Common use of Limited Condition Transactions Clause in Contracts

Limited Condition Transactions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, solely in connection with a Limited Condition Transaction (a) when calculating any applicable ratio or financial test or determining whether any Default or Event of Default has occurred, is continuing or would result from the consummation of such Limited Condition Transaction, in each case, pursuant to Section 6.01, Section 6.02, Section 6.04, Section 6.05, or Section 6.08 in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Disposition, the making of an Investment (including consummating a Permitted Acquisition), the making of a Restricted Payment, the designation of a Subsidiary as restricted or unrestricted or the repayment of Indebtedness in connection with such Limited Condition Transaction (each, a “LCT Specified Transaction”); provided that any Borrowing hereunder shall not constitute an LCT Specified Transaction except in the case of any Borrowing with respect to any “first in, last out” incremental or (b) determining the accuracy of any representation or warranty under this Agreement or any other Loan Document in connection with a Limited Condition Transaction, the date of determination of such ratio or financial test, the accuracy of such representation or warranty (but taking into account any earlier date specified therein) or whether any Default or Event of Default has occurred, is continuing or would result therefrom shall, at the option of the Borrower Representative (the Borrower Representative’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”). If on a pro forma basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) such ratios, financial tests, representations and warranties and absence of defaults are calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent period of four consecutive fiscal quarters ending prior to the LCT Test Date for which financial statements are available, the applicable Loan Party could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (i) if any of such ratios, financial tests, representations and warranties or absence of defaults are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in EBITDA), a change in facts and circumstances or other provisions at or prior to the consummation of the relevant Limited Condition Transaction, such ratios, representations and warranties and absence of defaults will not be deemed to have been exceeded, breached, or otherwise failed as a result of such fluctuations or changed circumstances solely for purposes of determining whether the Limited Condition Transaction and any related transactions is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related LCT Specified Transactions. If the Borrower Representative has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any subsequent Acquisition or Investment that any Loan Party or Restricted Subsidiary is contractually committed to consummate on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis both (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) 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. Notwithstanding anything in this Agreement or any Loan Document to the contrary, solely in connection with a Limited Condition Transaction (a) when calculating In the case of any applicable ratio or financial test or determining whether any Default or Event of Default has occurred, is continuing or would result from the consummation of such Limited Condition Transaction, in each case, pursuant to Section 6.01, Section 6.02, Section 6.04, Section 6.05, or Section 6.08 in connection with the incurrence of Indebtedness, the creation of any Indebtedness or Liens, the making of any Dispositionacquisition or other Investments, the making Restricted Payments, prepayments of an Investment (including consummating a Permitted Acquisition)Indebtedness, the making of a Restricted Payment, asset sales or other Dispositions or fundamental changes or the designation of a Subsidiary as restricted any Restricted Subsidiaries or unrestricted or the repayment of Indebtedness in connection with such Limited Condition Transaction (each, a “LCT Specified Transaction”); provided that any Borrowing hereunder shall not constitute an LCT Specified Transaction except in the case of any Borrowing with respect to any “first in, last out” incremental or (b) determining the accuracy of any representation or warranty under this Agreement or any other Loan Document Unrestricted Subsidiaries in connection with a Limited Condition Transaction, at the date of determination of such ratio or financial testBorrower’s option, the accuracy of such representation or warranty (but taking into account any earlier date specified therein) or whether relevant ratios and baskets shall be determined, and any Default or Event of Default has occurredcondition and compliance with representations and warranties shall be tested, is continuing or would result therefrom shall, at the option as of the Borrower Representative (the Borrower Representative’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into or notice of redemption or offer to purchase or declaration of dividend is made or, in case of a takeover offer (including a Rule 2.7 offer under the Takeover Code of the United Kingdom or similar offers), the date on which such offer is announced (the “LCT Test Date”) and calculated as if the applicable transaction or action and other pro forma events in connection therewith were consummated on such date; provided that if the Borrower has made such an election (an “LCT Election”). If , in connection with the calculation of any ratio or basket with respect to the incurrence of any Indebtedness or Liens or the making of any Permitted Acquisitions or other Investments, Restricted Payments, prepayments of Indebtedness, asset sales or other Dispositions or fundamental changes or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries in connection with a Limited Condition Transaction, on or following such date and prior to the earlier of the date on which such transaction is consummated or the definitive agreement for such transaction is terminated, any such ratio shall be calculated on a Pro Forma Basis assuming such transaction and other pro forma basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereofIndebtedness) such ratios, financial tests, representations and warranties and absence of defaults are calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent period of four consecutive fiscal quarters ending prior to the LCT Test Date for which financial statements are available, the applicable Loan Party could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with. consummated. (b) For the avoidance of doubt, (i) if the Borrower has made an LCT Election and any of such ratios, financial tests, representations and warranties the ratios or absence baskets for which compliance was determined or tested as of defaults the LCT Test Date are exceeded or breached as a result of fluctuations in any such ratio or basket (including due to fluctuations in EBITDA), a change in facts and circumstances or other provisions of the Company of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such ratios, representations and warranties and absence of defaults baskets or ratios will not be deemed to have been exceeded, breached, or otherwise failed exceeded as a result of such fluctuations or changed circumstances solely for purposes of determining whether the Limited Condition Transaction and any related transactions is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related LCT Specified Transactionsfluctuations. If the Borrower Representative has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any subsequent Acquisition or Investment that any Loan Party or Restricted Subsidiary is contractually committed to consummate on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction documentation, or notice therefor, or the declaration thereof, is terminated terminated, expires or expires passes, as applicable, without the consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis both (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness debt and the use of proceeds thereof) have had been consummated consummated. For the further avoidance of doubt, in the absence of an LCT Election, unless specifically stated in this Agreement to be otherwise, all determinations of compliance with (x) Consolidated Tangible Assets, Consolidated EBITDA, LQA Consolidated EBITDA, any Secured Net Leverage Ratio or any other ratio test or financial calculation, (y) any representations and warranties or any requirement regarding the absence of Defaults or Events of Default or (iiz) assuming such Limited Condition Transaction and other transactions in connection therewith (including any availability tests under baskets shall be made as of the applicable date of incurrence of Indebtedness and the use Indebtedness, making of proceeds thereof) have not been consummatedpayment or consummation of acquisitions, as applicable.

