Limited Condition Transactions. In the case of the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under the Revolving Credit Facility and the Term Facilities but including any Incremental Term Loans) or Liens or the making of any Permitted Acquisitions or other Investments, Restricted Payments, prepayments of certain specified Indebtedness or Dispositions in connection with a Limited Condition Transaction, notwithstanding anything to the contrary herein, at the Borrower’s option, the relevant ratios, baskets (including the applicable Reference Period used to determine the basket under [Section 2.16(a)]), representations and warranties shall be determined, and any Default or Event of Default condition shall be tested, as of # in the case of a Limited Condition Acquisition, the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and # in the case of any redemption or repayment of Indebtedness requiring irrevocable advance notice or any irrevocable offer to purchase Indebtedness that is not subject to obtaining financing, the date of such irrevocable advance notice or irrevocable offer, and in each case, calculated as if the Limited Condition Transaction and other pro forma events in connection therewith were consummated on such date; provided that if the Borrower has made such an election, in connection with the calculation of any ratio or basket with respect to the incurrence of Indebtedness (including any Incremental Facilities) or Liens, or the making of any Permitted Acquisition or other Investments, Restricted Payments, prepayments of certain specified Indebtedness or Dispositions on or following such 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, any such ratio shall be calculated on a pro forma basis assuming such Limited Condition Acquisition and other pro forma events in connection therewith (including any incurrence of Indebtedness) have been consummated.

all or substantially all of the incurrenceassets of any Indebtedness (excluding, for the avoidanceLead Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of doubt, Indebtedness under the Revolving Credit Facility and the Term Facilities but including any Incremental Term Loans) or LiensIndebtedness, or the makingdesignation of any Permitted Acquisitions or other Investments, Restricted Payments, prepayments of certain specified Indebtedness or Dispositions in connection with a Limited Condition Transaction, notwithstanding anything to the contrary herein, at the Borrower’s option, the relevant ratios, baskets (including the applicable Reference Period used to determine the basket under [Section 2.16(a)]), representations and warranties shall be determined, and any Default or Event of Default condition shall be tested, as of # in the case of a Limited Condition Acquisition, the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and # in the case of any redemption or repayment of Indebtedness requiring irrevocable advance notice or any irrevocable offer to purchase Indebtedness that is not subject to obtaining financing, the date of such irrevocable advance notice or irrevocable offer, and in each case, calculated as if the Limited Condition Transaction and other pro forma events in connection therewith were consummated on such date; provided that if the Borrower has made such an election, in connection with the calculation of any ratio or basket with respect to the incurrence of Indebtedness (including any Incremental Facilities) or Liens, or the making of any Permitted Acquisition or other Investments, Restricted Payments, prepayments of certain specified Indebtedness or DispositionsUnrestricted Subsidiary on or following such datethe relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement foror notice for, or, as applicable the offer in respect of a Public Offer for, such Limited Condition Transaction is terminated,terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculatedtested by calculating the availability under such ratio or basket on a pro forma basisPro Forma Basis assuming such Limited Condition AcquisitionTransaction and other pro forma eventstransactions in connection therewith have been consummated (including any incurrence of Indebtedness) have been consummated.Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Consolidated 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 Lead Borrower in good faith). Notwithstanding anything in this Agreement or any Loan Document to the contrary, if the Lead Borrower or its Restricted Subsidiaries # incurs Indebtedness, creates Liens, makes Investments, makes Restricted Payments, designates any Unrestricted Subsidiary or repays any Indebtedness in connection with any Limited Condition Transaction under a ratio-based basket and # incurs Indebtedness, creates Liens, makes Investments, makes Restricted Payments, designates any Unrestricted Subsidiary or repays any Indebtedness in connection with such Limited Condition Transaction under a non-ratio-based basket (which shall occur within five Business Days of the events in [clause (x) above]), 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.

“Limited Condition Transactions. InAcquisition” shall mean any acquisition or investment permitted hereunder by any Borrower or one or more of its Subsidiaries whose consummation is not conditioned on the caseavailability of, or on obtaining, third party financing; provided that solely for the purpose of # measuring the relevant ratios and baskets with respect to the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under the Revolving Credit Facility and the Term Facilities but including(including any IncrementalNew Term Loans) or Liens or the making of any Permitted Acquisitionsacquisitions or other Investments, Dividends, Restricted Payments, prepaymentsDebt Payments payments on other Indebtedness, Asset Sales or other sales or dispositions of certain specified Indebtednessassets or Dispositionsfundamental changes or # determining compliance with representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Transaction, notwithstanding anythingAcquisition after giving effect thereto, if the Borrower has made an LCA Election with respect to the contrary herein, at the Borrower’s option, the relevant ratios, baskets (including the applicable Reference Period used to determine the basket under [Section 2.16(a)]), representations and warranties shall be determined, and any Default or Event of Default condition shall be tested, as of # in the case of asuch Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and # in the case of any redemption or repayment of Indebtedness requiring irrevocable advance notice or any irrevocable offer(the “LCA Test Date”), and, if after giving pro forma effect to purchase Indebtedness that is not subject to obtaining financing, the date of such irrevocable advance notice or irrevocable offer, and in each case, calculated as if the Limited Condition TransactionAcquisition and the other pro forma eventstransactions to be entered into in connection therewith were consummatedas if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such date; provided that ifratio, basket, representation or warranty, such ratio, basket, representation or warranty shall be deemed to have been complied with. If the Borrower has made such an election,LCA Election for any Limited Condition Acquisition, then in connection with theany subsequent calculation of any ratio or basket with respect to the incurrence of Indebtedness (including any Incremental Facilities) or Liens, or the making of any Permitted Acquisition or other Investments, Restricted Payments, prepayments of certain specified Indebtedness or Dispositions on or following such datethe relevant LCA Test Date and prior to the earlierearliest to occur of # the date on which such Limited Condition TransactionAcquisition is consummated orconsummated, # the date that the definitive agreement for such Limited Condition TransactionAcquisition is terminated,terminated or expires without consummation of such Limited Condition Acquisition or # the date that is 120 days after the relevant LCA Test Date, any such ratio or basket shall be calculated # on a pro forma basisPro Forma Basis assuming such Limited Condition Acquisition and other pro forma eventstransactions in connection therewith (including any incurrence of Indebtedness)Indebtedness and the use of proceeds thereof) have been consummated.consummated until such time as the applicable Limited Condition Acquisition has actually closed, the acquisition agreement with respect thereto has been terminated or such 120-day period has expired and # on a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith.