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.

if the Borrower​ has made an election with respect to any Limited ConditionConditionality Acquisition to test aan applicable financial ratio test or condition at the time specified in [clause (c)](i) of this Section, then, except as provided in the next sentence,then in connection with any subsequent calculation of any ratio (other than the financial covenant tested pursuant to [Section 7.05]) or basket on or following the relevant date of execution of the definitive agreement with respect to such Limited ConditionConditionality Acquisition and prior to the earlier of # the date on which such Limited ConditionConditionality Acquisition is consummated or # the date that the definitive agreement for such Limited ConditionConditionality Acquisition is terminated or expires without consummation of such Limited ConditionConditionality Acquisition, any such ratio (other than the financial covenant tested pursuant to [Section 7.05]) or basket shall be required to be satisfied # on a pro forma basis assuming such Limited ConditionConditionality Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have been consummated and # assuming such Limited ConditionConditionality 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.

Notwithstanding anything in this Agreement or any Loan Document to the contrary, when # calculating any applicable ratio in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Disposition, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as restricted or unrestricted, the repayment of Indebtedness or for any other purpose, # determining the accuracy of any representation or warranty, # determining whether any Default or Event of Default has occurred, is continuing or would result from any action, or # determining compliance with any other condition precedent to any action or transaction, in each case of [clauses [(i) through (iv)]] in connection with a Limited Condition Acquisition, the date of determination of such ratio, the accuracy of such representation or warranty (but taking into account any earlier date specified therein), whether any Default or Event of Default has occurred, is continuing or would result therefrom, or the satisfaction of any other condition precedent shall, at the option of the ​ (the ​’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”). If on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) such ratios, representations and warranties, absence of defaults, satisfaction of conditions precedent and other provisions are calculated as if such Limited Condition Acquisition or other transactions had occurred at the Borrowerbeginning of the most recent Test Period ending prior to the LCA Test Date for which financial statements are available, the ​ could have taken such action on the relevant LCA Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with, unless a Specified Event of Default shall be continuing on the date such Limited Condition Acquisition is consummated. For the avoidance of doubt, # if any of such ratios, representations and warranties, absence of defaults, satisfaction of conditions precedent or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in Consolidated Adjusted EBITDA), a change in facts and circumstances or other provisions at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios, representations and warranties, absence of 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 Acquisition and any related transactions is permitted hereunder and # such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the ​ has made an election with respect toLCA Election for 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,Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction or otherwise on or following the relevant date of execution of the definitive agreement with respect to such Limited Condition AcquisitionLCA Test Date 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 #calculated on a pro forma basisPro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the incurrence or assumptionuse of Indebtedness)proceeds thereof) have been consummated and # assumingconsummated. For purposes of any calculation pursuant to this [clause (f)] of the Interest Coverage Ratio, Consolidated Interest Expense may be calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such Limited Condition Acquisition and other transactionsbased on the indicative interest margin contained in connection therewith (includingany financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by 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.good faith.

Notwithstanding anything in this Agreement or any Loan Document to the Borrowercontrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has made anoccurred, is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrowers (the Borrowers’ election to exercise such option in connection with respect to any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to test asuch Limited Condition Acquisition 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 four consecutive fiscal quarter period being used to calculate such financial ratio testending prior to the LCA Test Date, the Borrowers could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, # if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of Holdings) at or conditionprior to the consummation of the relevant Limited Condition Acquisition, such ratios 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 Acquisition is permitted hereunder and # such ratios and other provisions shall not be tested at the time specified in [clause (c)](i) of this Section, then, except as provided in the next sentence,consummation of such Limited Condition Acquisition or related Specified Transactions. If Borrowers have made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant date of execution of the definitive agreement with respect to such Limited Condition AcquisitionLCA Test Date 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 #calculated on a pro forma basisPro 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; provided, that (other than solely with respect to the incurrence or assumption of Indebtedness) have been consummated and # assumingtest under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets and other transactions in connection therewith (including the incurrence or assumptionConsolidated Net Income of Indebtedness) have not been consummated. Notwithstanding the foregoing, any calculationtarget 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 can only be used in the determination of the relevant ratio and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have not been consummated.baskets if and when such Limited Condition Acquisition has closed.

