall be determined or tested giving calculated on a pro forma effect to basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated.

Limited Condition Transactions. (a) In connection with determining whether any action being taken in connection with a Limited Condition Transaction and any actions or transactions related thereto (including the incurrence, issuance any incurrence or assumption of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens and the making of Restricted Payments and Investments73 (b) is permitted hereunder, for which determination requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basis, at the option of Operating LLC (Operating LLC’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would have been permitted on the relevant LCT Test Date in compliance with such provision. For the avoidance of doubt, if Operating LLC the Borrower has made an LCT Election, (1) if Election and any of the ratios, tests ratios or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test ratio or basket, including due to fluctuations in Consolidated Cash Flow Total Assets or Consolidated EBITDA of the CompanyBorrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests baskets or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default solely for purposes of determining whether the relevant transaction or Event action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of Default shall such fluctuations, such improved ratios and/or baskets may be deemed to have occurred due to such failure to comply)utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of any ratio or transaction unrelated basket availability with respect to such Limited Conditional Transaction the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of 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 and the date that or the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminatedterminated or expires (or, if applicable, the irrevocable notice is terminated or expires or passesor, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Transaction, any such ratio, test ratio or basket shall be determined tested by calculating the availability under such ratio or tested giving pro forma effect to basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Charges for purposes of the Interest 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 Borrower in good faith). (c) 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 no Default, Event of Default or Specified Event of Default, as applicable, has occurred, 74

Limited Condition Transactions. (a) In connection with determining whether any action being taken in connection with a Limited Condition Transaction and any actions (other than a Borrowing of Revolving Credit Loans 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 hereunderSwingline Loans), for which determination purposes of determining compliance with any provision of this Agreement that requires the calculation that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any financial ratiosuch action, test or basketas applicable, each calculated on a pro forma basissuch condition shall, at the option of Operating LLC the Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the LCT Test Date (Operating LLCas defined below) for such Limited Condition Transaction are entered. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (a), and any Default, Event of Default or specified Event of Default occurs following the 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, 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 (other than a Borrowing of Revolving Credit Loans or Swingline Loans), for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Total Net Leverage Ratio or the Consolidated Interest Coverage Ratio or any other ratio test; or (ii) testing baskets or any other calculations (including any minimum equity calculation) set forth in this Agreement (including baskets or any other calculations measured as a percentage of Consolidated Total Assets or Consolidated 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 (x) the date on which the definitive agreement acquisition agreements for such Limited Condition Transaction is are entered into into, (y) the date of any prepayment, redemption, repurchase, defeasance, acquisition or other 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), 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 Test Date”), and if, after giving pro forma effect to the Limited Condition TransactionTransaction 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 recently ended on or prior to the applicable LCT Test Date, the Borrower could have taken such Limited Condition Transaction would have been permitted action on the relevant LCT Test Date in compliance with such provisionratio, calculation or basket, such ratio, calculation or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Borrower has made an LCT Election, (1) if Election and any of the ratios, tests calculations or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test calculation or basket, including due to fluctuations in Consolidated Cash Flow EBITDA, Consolidated Total Assets or the valuation of any rollover or existing equity in connection with any minimum equity calculation of the CompanyBorrower or the Person subject to such Limited Condition Transaction, on or prior to the date of consummation of the relevant transaction or action, such baskets, tests calculations or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply)fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of any ratio, calculation or transaction unrelated test with respect to such Limited Conditional Transaction the Incurrence of Indebtedness or Liens, or the making of distributions or Restricted Payments, Investments, payments pursuant to Section 10.7, Dispositions, mergers, Dispositions of all or substantially all of the assets of the Borrower or the designation of 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 and the date that or the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, calculation or test or basket shall be determined or tested giving calculated on a pro forma effect to basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transactions. In connection with determining whether any Limited Condition Transaction 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 are permitted hereunderunder this Indenture, for which determination requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basis, at the option of Operating LLC the Parent (Operating LLCParent’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would have been permitted on the relevant LCT Test Date in compliance with such provisionprovision the requirements of such provision shall be deemed satisfied. For the avoidance of doubt, if Operating LLC the Parent has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date 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, test or basket, including due to fluctuations in Consolidated Cash Flow of the CompanyParent, 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 (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Conditional Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.