Limited Condition Transactions. Notwithstanding anything in When determining compliance with, or inapplicability of, any provision or term of this Agreement or any Loan Document to the contrary, solely in connection with a or related to any Limited Condition Transaction and any actions or transactions related or appurtenant thereto, at the option of the Borrower, including for purposes of: (ai) when calculating determining compliance with any applicable ratio provision of this Agreement which requires the calculation of the Interest Coverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio or financial test or the First Lien Leverage Ratio; (ii) determining the accuracy of representations and warranties and/or whether any a Default or Event of Default has occurred, is shall have occurred and be continuing (or would result from any subset of Defaults or 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 consummation of such Limited Condition Transaction, Available Amount or the Available Equity Amount); in each case, pursuant to Section 6.01, Section 6.02, Section 6.04, Section 6.05, or Section 6.08 in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Disposition, the making of an Investment (including consummating a Permitted Acquisition), the making of a Restricted Payment, the designation of a Subsidiary as restricted or unrestricted or the repayment of Indebtedness in connection with such Limited Condition Transaction (each, a “LCT Specified Transaction”); provided that any Borrowing hereunder shall not constitute an LCT Specified Transaction except in the case of any Borrowing with respect to any “first in, last out” incremental or (b) determining the accuracy of any representation or warranty under this Agreement or any other Loan Document in connection with a Limited Condition Transaction, the date of determination of such ratio or financial test, the accuracy of such representation or warranty (but taking into account any earlier date specified therein) or whether any Default or Event of Default has occurred, is continuing or would result therefrom shall, at the option of the Borrower Representative (the Borrower RepresentativeBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of compliance with, or inapplicability of, such provision or term shall be deemed to be the first date (the “LCT Test Date”) any of the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”)into. If on a after giving pro forma basis after giving effect to the Limited Condition Transaction and any actions or transactions related or appurtenant thereto, the Borrower or any of its Restricted Subsidiaries would have been permitted or not prohibited to consummate such Limited Condition Transaction and the other any actions or transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) such ratios, financial tests, representations and warranties and absence of defaults are calculated as if such Limited Condition Transaction related or other transactions had occurred at the beginning of the most recent period of four consecutive fiscal quarters ending prior to the LCT Test Date for which financial statements are available, the applicable Loan Party could have taken such action appurtenant thereto on the relevant LCT Test Date in compliance with the applicable ratios such term or other provisionsprovision, such provisions term or provision shall be deemed to have been complied withwith (or satisfied) for all purposes; provided that (a) if financial statements are available for one or more fiscal quarters after such LCT Test Date, the Borrower may elect in its sole discretion to determine such compliance or inapplicability of such terms or provisions on the basis of such financial statements, and the LCT Test Date shall be the date of determination of such compliance or inapplicability after the date of availability of such financial statements, (b) no determination of compliance or inapplicability of any such term or provision shall be required at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related or appurtenant thereto and (c) Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate as reasonably determined by the Borrower. For the avoidance of doubt, if the Borrower has made an LCT Election, (i1) if any term or provision of such ratios, financial tests, representations and warranties this Agreement for which compliance was determined or absence of defaults are exceeded or breached tested as a result of fluctuations in such ratio (including due to fluctuations in EBITDA), a change in facts and circumstances or other provisions at or prior to the consummation of the relevant Limited Condition TransactionLCT Test Date would at any time after the LCT Test Date otherwise not be complied with for any reason, such ratios, representations terms and warranties provisions will nevertheless continue to be determined to be complied with; (2) no such determination of compliance or inapplicability of any such term or provision of this Agreement shall be affected by any subsequent Default or Event of Default and absence such Default or Event of defaults will not Default shall be deemed not to have been exceeded, breached, occurred or otherwise failed as a result of such fluctuations or changed circumstances be continuing solely for purposes of determining whether the Limited Condition Transaction and any related transactions is permitted hereunder such compliance or inapplicability; and (ii3) such ratios and all determinations of compliance with such conditions shall or inapplicability of any term or provision of this Agreement for any action or inaction that are not be tested at comprised within the time of consummation of action or inaction contemplated or related to such Limited Condition Transaction or related LCT Specified Transactions. If after the Borrower Representative has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any subsequent Acquisition or Investment that any Loan Party or Restricted Subsidiary is contractually committed to consummate on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated terminated, expires or expires without consummation of is abandoned, shall be determined after giving pro forma effect to such Limited Condition Transaction. Until the consummation of the Sports Network II Investment, any such ratio or basket transaction shall be calculated on treated under this Agreement as a pro forma basis both (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence respect of Indebtedness and the use of proceeds thereof) have which an LCT Election has been consummated and (ii) 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 consummatedmade.

