Common use of Certain Calculations and Tests Clause in Contracts

Certain Calculations and Tests. 1.6.1 Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been met) and/or the amount of EBITDA or Total Assets or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”), the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”), (1) in the case of any acquisition or similar Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), in each case, after giving effect to the relevant acquisition or similar Investment, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that, solely with respect to any determination of compliance with clauses (iii) and (iv) in the definition of “Payment Conditions”, to the extent the Lead Borrower has made an LCT Election for any Limited Condition Transaction, the determination of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the time of the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been met) and/or the amount of EBITDA or Total Assets with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments or Restricted Debt Payments 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 definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating the availability under such financial ratio or test and/or the amount of EBITDA or Total Assets, as applicable, on a pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). 1.6.2 Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts.

Certain Calculations and Tests. 1.6.1 (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 7.11 hereof, the any Senior Secured Net Leverage Ratio test, any Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been mettest and/or any Consolidated Interest Coverage Ratio test) and/or any cap expressed as a percentage and/or based on the amount of Consolidated EBITDA or Total Assets or any other basket, (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) or the accuracy of representations and warranties as a condition to (A) the consummation of any Limited Condition Transaction or any transaction in connection with any acquisition or similar Investment therewith (including the assumption or incurrence of Indebtedness), ) and/or (B) the making of any Restricted Payment and/or (C) the making of or any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”)Borrower, (1) in the case of any acquisition Acquisition or similar InvestmentInvestment or other transaction described in the immediately preceding clause (A), at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition Acquisition or other Investment or (y) the consummation of such acquisition Acquisition or other Investment, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, after giving effect to the relevant acquisition or similar Acquisition, Investment, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that, solely with respect to any determination of compliance with clauses (iii) and (iv) in that if the definition of “Payment Conditions”, to the extent the Lead Borrower has made such an LCT Election for any Limited Condition Transactionelection, then, in connection with the determination of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the time of the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of (i) compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 7.11 hereof, the any Senior Secured Net Leverage Ratio test, any Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been metand/or any Consolidated Interest Coverage Ratio test) and/or any cap expressed as a percentage or based on the amount of Consolidated EBITDA and/or any other basket or Total Assets with respect (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) or the accuracy of representations and warranties, in each case as a condition to the consummation of any transaction in connection with (A) any Limited Condition Transaction (including the assumption or incurrence of Indebtedness or Liens, or Indebtedness) and/or (B) the making of any Restricted Payments Payment or Restricted Debt Payments Payment in each of the foregoing cases on or following the relevant LCT Test Date date of such election and prior to (x) in the case of clause (A) of this proviso, the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated and (y) in the case of clause (B) of this proviso, the making of the applicable Restricted Payment or expires without consummation of Restricted Debt Payment, each such determination shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction, compliance with any such financial ratio Restricted Payment or test and/or the amount of EBITDA or Total Assets shall be tested by calculating the availability under such financial ratio or test and/or the amount of EBITDA or Total Assets, as applicable, on a Restricted Debt Payment and other pro forma basis assuming such Limited Condition Transaction and any other transactions events in connection therewith have been consummated (including any incurrence of Indebtedness and Indebtedness) have been consummated. For the use avoidance of proceeds thereof). 1.6.2 Notwithstanding doubt, notwithstanding anything to the contrary in this Section 1.04, the requirements of Section 5.02 are required to be satisfied in connection with any extension of credit except as expressly provided herein. (b) For purposes of determining the permissibility of any action, with respect to change, transaction or event that requires a calculation of any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 7.11 hereof, any Fixed Charge Consolidated Interest Coverage Ratio, Senior Secured Net Leverage Ratio test and/or any Total Net Leverage Ratio testtest and/or the amount of Consolidated EBITDA), the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test shall be calculated at the time such action is taken (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been metsubject to clause (a) (any such amounts, the “Incurrence-Based Amounts”above), it such change is understood made, such transaction is consummated or such event occurs, as the case may be, and agreed that the Fixed Amounts no Default or Event of Default shall be disregarded deemed to have occurred solely as a result of a change in the calculation of the such financial ratio or test applicable to the Incurrence-Based Amountsoccurring after such calculation.