Limited Condition Transactions. In connection with determining whether any action being taken solely in connection with a Limited Condition Transaction 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 hereunderTransaction, for purposes of: (i) determining compliance with any provision of this Indenture which determination requires the calculation of any financial ratio, test ; (ii) determining whether a Default or basket, Event of Default shall have occurred and be continuing (or any subset of Defaults or Events of Default); or (iii) testing availability under baskets set forth in this Indenture (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets); in each calculated on a pro forma basiscase, at the option of Operating LLC the Company (Operating LLCthe Company’s 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 agreements related 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 agreement agreements for such Limited Condition Transaction is are entered into (the “LCT Test Date”), and if, after giving pro forma effect Pro Forma Effect to the Limited Condition TransactionTransaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date, the Company could have taken such Limited Condition Transaction would have been permitted action on the relevant LCT Test Date in compliance with such provisionratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC the Company has made an LCT Election, (1) if Election and any of the ratios, tests ratios or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test ratio or basket, including due to fluctuations in Consolidated Cash Flow EBITDA of the CompanyCompany or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests baskets or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default fluctuations; however, if any ratios improve or Event baskets increase as a result of Default shall such fluctuations, such improved ratios or baskets may be deemed to have occurred due to such failure to comply)utilized. If the Company has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of the incurrence ratios subject to the LCT Election on or transaction unrelated to such Limited Conditional Transaction following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated and or (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test ratio or basket shall be determined or tested giving calculated on a pro forma effect to basis assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated.

Limited Condition Transactions. In connection To the extent that the terms of this Annex F require (i) pro forma compliance with determining the Interest Coverage Ratio, the Total Leverage Ratio or the Senior Secured Leverage Ratio, (ii) compliance with the Available Basket Amount or any other basket measured as a percentage of EBITDA, or (iii) the absence of a Potential Default or Event of Default as a condition precedent to the consummation of a Limited Condition Transaction, the date of determination as to whether any the relevant condition is satisfied (the “LCT Test Date”) shall, at the election of the Guarantor (an “LCT Election”), be the date of execution of the definitive agreements for such Limited Condition Transaction, immediately after giving effect to such Limited Condition Transaction on a Pro Forma Basis and any actions or the other transactions related thereto to be entered into in connection therewith (including the incurrence, issuance or assumption any incurrence of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens and the making of Restricted Payments and Investments) is permitted hereunder, for which determination requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basis, as if they occurred at the option beginning of Operating LLC (Operating LLC’s election to exercise such option the applicable test period; provided that in connection with any Limited Condition TransactionTransaction for which an LCT Election has been made, an “LCT Election”), the date of determination it shall be deemed a condition to be the date the definitive agreement for consummation of such Limited Condition Transaction is entered into that, as of the date of such consummation, no Event of Default under Section 11.03(a)(i) or (vii) of the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction Agreement exists or would have been permitted on the relevant LCT Test Date in compliance with such provisionresult therefrom. For the avoidance of doubt, if Operating LLC has made an LCT Election, (1) doubt if any of the ratios, tests such ratios or baskets amounts for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test ratio or basket, amount (including due to fluctuations in Consolidated Cash Flow EBITDA of the CompanyGuarantor or the Person subject to such Limited Condition Transaction), at or prior to the consummation of the relevant transaction or action, such baskets, tests ratios or ratios amounts will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default solely for purposes of determining whether the relevant transaction or Event action is permitted to be consummated or taken. If the Guarantor makes an LCT Election, then in connection with any calculation of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection availability with respect to any action or transaction unrelated to 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 and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Annex F, any such ratio, test or basket shall be determined or tested giving pro forma effect required to be satisfied on a Pro Forma Basis (i) assuming that such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming that 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 Transactions. In connection Notwithstanding anything in this Indenture to the contrary, when calculating any applicable financial ratio or test or determining other compliance with determining whether any Limited Condition Transaction and any actions this Indenture or transactions related thereto the Notes (including the incurrencedetermination of