Limited Condition Transactions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, solely in connection with a Limited Condition Transaction contrary when (ai) when calculating any applicable ratio or financial test or determining whether any Default basket or Event of Default has occurred, is continuing or would result from the consummation of such Limited Condition Transaction, in each case, pursuant to Section 6.01, Section 6.02, Section 6.04, Section 6.05, or Section 6.08 exception in connection with the incurrence of IndebtednessIndebtedness (other than the borrowing of Revolving Loans or the issuance of Letters of Credit), the creation of Liens, the making of any Disposition, the making of an Investment (including consummating a Permitted Acquisition)Investment, the making of a Restricted Payment, the designation of a Subsidiary as restricted or unrestricted or the repayment of Indebtedness in connection with such Limited Condition Transaction (each, a “LCT Specified Transaction”); provided that any Borrowing hereunder shall not constitute an LCT Specified Transaction except in the case of any Borrowing with respect to any “first in, last out” incremental or (bii) determining the accuracy of any representation or warranty under this Agreement or (iii) determining whether any other Loan Document Default or Event of Default has occurred, is continuing or would result from any action, in each case of clauses (i) through (iii) for the purpose of determining whether a Specified Transaction is permitted hereunder in connection with a Limited Condition Transaction, the date of determination of such ratio or financial testtest or basket or exception, the accuracy of such representation or warranty (but taking into account any earlier date specified therein) or whether any Default or Event of Default has occurred, is continuing or would result therefrom shall, at the option of the Borrower Representative (the Borrower RepresentativeBorrower’s election to exercise such option in connection with any Limited Condition TransactionAcquisition, an “LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”). If on a pro forma basis Pro Forma Basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness Indebtedness, Liens, Restricted Payments or other transactions and the use of proceeds thereof) such ratios, financial tests, baskets, exceptions, representations and warranties and absence of defaults are calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent period of four consecutive fiscal quarters Reference Period ending prior to the LCT Test Date for which financial statements are available, the applicable Loan Party Borrower could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (i) if any of such ratios, financial tests, baskets, exceptions, representations and warranties or absence of defaults are exceeded or breached as a result of fluctuations in such ratio or financial test (including due to fluctuations in Consolidated EBITDA), a change in facts and or circumstances or other provisions at or prior to the consummation of the relevant Limited Condition Transaction, such ratios, financial tests, baskets, exceptions, representations and warranties and absence of defaults will not be deemed to have been exceeded, breached, or otherwise failed as a result of such fluctuations or changed circumstances solely for purposes of determining whether the Limited Condition Transaction and any related transactions is permitted hereunder and (ii) such ratios ratios, financial tests, baskets, exceptions and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related LCT Specified Transactions. If the Borrower Representative Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or financial test or basket availability or exception with respect to any subsequent Acquisition acquisition or Investment that any Loan Party the Borrower or a Restricted Subsidiary is contractually committed to consummate on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or financial test or basket or exception shall be calculated on a pro forma basis Pro Forma Basis both (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness Indebtedness, Liens, Restricted Payments or other transactions and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness Indebtedness, Liens, Restricted Payments or other transactions and the use of proceeds thereof) have not been consummated.

Limited Condition Transactions. Notwithstanding anything in When determining compliance with, or inapplicability of, any provision or term of this Agreement or any Loan Document to the contrary, solely in connection with a or related to any Limited Condition Transaction and any actions or transactions related or appurtenant thereto, at the option of the Borrower, including for purposes of: (ai) when calculating determining compliance with any applicable ratio provision of this Agreement which requires the calculation of the Interest Coverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio or financial test or the First Lien Leverage Ratio; (ii) determining the accuracy of representations and warranties and/or whether any a Default or Event of Default has occurred, is shall have occurred and be continuing (or would result from any subset of Defaults or 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 consummation of such Limited Condition Transaction, Available Amount or the Available Equity Amount); in each case, pursuant to Section 6.01, Section 6.02, Section 6.04, Section 6.05, or Section 6.08 in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Disposition, the making of an Investment (including consummating a Permitted Acquisition), the making of a Restricted Payment, the designation of a Subsidiary as restricted or unrestricted or the repayment of Indebtedness in connection with such Limited Condition Transaction (each, a “LCT Specified Transaction”); provided that any Borrowing hereunder shall not constitute an LCT Specified Transaction except in the case of any Borrowing with respect to any “first in, last out” incremental or (b) determining the accuracy of any representation or warranty under this Agreement or any other Loan Document in connection with a Limited Condition Transaction, the date of determination of such ratio or financial test, the accuracy of such representation or warranty (but taking into account any earlier date specified therein) or whether any Default or Event of Default has occurred, is continuing or would result therefrom shall, at the option of the Borrower Representative (the Borrower RepresentativeBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of compliance with, or inapplicability of, such provision or term shall be deemed to be the first date (the “LCT Test Date”) any of the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”)into. If on a after giving pro forma basis after giving effect to the Limited Condition Transaction and any actions or transactions related or appurtenant thereto, Holdings or any of its Restricted Subsidiaries would have been permitted or not prohibited to consummate such Limited Condition Transaction and the other any actions or transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) such ratios, financial tests, representations and warranties and absence of defaults are calculated as if such Limited Condition Transaction related or other transactions had occurred at the beginning of the most recent period of four consecutive fiscal quarters ending prior to the LCT Test Date for which financial statements are available, the applicable Loan Party could have taken such action appurtenant thereto on the relevant LCT Test Date in compliance with the applicable ratios such term or other provisionsprovision, such provisions term or provision shall be deemed to have been complied withwith (or satisfied) for all purposes; provided that (a) if financial statements are available for one or more fiscal quarters after such LCT Test Date, Holdings may elect in its sole discretion to determine such compliance or inapplicability of such terms or provisions on the basis of such financial statements, and the LCT Test Date shall be the date of determination of such compliance or inapplicability after the date of availability of such financial statements, (b) no determination of compliance or inapplicability of any such term or provision shall be required at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related or appurtenant thereto and (c) Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate as reasonably determined by Holdings. For the avoidance of doubt, if the Borrower has made an LCT Election, (i1) if any term or provision of such ratios, financial tests, representations and warranties this Agreement for which compliance was determined or absence of defaults are exceeded or breached tested as a result of fluctuations in such ratio (including due to fluctuations in EBITDA), a change in facts and circumstances or other provisions at or prior to the consummation of the relevant Limited Condition TransactionLCT Test Date would at any time after the LCT Test Date otherwise not be complied with for any reason, such ratios, representations terms and warranties provisions will nevertheless continue to be determined to be complied with; (2) no such determination of compliance or inapplicability of any such term or provision of this Agreement shall be affected by any subsequent Default or Event of Default and absence such Default or Event of defaults will not Default shall be deemed not to have been exceeded, breached, occurred or otherwise failed as a result of such fluctuations or changed circumstances be continuing solely for purposes of determining whether the Limited Condition Transaction and any related transactions is permitted hereunder such compliance or inapplicability; and (ii3) such ratios and all determinations of compliance with such conditions shall or inapplicability of any term or provision of this Agreement for any action or inaction that are not be tested at comprised within the time of consummation of action or inaction contemplated or related to such Limited Condition Transaction or related LCT Specified Transactions. If after the Borrower Representative has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any subsequent Acquisition or Investment that any Loan Party or Restricted Subsidiary is contractually committed to consummate on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated terminated, expires or expires without consummation of is abandoned, shall be determined after giving pro forma effect to such Limited Condition Transaction. Until the consummation of the Sports Network II Investment, any such ratio or basket transaction shall be calculated on treated under this Agreement as a pro forma basis both (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence respect of Indebtedness and the use of proceeds thereof) have which an LCT Election has been consummated and (ii) 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 consummatedmade.

Limited Condition Transactions. Notwithstanding anything in When determining compliance with, or inapplicability of, any provision or term of this Agreement or any Loan Document to the contrary, solely in connection with a or related to any Limited Condition Transaction and any actions or transactions related or appurtenant thereto, at the option of the Borrower, including for purposes of: (ai) when calculating determining compliance with any applicable ratio provision of this Agreement which requires the calculation of the Interest Coverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio or financial test or the First Lien Leverage Ratio; (ii) determining the accuracy of representations and warranties and/or whether any a Default or Event of Default has occurred, is shall have occurred and be continuing (or would result from any subset of Defaults or 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 consummation of such Limited Condition Transaction, Available Amount or the Available Equity Amount); in each case, pursuant to Section 6.01, Section 6.02, Section 6.04, Section 6.05, or Section 6.08 in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Disposition, the making of an Investment (including consummating a Permitted Acquisition), the making of a Restricted Payment, the designation of a Subsidiary as restricted or unrestricted or the repayment of Indebtedness in connection with such Limited Condition Transaction (each, a “LCT Specified Transaction”); provided that any Borrowing hereunder shall not constitute an LCT Specified Transaction except in the case of any Borrowing with respect to any “first in, last out” incremental or (b) determining the accuracy of any representation or warranty under this Agreement or any other Loan Document in connection with a Limited Condition Transaction, the date of determination of such ratio or financial test, the accuracy of such representation or warranty (but taking into account any earlier date specified therein) or whether any Default or Event of Default has occurred, is continuing or would result therefrom shall, at the option of the Borrower Representative (the Borrower RepresentativeBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of compliance with, or inapplicability of, such provision or term shall be deemed to be the first date (the “LCT Test Date”) any of the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”)into. If on a after giving pro forma basis after giving effect to the Limited Condition Transaction and any actions or transactions related or appurtenant thereto, the Borrower or any of its Restricted Subsidiaries would have been permitted or not prohibited to consummate such Limited Condition Transaction and the other any actions or transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) such ratios, financial tests, representations and warranties and absence of defaults are calculated as if such Limited Condition Transaction related or other transactions had occurred at the beginning of the most recent period of four consecutive fiscal quarters ending prior to the LCT Test Date for which financial statements are available, the applicable Loan Party could have taken such action appurtenant thereto on the relevant LCT Test Date in compliance with the applicable ratios such term or