Certain Calculations and Tests. 1.6.1 (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 6.15(a) hereof, the Total Net any First Lien Leverage RatioRatio test, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been mettest, any Total Leverage Ratio test, any Interest Coverage Ratio test) and/or the amount any cap expressed as a percentage of Consolidated Adjusted EBITDA or Total Assets or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”)Top Borrower, (1) in the case of any acquisition or similar Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, after giving effect to the relevant acquisition or similar Investmentacquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that. (b) For purposes of determining the permissibility of any action, solely with respect to any determination change, transaction or event that requires a calculation of compliance with clauses (iii) and (iv) in the definition of “Payment Conditions”, to the extent the Lead Borrower has made an LCT Election for any Limited Condition Transaction, the determination of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the time of the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 6.15(a) hereof, the Total Net any First Lien Leverage RatioRatio test, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been met) test, any Total Leverage Ratio test and/or any Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets with respect to the incurrence of Indebtedness or LiensAssets), or the making of Restricted Payments or Restricted Debt Payments 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 definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating calculated at the availability under time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test and/or occurring after the amount of EBITDA time such action is taken, such change is made, such transaction is consummated or Total Assetssuch event occurs, as applicable, on a pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)case may be. 1.6.2 (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage RatioSection 6.15(a) hereof, any Total Net First Lien Leverage Ratio test, the Total Net any Secured Leverage Ratio test, any Total Leverage Ratio test and/or whether the Payment Conditions have been metany Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage RatioSection 6.15(a) hereof, any Total Net First Lien Leverage Ratio test, the Total Net any Secured Leverage Ratio test, any Total Leverage Ratio test and/or whether the Payment Conditions have been metany Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts.

Certain Calculations and Tests. 1.6.1 (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage Ratioany First Lien Leverage Ratio test, the Total Net Leverage Ratio, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been mettest, any Total Leverage Ratio test, any Interest Coverage Ratio test) and/or the amount any cap expressed as a percentage of Consolidated Adjusted EBITDA or Total Assets or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”)Top Borrower, (1) in the case of any acquisition or similar Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, after giving effect to the relevant acquisition or similar Investmentacquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that. (b) For purposes of determining the permissibility of any action, solely with respect to any determination change, transaction or event that requires a calculation of compliance with clauses (iii) and (iv) in the definition of “Payment Conditions”, to the extent the Lead Borrower has made an LCT Election for any Limited Condition Transaction, the determination of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the time of the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage Ratioany First Lien Leverage Ratio test, the Total Net Leverage Ratio, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been met) test, any Total Leverage Ratio test and/or any Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets with respect to the incurrence of Indebtedness or LiensAssets), or the making of Restricted Payments or Restricted Debt Payments 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 definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating calculated at the availability under time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test and/or occurring after the amount of EBITDA time such action is taken, such change is made, such transaction is consummated or Total Assetssuch event occurs, as applicable, on a pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)case may be. 1.6.2 (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net First Lien Leverage Ratio test, the Total Net any Secured Leverage Ratio test, any Total Leverage Ratio test and/or whether the Payment Conditions have been metany Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net First Lien Leverage Ratio test, the Total Net any Secured Leverage Ratio test, any Total Leverage Ratio test and/or whether the Payment Conditions have been metany Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts.