compliance with any provision of this Indenture or the Notes which requires that no Default or Event of Default has occurred, issuance is continuing or assumption would result therefrom) in connection with any transaction undertaken in connection with the consummation of Indebtedness and the use of proceeds thereofa Limited Condition Transaction, the incurrence date of determination of such ratio or creation test and determination of Liens and the making whether any Default or Event of Restricted Payments and Investments) Default has occurred, is permitted hereunder, for which determination requires the calculation of continuing or would result therefrom or from any financial ratio, test or basket, each calculated on a pro forma basisother applicable covenant shall, at the option of Operating LLC the Issuer (Operating LLCthe Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination shall be deemed to be the date the definitive agreement agreements for such Limited Condition Transaction is are entered into (the “LCT Test Date”), ) and if, after giving such financial ratios and tests and other provisions are measured on a pro forma basis after giving effect to the Limited Condition Transaction, such Limited Condition Transaction would 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 occurred at the beginning of the relevant test period being used to calculate such financial ratio ending prior to the LCT Test Date, the Issuer could have been permitted taken such action on the relevant LCT Test Date in compliance with such provisionratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such financial ratios or tests are exceeded as a result of fluctuations in such ratio or test (including due to fluctuations in Consolidated EBITDA of the Issuer) at or prior to the consummation of the relevant Limited Condition Transaction, such financial ratios and tests and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted under this Indenture and the Notes 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 transactions. For the avoidance of doubt, if Operating LLC the Issuer has made an LCT ElectionElection for any Limited Condition Transaction, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date 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, test or basket, including due to fluctuations in Consolidated Cash Flow of the Company, 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 (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of any financial ratio or test or basket availability with respect to any other transaction unrelated to such Limited Conditional 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 and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Indenture or the Notes, any such ratio, test or basket shall be determined required to comply with any such ratio, test or tested giving basket on a pro forma effect to basis assuming such Limited Condition TransactionTransaction and any other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. For purposes of the foregoing, solely in connection with an acquisition with respect to which the United Kingdom City Code on Takeovers and Mergers (the “City Code”) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of the applicable target company is made in compliance with the City Code shall be deemed to be the date on which the definitive agreements for such Limited Condition Transaction are entered into.

Limited Condition Transactions. In Notwithstanding anything in this Agreement or any other Credit Document to the contrary, when (i) calculating any applicable ratio in connection with determining whether (A) the consummation of any Limited Condition Transaction and any actions or transactions related thereto (including B) the incurrence, issuance or assumption incurrence of Indebtedness and the use of proceeds thereofDebt, the incurrence or creation of Liens and Liens, the making of any Disposition, the making of an Investment, the making of a Restricted Payments Payment or the repayment of Debt, in each case, in connection with a Limited Condition Transaction (the foregoing items in this clause (B), to the extent consummated substantially concurrently with such Limited Condition Transaction collectively, the “LCT Related Transactions”), (ii) determining compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom (other than Section 3.2(b)), or (iii) determining compliance with any provision of this Agreement which requires compliance with any representations and Investments) warranties set forth herein or in the other Credit Documents (other than Section 3.2(a)), the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred, is permitted hereunder, for which continuing or would result therefrom or determination requires the calculation of compliance with any financial ratio, test representations or basket, each calculated on a pro forma basiswarranties shall, at the option of Operating LLC the Borrower (Operating LLCthe Borrower’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 (i), the date of determination shall (ii) and (iii) above), be deemed to be the date the definitive agreement agreements (or other relevant definitive documentation) for such Limited Condition Transaction is are entered into (the “LCT Test Date”), and if, . If on a pro forma basis after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would and the LCT Related Transactions to be entered into in connection therewith (including the use of proceeds thereof), with such ratios and other provisions calculated as if such Limited Condition Transaction or LCT Related Transactions had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date, the Borrower could have been permitted taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisionprovisions shall be deemed to have been complied with, unless an Event of Default pursuant to Section 7.1(a) or Section 7.1(g) shall be continuing on the date such Limited Condition Transaction is consummated. For the avoidance of doubt, if Operating LLC has made an LCT Election, (1) if