other provisionsprovision, such provisions term or provision shall be deemed to have been complied withwith (or satisfied) for all purposes; provided that (a) if financial statements are available for one or more fiscal quarters after such LCT Test Date, the Borrower may elect in its sole discretion to determine such compliance or inapplicability of such terms or provisions on the basis of such financial statements, and the LCT Test Date shall be the date of determination of such compliance or inapplicability after the date of availability of such financial statements, (b) no determination of compliance or inapplicability of any such term or provision shall be required at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related or appurtenant thereto and (c) Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate as reasonably determined by the Borrower. For the avoidance of doubt, if the Borrower has made an LCT Election, (i1) if any term or provision of such ratios, financial tests, representations and warranties this Agreement for which compliance was determined or absence of defaults are exceeded or breached tested as a result of fluctuations in such ratio (including due to fluctuations in EBITDA), a change in facts and circumstances or other provisions at or prior to the consummation of the relevant Limited Condition TransactionLCT Test Date would at any time after the LCT Test Date otherwise not be complied with for any reason, such ratios, representations terms and warranties provisions will nevertheless continue to be determined to be complied with; (2) no such determination of compliance or inapplicability of any such term or provision of this Agreement shall be affected by any subsequent Default or Event of Default and absence such Default or Event of defaults will not Default shall be deemed not to have been exceeded, breached, occurred or otherwise failed as a result of such fluctuations or changed circumstances be continuing solely for purposes of determining whether the Limited Condition Transaction and any related transactions is permitted hereunder such compliance or inapplicability; and (ii3) such ratios and all determinations of compliance with such conditions shall or inapplicability of any term or provision of this Agreement for any action or inaction that are not be tested at comprised within the time of consummation of action or inaction contemplated or related to such Limited Condition Transaction or related LCT Specified Transactions. If after the Borrower Representative has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any subsequent Acquisition or Investment that any Loan Party or Restricted Subsidiary is contractually committed to consummate on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated terminated, expires or expires without consummation of is abandoned, shall be determined after giving pro forma effect to such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis both (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) 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. Notwithstanding anything in this Agreement or any Loan Document to the contrary, solely in connection with a Limited Condition Transaction when (ai) when calculating any applicable ratio in connection with the making of an Investment, including any Permitted Acquisitions, the making of a Restricted Payment or financial test the repayment of Indebtedness, (ii) determining the accuracy of any representation or warranty, (iii) determining whether any Default or Event of Default has occurred, is continuing or would result from the consummation of such Limited Condition Transactionany action, or (iv) determining compliance with any other condition precedent to any action or transaction, in each case, pursuant to Section 6.01, Section 6.02, Section 6.04, Section 6.05, or Section 6.08 in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Disposition, the making of an Investment (including consummating a Permitted Acquisition), the making of a Restricted Payment, the designation of a Subsidiary as restricted or unrestricted or the repayment of Indebtedness in connection with such Limited Condition Transaction (each, a “LCT Specified Transaction”); provided that any Borrowing hereunder shall not constitute an LCT Specified Transaction except in the case of any Borrowing with respect to any “first in, last out” incremental or clauses (bi) determining the accuracy of any representation or warranty under this Agreement or any other Loan Document through (iv) in connection with a Limited Condition Transaction, the date of determination of such ratio or financial testratio, the accuracy of such representation or warranty (but taking into account any earlier date specified therein) or ), whether any Default or Event of Default has occurred, is continuing or would result therefrom therefrom, or the satisfaction of any other condition precedent shall, at the option of the Borrower Representative (the Borrower RepresentativeBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT LCA Election”), be deemed to be the date of declaration of such Restricted Payment or the date that the definitive agreements agreement for such Limited Condition Transaction are Restricted Payment, Investment, or repayment, repurchase or refinancing of Indebtedness is entered into into, or the date such notice, which may be conditional, of such repayment, repurchase or refinancing of Indebtedness is given to the holders of such Indebtedness (the “LCT LCA Test Date”). If on a pro forma basis Pro Forma Basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) such ratios, financial tests, representations and warranties and warranties, absence of defaults defaults, satisfaction of conditions precedent and other provisions are calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent period of four consecutive fiscal quarters quarter ending prior to the LCT LCA Test Date for which financial statements are availablehave been delivered pursuant to Section 5.1(a) or (b), as applicable, the applicable Loan Party Borrower could have taken such action on the relevant LCT LCA Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with, (x) unless an Event of Default pursuant to 8.1(a), 8.1(b), 8.1(h), 8.1(j) or 8.1(i) shall be continuing on the date such Limited Condition Transaction is consummated, and (y) so long as the date on which such Limited Condition Transaction occurs is not more than six (6) months after the LCA Test Date. For the avoidance of doubt, (i) if any of such ratios, financial tests, representations and warranties or warranties, absence of defaults defaults, satisfaction of conditions precedent or other provisions are exceeded or breached as a result of fluctuations in any such ratio (including due to fluctuations in Consolidated EBITDA), a change in facts and circumstances or other provisions at or prior to the consummation of the relevant Limited Condition Transaction, such ratios, representations and warranties and warranties, absence of defaults defaults, satisfaction of conditions precedent and other provisions will not be deemed to have been exceeded, breached, or otherwise