Limited Condition Acquisitions. In connection with respect to any action being taken in connection with a Limited Condition Acquisition to test afor purposes of # determining compliance with any provision of this Agreement which requires the calculation of the Fixed Charge Coverage Ratio or any other financial ratio testhereunder or conditionany testing of baskets set forth in this Agreement, in each case, at the time specified in [clause (c)](i)option of this Section, then, except as provided in the next sentence,Administrative Borrower (the Administrative Borrower’s election to exercise such option in connection with any subsequent calculationLimited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder (including the incurrence of any ratio or basketIndebtedness and the making of any Investment), shall be the date on or following the relevant date of execution ofwhich the definitive agreement with respect toagreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) on a pro forma basis as if such action and priorother pro forma events in connection therewith were consummated or taken on the first day of the most recently ended period of 12 fiscal months which ended before the LCA Test Date and for which financial statements have been delivered in accordance with this Agreement, # determining compliance with any provisions 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 be deemed satisfied so long as # no Event of Default exists on the LCA Test Date and # no Event of Default under [[Sections 8.1, 8.4 or 8.5]5]5]]5]5] exists immediately after giving effect to the earlierconsummation of such Limited Condition Acquisition, # determining compliance with any provision of this Agreement which requires that any of the representations and warranties made by any Loan Party set forth in this Agreement or in any other Loan Document be true and correct, such condition shall be deemed satisfied so long as # the representations and warranties in this Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier therein) as of the LCA Test Date and # the Specified Acquisition Agreement Representations and the Specified Representations (in each case, modified solely to the extent necessary to reflect the applicable terms of such Limited Condition Acquisition as set forth in the definitive agreement(s) governing such transaction) are true and correct in all material respects (without duplication of any materiality qualifier therein) immediately after giving effect to the consummation of such Limited Condition Acquisition, and # determining whether any condition or test (or any component of any condition or test) which is based on or derived from a calculation of Excess Availability is satisfied in connection with such Limited Condition Acquisition (but only in cases where any of the consideration payable with respect to the consummation of such Limited Condition Acquisition will be funded with the proceeds of any borrowing of Loans or the issuance of any Letter of Credit), such condition or test (or such component thereof) shall be determined on the date on which such Limited Condition Acquisition is consummated and on a pro forma basis by giving effect to any such Loans or #Letters of Credit; provided, however, that, in all cases, such Limited Condition Acquisition shall be consummated on or before the date which is 180 days after the LCA Test Date. If the Administrative Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test or basket with respect to any transaction permitted hereunder (each, a “Subsequent Transaction”) following the relevant LCA Test Date 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, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratioratio, test 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 any incurrence of Indebtedness and the incurrenceuse of proceeds thereof or assumptionthe making of Indebtedness)any Investment) 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.

Notwithstanding anything in this Agreement or any other Loan Document to the contrary, to the extent that this Agreement or any other Loan Document requires # compliance with any financial ratio or test (including the financial maintenance covenant set forth in [Section 8.24]), # accuracy of representations and warranties (other than Specified Representations), # the absence of a Default or Event of Default (or any type of Default or Event of Default) or # testing availability under baskets set forth herein, in each case, as a condition to the consummation of any Limited Condition Acquisition, the determination of whether the relevant condition is satisfied may be made, at the election of Borrower (such election, an “LCT Election”) on # the date on which the definitive agreements for such Limited Condition Acquisition are entered into and effective or # the date on which such Limited Condition Acquisition is consummated (the “LCT Test Date”), after giving effect to the Limited Condition Acquisition and any related Indebtedness and Liens on a Pro Forma Basis; provided, for the avoidance of doubt, that in addition to the foregoing, no Event of Default under [[Section 9.01(a), (j) or (k)])])]])])] hereof shall have occurred and be continuing at the time of consummation of such Limited Condition Acquisition. If the Borrower has made an election with respect toLCT Election for 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,Acquisition, then 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 AcquisitionLCT Test Date and prior to the earlier of # the date on which such Limited Condition Acquisition is consummated or # the date that the definitive agreement for (or in the case of an Limited Condition Acquisition that involves some other manner of establishing a binding obligation under local law, such other binding obligations to consummate) such Limited Condition Acquisition is terminated or expiresexpires, in each case without consummation of such Limited Condition Acquisition,Transaction, any such ratio or basket shall be required to be satisfied #calculated on a pro forma basisPro Forma Basis assuming such Limited Condition AcquisitionTransaction and other transactions in connection therewith (including any incurrence of Indebtedness and the incurrence or assumptionuse of Indebtedness)proceeds thereof) 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 Limited Condition Acquisition to test aapplicable financial ratio test or condition atmay, upon the time specified in [clause (c)](i)written election of this Section, then, except as provided in​ delivered to the next sentence, in connection with any subsequent calculationAdministrative Agent prior to the execution of any ratio or basket on or following the relevant date ofdefinitive agreement for such Acquisition, be tested either # upon the execution of the definitive agreement with respect to such Limited ConditionConditionality Acquisition or # upon the consummation of the Limited Conditionality Acquisition and related incurrence of Indebtedness, in each case, after giving pro forma effect to the relevant Limited Conditionality Acquisition and related incurrence of Indebtedness; provided that the failure to deliver a notice under this [Section 1.10(c)] prior to the earlierdate of # the date on which such Limited Condition Acquisition is consummated or # the date thatexecution of the definitive agreement for such Limited ConditionConditionality Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be requireddeemed an election to be satisfiedtest the applicable financial ratio under subclause # on a pro forma basis assuming such Limited Condition Acquisitionof this [Section 1.10(c)]; 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.

in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), 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 (including any incurrence of Indebtedness and the use of proceeds thereof) 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 Borrower are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an election with respectLCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election for 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,Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to 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 date of execution of the definitive agreement with respect to such Limited Condition AcquisitionLCA Test Date 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 #tested by calculating the availability under such ratio or basket 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 (including any incurrence of Indebtedness and # assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumptionuse 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.proceeds thereof).