any of the ratiosif, tests or baskets for which compliance was determined or tested as of following the LCT Test Date would at Date, any time after the LCT Test Date have been of such ratios or other provisions are exceeded or otherwise failed to have been complied with breached as a result of fluctuations in any such ratio, test or basket, ratio (including due to fluctuations in Consolidated Cash Flow any component of such ratio) or other provisions at or prior to the consummation of the Companyrelevant Limited Condition Transactions or LCT Related Transactions, such baskets, tests or ratios and other provisions will not be deemed to have been exceeded or failed to have been complied with satisfied as a result of such fluctuations (and no Default solely for purposes of determining whether the Limited Condition Transaction or Event of Default shall be deemed to have occurred due to such failure to comply), LCT Related Transactions are permitted hereunder and (2) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related LCT Related Transactions, unless, other than if an Event of Default pursuant to Section 7.1(a) or Section 7.1(g), shall be continuing on such date, the Borrower elects, in calculating its sole discretion, to test such ratios and compliance with such conditions on the availability under date such Limited Condition Transaction or related LCT Related Transactions are consummated. If the Borrower has made an LCT Election for any ratioLimited Condition Transaction, test or basket then in connection with any action subsequent calculation of any ratio, “basket” availability or transaction unrelated to such Limited Conditional Transaction compliance with any other provision hereunder (other than actual compliance with the financial covenants in Section 6.16 or Section 6.17) 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 and consummated, the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition TransactionTransaction or the date the Borrower makes an election pursuant to clause (2) of the immediately preceding sentence, any such ratio, test “basket” or basket compliance with any other provision hereunder shall be determined or tested giving calculated on a pro forma effect to basis assuming such Limited Condition Transaction and the LCT Related Transactions in connection therewith (including the use of proceeds thereof) had been consummated on the LCT Test Date. Notwithstanding anything in this Agreement or any other Credit Document to the contrary, if the Borrower consummates (x) a Limited Condition Transaction and/or a LCT Related Transaction under a ratio-based “basket” and (y) a Limited Condition Transaction and/or a LCT Related Transaction under a non-ratio-based “basket”, then the applicable ratio will be calculated with respect to any such action under the applicable ratio-based “basket” without regard to any such action under such non-ratio-based “basket” made in connection with such Limited Condition Transaction or LCT Related Transaction.

Limited Condition Transactions. In connection (a) Notwithstanding anything in this Indenture to the contrary, when calculating any applicable financial ratio or test or determining other compliance with determining whether any Limited Condition Transaction and any actions this Indenture or transactions related thereto the Notes (including the incurrencedetermination of compliance with any provision of this Indenture or the Notes which requires that no Default or Event of Default has occurred, issuance is continuing or assumption would result therefrom) in connection with the consummation of Indebtedness and the use of proceeds thereofa Limited Condition Transaction, the incurrence date of determination of such ratio or creation test and determination of Liens and the making whether any Default or Event of Restricted Payments and Investments) Default has occurred, is permitted hereunder, for which determination requires the calculation of any financial ratio, test continuing or basket, each calculated on a pro forma basiswould result therefrom or other applicable covenant shall, at the option of Operating LLC the Company (Operating LLCthe Company’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination shall be deemed to be the date the definitive agreement agreements for such Limited Condition Transaction is are entered into (the “LCT Test Date”), ) and if, after giving such financial ratios and tests and other provisions are measured on a pro forma basis after giving effect to the Limited Condition Transaction, such Limited Condition Transaction would 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 occurred at the beginning of the relevant test period being used to calculate such financial ratio ending prior to the LCT Test Date, the Issuer could have been permitted taken such action on the relevant LCT Test Date in compliance with such provisionratios and provisions, such provisions shall be deemed to have been complied with; provided that, at the option of the Company, the relevant ratios and baskets may be recalculated at the time of consummation of such Limited Condition Transaction. For the avoidance of doubt, if Operating LLC has made an LCT Election, (1x) if any of the ratios, such financial ratios or tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, ratio or test or basket, (including due to fluctuations in Consolidated Cash Flow EBITDA of the Company) at or prior to the consummation of the relevant Limited Condition Transaction, such baskets, financial ratios and tests or ratios will and other provisions shall not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (solely for purposes of determining whether the Limited Condition Transaction is permitted under this Indenture and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), the Notes and (2y) in calculating such financial ratios and tests and other provisions shall not be tested at the availability under time of consummation of such Limited Condition Transaction or related transactions. (b) For the