failed as a result of such fluctuations or changed circumstances solely for purposes of determining whether the Limited Condition Transaction and any related transactions is are permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction, so long as the date on which such Limited Condition Transaction or related LCT Specified Transactionsis consummated is not more than six (6) months after the LCA Test Date. If the Borrower Representative has made an LCT LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any subsequent Acquisition or Investment that any Loan Party or Restricted Subsidiary is contractually committed to consummate other transaction on or following the relevant LCT LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis both (i) Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated consummated. For purposes of any calculation pursuant to this Section 1.7 of the Consolidated Fixed Charge Coverage Ratio, clause (a) of the definition of Consolidated Fixed Charges may be calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such Limited Condition Transaction based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith. (p) In Section 2.2 the following sentence is added to the end thereof to read as follows: On the Second Amendment Effective Date, (i) Twenty-Two Million Nine Hundred Sixty-Eight Thousand Seven Hundred Fifty Dollars ($22,968,750) of Delayed Draw Term Loans shall be converted to outstanding Revolving Loans, (ii) Twelve Million Thirty-One Thousand Two Hundred Fifty Dollars ($12,031,250) of Term Loan A shall be converted to outstanding Revolving Loans, and (iii) after giving effect to such conversions in clauses (i) and (ii) assuming such Limited Condition Transaction above, the aggregate outstanding principal amount of Revolving Loans is Fifty-Five Million Dollars ($55,000,000). (q) Section 2.16 of the Credit Agreement is hereby amended and other transactions restated in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.its entirety to read as follows:

Limited Condition Transactions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, solely in connection with a Limited Condition Transaction contrary when (ai) when calculating any applicable ratio or financial test or determining whether any Default basket or Event of Default has occurred, is continuing or would result from the consummation of such Limited Condition Transaction, in each case, pursuant to Section 6.01, Section 6.02, Section 6.04, Section 6.05, or Section 6.08 exception in connection with the incurrence or assumption of Indebtedness, the creation of Liens, the making of any Disposition, the making of an Investment (including consummating a Permitted Acquisition)Investment, the making of a Restricted Payment, the designation of a Subsidiary as restricted a Restricted Subsidiary or unrestricted an Unrestricted Subsidiary or the repayment of Indebtedness in connection with such Limited Condition Transaction (each, a “LCT Specified Transaction”); provided that any Borrowing hereunder shall not constitute an LCT Specified Transaction except in the case of any Borrowing with respect to any “first in, last out” incremental or (bii) determining the accuracy of any representation or warranty under this Agreement (subject to Section 2.20(c), in connection with an Incremental Limited Condition Commitment) or (iii) determining whether any other Loan Document Default or Event of Default has occurred, is continuing or would result from any action, in each case of clauses (i) through (iii) in connection with a Limited Condition Transaction, the date of determination of such ratio or financial testtest or basket or exception, the accuracy of such representation or warranty (but taking into account any earlier date specified therein) or whether any Default or Event of Default has occurred, is continuing or would result therefrom shall, at the option of the Borrower Representative (the Borrower RepresentativeBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the date on which the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”). If on a pro forma basis Pro Forma Basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or assumption of Indebtedness Indebtedness, Liens, Restricted Payments or other transactions and the use of proceeds thereof) such ratios, financial tests, baskets, exceptions, representations and warranties and absence of defaults are calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent period of four consecutive fiscal quarters Reference Period ending prior to the LCT Test Date for which financial statements are available, the applicable Loan Party Borrower could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (i) if any of such ratios, financial tests, baskets, exceptions, representations and warranties or absence of defaults are exceeded or breached as a result of fluctuations in such ratio or financial test (including due to fluctuations in EBITDA), a change in facts and or circumstances or other provisions at or prior to the consummation of the relevant Limited Condition Transaction, such ratios, financial tests, baskets, exceptions, representations and warranties and absence of defaults will not be deemed to have been exceeded, breached, or otherwise failed as a result of such fluctuations or changed circumstances solely for purposes of determining whether the Limited Condition Transaction and any related transactions is permitted hereunder and (ii) such ratios ratios, financial tests, baskets, exceptions and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related LCT Specified Transactions. If the Borrower Representative has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or financial test (other than actual compliance with the Financial Performance Covenant) or basket availability with respect to any subsequent Acquisition or Investment that any Loan Party or Restricted Subsidiary is contractually committed to consummate exception on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or financial test or basket or exception shall be calculated on a pro forma basis both (i) Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness Indebtedness, Liens, Restricted Payments or other transactions and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Limited Condition Transactions. Notwithstanding anything in this Agreement or In connection with any Loan Document to the contrary, solely action being taken in connection with a Limited Condition Transaction (a) when calculating Transaction, for purposes of any applicable ratio or financial test or determining whether any provision of the 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 consummation Company’s option, be deemed satisfied, so long as no Default, Event of such Limited Condition TransactionDefault or specified Event of Default, in each caseas applicable, pursuant to Section 6.01, Section 6.02, Section 6.04, Section 6.05, or Section 6.08 in connection with exists on the incurrence of Indebtedness, date the creation of Liens, the making of any Disposition, the making of an Investment (including consummating a Permitted Acquisition), the making of a Restricted Payment, the designation