if the Borrower has made an election with respect to any Limited Condition Acquisition to test a financial ratio test or condition at the time specified in clause (c)(i) of this Section, then, except as provided in the next sentence, in connection with any subsequent calculation of any ratio or basket on or following the relevant date of execution of the definitive agreement with respect to such Limited Condition Acquisition and prior to the earlier of # the date on which such Limited Condition Acquisition is consummated or # the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be required to be satisfied # on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have been consummated and # assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have not been consummated. Notwithstanding the foregoing, any calculation of a ratio in connection with determining the Applicable Margin and determining whether or not the Borrower is in compliance with the requirements of [Section 9.11] shall, in each case be calculated assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have not been consummated.

any financial ratio test or condition, may upon the written election of the Borrower delivered to the Administrative Agent prior to the execution of the definitive agreement for such Acquisition, be tested either # upon the execution of the definitive agreement with respect to such Limited Condition Acquisition or # upon the consummation of the Limited Condition Acquisition and related

Notwithstanding the foregoing, the Limited Condition Acquisition provisions set forth above shall not apply in respect of any incurrence of any Loans (or other Credit Extensions) the proceeds of which will be used to finance such Limited Condition Acquisition.

“LCA Election” shall mean the Borrower’s election to treat a specified acquisition as a Limited Condition Acquisition.

“Limited Condition Acquisition” means any Permitted Acquisition by the Company or any of its Subsidiaries, the consummation of which is not conditioned on the availability of, or on obtaining, third party financing, so long as such acquisition is consummated within ninety (90) days of signing the applicable acquisition agreement; provided that, for the avoidance of doubt, the CAX Acquisition shall not constitute a Limited Condition Acquisition for purposes of this Agreement.

“Limited Condition Acquisition Proviso” has the meaning specified in [Section 1.11].

with a Limited Condition Acquisition, the date of determination of such condition shall be the LCA Test Date.; and

“Limited Condition Acquisition” 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 availability 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 (including any New Term Loans) or Liens or the making of any acquisitions or other Investments, Dividends, Restricted Debt Payments payments on other Indebtedness, Asset Sales or other sales or dispositions of assets or fundamental 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 Acquisition after giving effect thereto, if the Borrower has made an LCA Election with respect to such Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as 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 ratio, basket, representation or warranty, such ratio, basket, representation or warranty shall be deemed to have been complied with. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earliest to occur of # the date on which such Limited Condition Acquisition is consummated, # the date that the definitive agreement for such Limited Condition Acquisition is 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 Basis assuming such Limited Condition Acquisition 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 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.

no Default shall then exist or would exist after giving effect thereto; provided that, if such Acquisition is a Limited Condition Acquisition and the ​ has made an LCA Election, no Event of Default only under [Section 8.01(a), (f) or (g)])])] shall have occurred and be continuing at the time of the consummation of the Limited Condition Acquisition;

“Limited Condition Transaction” shall mean any Investment or Acquisition (including by way of merger, amalgamation, consolidation or other business combination or the acquisition of Capital Stock or 885707.04-LACSR02A - MSW