avoidance of doubt, if the Issuer has made an LCT Election for any ratioLimited Condition Transaction, test or basket then in connection with any action subsequent calculation of any financial ratio or test or basket availability with respect to any other transaction unrelated to such Limited Conditional 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 and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, for purposes of determining whether such subsequent transaction is permitted under this Indenture or the Notes, any such ratio, test or basket shall be determined required to comply with any such ratio, test or tested giving basket on a pro forma effect to basis assuming such Limited Condition TransactionTransaction and any other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transactions. In connection Notwithstanding anything in this Agreement or any other Credit Document to the contrary, when (a) testing availability under any basket set forth in this Agreement, (b) determining compliance with determining whether any Limited Condition Transaction and any actions or transactions related thereto provision of this Agreement (including other than actual compliance with 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 InvestmentsFinancial Covenant) is permitted hereunder, for which determination that requires the calculation of any financial ratio, ratio or test or basket, each calculated on a (including pro forma basiscompliance (or satisfaction) with the Financial Covenant or the Permitted Transaction Condition, or whether an event constitutes a Dilution Event), (c) determining compliance with any provision of this Agreement that requires that no Default or Event of Default has occurred, is continuing or would result therefrom or (d) making or determining the accuracy of any representations and warranties, in each case, in connection with any Limited Condition Transaction or any Related Transactions with respect thereto, the date of determination shall, at the option of Operating LLC Borrower (Operating LLCBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination shall be deemed to be the date the definitive agreement acquisition agreements or, in respect of any transaction described in clause (ii) or (iii) of the definition of “Limited Condition Transactions”, the date of delivery of irrevocable notice or similar event (and not the time of consummation) for such Limited Condition Transaction is are entered into (the “LCT Test Date”), and if, if (x) after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction and any Related Transactions with respect thereto, on a pro forma basis as if they had occurred at the beginning of the most Test Period ending prior to the LCT Test Date (for income statement purposes) or at the end of such most recent period Test Period (for balance sheet purposes), Borrower would have been permitted to consummate such Limited Condition Transaction and such Related Transactions with respect thereto on the relevant LCT Test Date in compliance with such ratio, test, basket or applicable default provision, and (y) no Event of Default under Sections 8.1(a), 8.1(f) or 8.1(g) shall have occurred and be continuing on the date such Limited Condition Transaction is consummated, then such ratio, test, basket, applicable default provision, representation or warranty shall be deemed to have been complied with. For the avoidance of doubt, if Operating LLC Borrower has made an LCT Election, (1) if Election and any of the ratios, tests tests, baskets or baskets applicable default provisions for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been are exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basketbasket or otherwise, including due to fluctuations in Consolidated Cash Flow Adjusted Fortegra Net Income, at or prior to the consummation of the Companyrelevant transaction or action, 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 (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply)fluctuations. If Borrower has made an LCT Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action calculation of any ratio, test, basket availability, applicable default provision, representation or transaction unrelated warranty with respect to such Limited Conditional Transaction the incurrence of Indebtedness or Liens, the making of Asset Sales, Permitted Acquisitions, other Investments, Restricted Junior Payments or prepayments, repurchases, redemptions, defeasances or other satisfactions of any Indebtedness permitted under Section 6.18, any merger, dissolution, liquidation or consolidation of any Subsidiary (each of the foregoing, 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 and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminatedterminated (or, expires or passes, as if applicable, the irrevocable notice of similar event is terminated or expires) without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test test, basket, applicable default provision, representation or basket warranty shall be determined or tested giving required to be satisfied on a pro forma effect to basis assuming such Limited Condition Transaction.Transaction and any Related Transactions with respect thereto have been consummated. 45