of a Subsidiary as restricted or unrestricted or the repayment of Indebtedness in connection with definitive agreement for such Limited Condition Transaction (eachis entered into. Furthermore, a “LCT Specified Transaction”); provided that in connection with any Borrowing hereunder shall not constitute an LCT Specified Transaction except in the case of any Borrowing with respect to any “first in, last out” incremental or (b) determining the accuracy of any representation or warranty under this Agreement or any other Loan Document action being taken in connection with a Limited Condition Transaction, for purposes of: (1) determining compliance with any provision of the date Indenture which requires the calculation of determination of such any financial ratio or financial test, including the accuracy Consolidated Net Secured Leverage Ratio; or (2) testing availability under baskets set forth in the Indenture (including baskets measured as a percentage of such representation or warranty (but taking into account any earlier date specified therein) or whether any Default or Event of Default has occurred, is continuing or would result therefrom shallConsolidated Net Tangible Assets); in each case, at the option of the Borrower Representative Company (the Borrower RepresentativeCompany’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements agreement for such Limited Condition Transaction are is entered into (the “LCT Test Date”). If on a , and if, after giving pro forma basis after giving effect to such the Limited Condition Transaction with such adjustments as are appropriate and consistent with the other transactions to be entered into pro forma adjustment provisions set forth in connection therewith (including any incurrence the definition of Indebtedness and the use of proceeds thereof) such ratios, financial tests, representations and warranties and absence of defaults are calculated Consolidated Net Secured Leverage Ratio as if such Limited Condition Transaction and any actions or other transactions had related thereto occurred at the beginning of the most recent period of four consecutive fiscal quarters ending prior to the LCT Test Date for which financial statements are availableapplicable period, the applicable Loan Party could Company or any of its Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with the applicable ratios such ratio, test or other provisionsbasket, such provisions ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, (i) if the Company has made an LCT Election and any of such the ratios, financial tests, representations and warranties tests or absence baskets for which compliance was determined or tested as of defaults are exceeded or breached the LCT Test Date would have failed to have been satisfied as a result of fluctuations in any such ratio (ratio, test or basket, including due to fluctuations in EBITDA)Consolidated Net Secured Leverage Ratio or Consolidated Net Tangible Assets, a change in facts and circumstances or other provisions at or prior to the consummation of the relevant Limited Condition Transactiontransaction or action, such ratiosbaskets, representations and warranties and absence of defaults tests or ratios will not be deemed to have failed to have been exceeded, breached, or otherwise failed satisfied as a result of such fluctuations or changed circumstances solely for purposes of determining whether the Limited Condition Transaction and any related transactions is permitted hereunder and (ii) such ratios and compliance with such conditions ratios, tests or baskets shall not be tested at the time of consummation of such Limited Condition Transaction, unless the Company elects in its sole discretion to test such ratio, test or basket on the date such Limited Condition Transaction or is consummated instead of the date of the related LCT Specified Transactionsdefinitive agreement. If the Borrower Representative Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio event or basket availability with respect to any subsequent Acquisition or Investment that any Loan Party or Restricted Subsidiary is contractually committed to consummate on or following transaction occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires passes, as applicable, without consummation of such Limited Condition Transaction (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made after 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 ratio, test or basket shall be calculated on a pro forma basis both (i) required to be satisfied assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) 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. Notwithstanding anything in this Agreement or any Loan Document to the contrary, solely in connection with a Limited Condition Transaction when (ai) when calculating any applicable ratio in connection with the making of an Investment, including any Permitted Acquisitions, the making of a Restricted Payment or financial test the repayment of Indebtedness, (ii) determining the accuracy of any representation or warranty, (iii) determining whether any Default or Event of Default has occurred, is continuing or would result from the consummation of such Limited Condition Transactionany action, or (iv) determining compliance with any other condition precedent to any action or transaction, in each case, pursuant to Section 6.01, Section 6.02, Section 6.04, Section 6.05, or Section 6.08 in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Disposition, the making of an Investment (including consummating a Permitted Acquisition), the making of a Restricted Payment, the designation of a Subsidiary as restricted or unrestricted or the repayment of Indebtedness in connection with such Limited Condition Transaction (each, a “LCT Specified Transaction”); provided that any Borrowing hereunder shall not constitute an LCT Specified Transaction except in the case of any Borrowing with respect to any “first in, last out” incremental or clauses (bi) determining the accuracy of any representation or warranty under this Agreement or any other Loan Document through (iv) in connection with a Limited Condition Transaction, the date of determination of such ratio or financial testratio, the accuracy of such representation or warranty (but taking into account any earlier date specified therein) or ), whether any Default or Event of Default has occurred, is continuing or would result therefrom therefrom, or the satisfaction of any other condition precedent shall, at the option of the Borrower Representative (the Borrower RepresentativeBorrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT LCA Election”), be deemed to be the date of declaration of such Restricted Payment or the date that the definitive agreements agreement for such Limited Condition Transaction are Restricted Payment, Investment, or repayment, repurchase or refinancing of Indebtedness is entered into into, or the date such notice, which may be conditional, of such repayment, repurchase or refinancing of Indebtedness is given to the holders of such Indebtedness (the “LCT LCA Test Date”). If on a pro forma basis Pro Forma Basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) such