Limited Condition Transactions. (a) In connection with determining whether any Limited Condition Transaction 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 hereunderTransaction, for purposes of determining compliance with (a) any representation, warranty or absence of Default or Event of Default requirement or (b) any financial test or covenant contained in this Agreement during any period which determination requires the calculation of any financial ratio, test or basket, each calculated on a pro forma basisof the foregoing ratios, at the option of Operating LLC the BVI Borrower (Operating LLCthe BVI Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Limited Condition Election”), ) the date of determination for any such compliance shall be deemed to be (i) the date the definitive agreement agreements for such Limited Condition Transaction is are entered into or (ii) if such Limited Condition Transaction is not consummated within 120 days following such date in the preceding clause (i), a date that is within the period beginning 120 days prior to the date such Limited Condition Transaction is consummated (the “LCT Limited Condition Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction, such Limited Condition Transaction would have been permitted on the relevant LCT Test Date in compliance with such provision. For the avoidance of doubt, if Operating LLC the BVI Borrower has made an LCT Election, (1) if Limited Condition Election and any of the ratios, tests or baskets terms for which compliance was determined or tested as of the LCT Limited Condition Test Date 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, test or basketare thereafter no longer satisfied, including due to fluctuations in Consolidated Cash Flow EBITDA, at or prior to the consummation of the Companyrelevant Limited Condition Transaction, such baskets, tests or ratios terms will not nevertheless be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations satisfied. (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply)b) If the BVI Borrower has made an Limited Condition Election for any Limited Condition Transaction, and (2) in calculating the availability under any ratio, test or basket then in connection with any action subsequent calculation of any ratio with respect to any other transactions on or transaction unrelated to such Limited Conditional Transaction following the relevant LCT Limited Condition Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement for, or date for redemptionoffer in respect of, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, terminated or expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket ratio shall be determined or tested giving pro forma effect to calculated (and tested) on a Pro Forma Basis (X) assuming such Limited Condition TransactionTransaction and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) had been consummated on the Limited Condition Test Date and (Y) solely to the extent such ratio is being calculated and tested in connection with a Restricted Payment, assuming such Limited Condition Transaction and other transactions in connection therewith (excluding any Consolidated EBITDA and Consolidated Net Income of the target and any incurrence of Debt) had not been consummated on the Limited Condition Test Date.

Limited Condition Transactions. In When calculating the availability under any basket or ratio under this Indenture or compliance with any provision of this Indenture in connection with determining whether any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrenceincurrence or issuance of Indebtedness, issuance Disqualified Stock or assumption of Indebtedness preferred stock and the use of proceeds thereof, the incurrence or creation of Liens and the making of Liens, repayments, Restricted Payments and Investments) is permitted hereunderAsset Sales), for which determination requires the calculation of any financial ratio, test or basket, in each calculated on a pro forma basiscase, at the option of Operating LLC the Company (Operating LLCthe Company’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (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 definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”) the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, the date of delivery of an irrevocable notice, declaration of a Restricted Payment or similar event), and if, after giving pro forma effect to the Limited Condition TransactionTransaction 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, Restricted Payments and Asset Sales) and any related pro forma adjustments and, at the election of the Company, any other acquisition or similar Investment, Restricted Payment or Asset Sale that has not been consummated but with respect to which the Company has elected to test any applicable condition prior to the date of consummation in accordance with this paragraph, as if it had occurred at the beginning of the most recently completed four fiscal quarter period, the Company or any of its Restricted Subsidiaries could have taken such Limited Condition Transaction would have been permitted actions or consummated such transactions on the relevant LCT Test Date in compliance with such provisionratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with (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 Company 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, (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 such 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, Restricted Payments and Asset Sales), and (c) Fixed Charges 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 reasonably determined by the Company in good faith. For the avoidance of doubt, if Operating LLC the Company has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date 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, test or basket, including due to fluctuations in Consolidated Cash Flow Total Assets of the CompanyCompany or the Person subject to such Limited Condition Transaction, 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 (provided, for the avoidance of doubt, that the Company or any Restricted Subsidiary may rely upon any improvement in any such ratio, test or basket availability); (2) if any related requirements and no conditions (including as to the 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 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 due to or be continuing for purposes of the determination of such failure to complycompliance or satisfaction), ; and (23) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Conditional Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition TransactionTransaction and other actions or transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof (but without netting the cash proceeds thereof)) had been consummated.