ratios, financial tests, representations and warranties and warranties, absence of defaults defaults, satisfaction of conditions precedent and other provisions are calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent period of four consecutive fiscal quarters quarter ending prior to the LCT LCA Test Date for which financial statements are availablehave been delivered pursuant to Section 5.1(a) or (b), as applicable, the applicable Loan Party Borrower could have taken such action on the relevant LCT LCA Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with, (x) unless an Event of Default pursuant to 8.1(a), 8.1(b), 8.1(h), 8.1(j) or 8.1(i) shall be continuing on the date such Limited Condition Transaction is consummated, and (y) so long as the date on which such Limited Condition Transaction occurs is not more than six (6) months after the LCA Test Date. For the avoidance of doubt, (i) if any of such ratios, financial tests, representations and warranties or warranties, absence of defaults defaults, satisfaction of conditions precedent or other provisions are exceeded or breached as a result of fluctuations in any such ratio (including due to fluctuations in Consolidated EBITDA), a change in facts and circumstances or other provisions at or prior to the consummation of the relevant Limited Condition Transaction, such ratios, representations and warranties and warranties, absence of defaults defaults, satisfaction of conditions precedent and other provisions will not be deemed to have been exceeded, breached, or otherwise failed as a result of such fluctuations or changed circumstances solely for purposes of determining whether the Limited Condition Transaction and any related transactions is are permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction, so long as the date on which such Limited Condition Transaction or related LCT Specified Transactionsis consummated is not more than six (6) months after the LCA Test Date. If the Borrower Representative has made an LCT LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any subsequent Acquisition or Investment that any Loan Party or Restricted Subsidiary is contractually committed to consummate other transaction on or following the relevant LCT LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis both (i) Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and consummated. For purposes of any calculation pursuant to this Section 1.7 of the Consolidated Interest Coverage Ratio, clause (iia) assuming of the definition of Consolidated Interest Expense may be calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such Limited Condition Transaction and other transactions based on the indicative interest margin contained in connection therewith (including any incurrence of financing commitment documentation with respect to such Indebtedness and or, if no such indicative interest margin exists, as reasonably determined by the use of proceeds thereof) have not been consummatedBorrower in good faith.

Limited Condition Transactions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, solely in connection with a Limited Condition Transaction contrary when (ai) when calculating any applicable ratio or financial test or determining whether any Default basket or Event of Default has occurred, is continuing or would result from the consummation of such Limited Condition Transaction, in each case, pursuant to Section 6.01, Section 6.02, Section 6.04, Section 6.05, or Section 6.08 exception in connection with the incurrence of IndebtednessIndebtedness (other than the borrowing of Revolving Loans or the issuance of Letters of Credit), the creation of Liens, the making of any Disposition, the making of an Investment (including consummating a Permitted Acquisition)Investment, the making of a Restricted Payment, the designation of a Subsidiary as restricted or unrestricted or the repayment of Indebtedness in connection with such Limited Condition Transaction (each, a “LCT Specified Transaction”); provided that any Borrowing hereunder shall not constitute an LCT Specified Transaction except in the case of any Borrowing with respect to any “first in, last out” incremental or (bii) determining the accuracy of any representation or warranty under this Agreement or (iii) determining whether any other Loan Document Default or Event of Default has occurred, is continuing or would result from any action, in each case of clauses (i) through (iii) for the purpose of determining whether a Specified Transaction is permitted hereunder in connection with a Limited Condition Transaction, the date of determination of such ratio or financial testtest or basket or exception, the accuracy of such representation or warranty (but taking into account any earlier date specified therein) or whether any Default or Event of Default has occurred, is continuing or would result therefrom shall, at the option of the Borrower Representative (the Borrower RepresentativeBorrower’s election to exercise such option in connection with any Limited Condition TransactionAcquisition, an “LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”). If on a pro forma basis Pro Forma Basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness Indebtedness, Liens, Restricted Payments or other transactions and the use of proceeds thereof) such ratios, financial tests, baskets, exceptions, representations and warranties and absence of defaults are calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent period of four consecutive fiscal quarters Reference Period ending prior to the LCT Test Date for which financial statements are available, the applicable Loan Party Borrower could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (i) if any of such ratios, financial tests, baskets, exceptions, representations and warranties or absence of defaults are exceeded or breached as a result of fluctuations in such ratio or financial test (including due to fluctuations in Consolidated EBITDA), a change in facts and or circumstances or other provisions at or prior to the consummation of the relevant Limited Condition Transaction, such ratios, financial tests, baskets, exceptions, representations and warranties and absence of defaults will not be deemed to have been exceeded, breached, or otherwise failed as a result of such fluctuations or changed circumstances solely for purposes of determining whether the Limited Condition Transaction and any related transactions is permitted hereunder and (ii) such ratios ratios, financial tests, baskets, exceptions and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related LCT Specified Transactions. If the Borrower Representative Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or financial test or basket availability or exception with respect to any subsequent Acquisition acquisition or Investment that any Loan Party the Borrower or a Restricted Subsidiary is contractually committed to consummate on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or financial test or basket or exception shall be calculated on a pro forma basis Pro Forma Basis both (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.69