Certain Calculations and Tests. 1.6.1 (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (ix) compliance with any financial ratio or test (includingincluding Section 6.14(a) hereof, without limitationany First Lien Leverage Ratio test, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been met) and/or test, any Total Leverage Ratio test, the amount of EBITDA or Consolidated Total Assets or the amount of Consolidated Adjusted EBITDA or any cap expressed as a percentage of Consolidated Adjusted EBITDA) or (iiy) the absence of a Default or Event of Default (or any type of Default or Event of DefaultDefault but excluding any Event of Default under Sections 7.01(a), 7.01(f) (with respect to the Borrower) or 7.01(g) (with respect to the Borrower)) as a condition to to: (A) the making of any Investment or (B) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) Indebtedness or (C), a “Limited Condition Transaction”Liens in connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”), (1) in the case of any acquisition or similar InvestmentBorrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the execution of the definitive agreement with respect to such acquisition or Investment or (yII) the consummation of such acquisition or Investment, in each case, after giving effect to the relevant Investment or other transaction and any related Indebtedness or Liens on a Pro Forma Basis, (2ii) in the case making of any Restricted Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the declaration of such Restricted Payment; provided that such Restricted Payment shall be made within 60 days of such declaration or (yII) the making of such Restricted Payment, in each case, after giving effect to the relevant Restricted Payment and on a Pro Forma Basis, and (3iii) in the case making of any Restricted Debt Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the delivery of an irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment of redemption or repayment or (yII) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, after giving effect to the relevant acquisition or similar Investment, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that. (b) Notwithstanding the foregoing, solely with respect to any determination of compliance with clauses (iii) and (iv) in if the definition of “Payment Conditions”, to the extent the Lead Borrower has made an LCT Election for any Limited Condition Transaction, the determination of such compliance that is a condition election to the consummation or making of such Limited Condition Transaction shall be tested test at the time of: (i) the execution of the definitive agreement with respect to an Investment or the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transactiontransaction in connection with any Investment, then then, in connection with any subsequent determination calculation of compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been met) and/or the amount of EBITDA or Total Assets with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments or Restricted Debt Payments on or following the relevant LCT Test Date determination date, and prior to the earlier of (x) the date on which such Limited Condition Transaction Investment is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction Investment is terminated or expires without consummation of such Limited Condition TransactionInvestment, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating the availability under such financial ratio or test and/or the amount of EBITDA or Total Assets, as applicable, calculated on (A) a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and Investment or any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness Indebtedness, Liens and the use of proceeds thereof)) has been consummated, and also on (B) a standalone basis without giving effect to such Investment and any such transactions in connection therewith; (ii) the declaration of a Restricted Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date, and prior to the earlier of (x) the making of such Restricted Payment and (y) the date that is 60 days after the declaration of such Restricted Payment, any such ratio or test shall be calculated on a Pro Forma Basis assuming such Restricted Payment has been consummated, and/or (iii) the delivery of an irrevocable notice of redemption or repayment (which may be conditional) in respect of a Restricted Debt Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date and prior to the date on which such Restricted Debt Payment is made, any such ratio or test shall be calculated on (A) a Pro Forma Basis assuming such Restricted Debt Payment has been consummated and also on (B) standalone basis without giving effect to such Restricted Debt Payment. 1.6.2 (c) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including Section 6.14(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test, the amount of Consolidated Total Assets or the amount of Consolidated Adjusted EBITDA), such financial ratio or test shall be calculated as set forth in clause (a) above (if applicable), or at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the relevant time set forth in clause (a) above (if applicable) or the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (d) Notwithstanding anything to the contrary herein, with respect to any amounts incurred Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or transactions Affiliate transaction incurred, entered into (or consummated) , as applicable, in reliance on a provision of this Agreement under a limitation or restrictive covenant that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or transactions Affiliate transaction incurred, entered into (or consummated) consummated in reliance on a provision of this Agreement in the same limitation or restrictive covenant that requires compliance with a any such financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio testincluding the financial covenant in Section 6.14(a), the Total Net Leverage Ratio, the Secured Leverage Ratio, the First Lien Leverage Ratio and/or whether and the Payment Conditions have been metamount of Consolidated Total Assets and Consolidated Adjusted EBITDA) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) the Incurrence-Based Amounts shall first be calculated without giving effect to any Fixed Amounts being relied upon for any portion of such incurrence or transactions and (ii) thereafter, the incurrence of the portion of such amounts or other applicable transaction to be entered into in reliance on any Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amountscalculated.

Certain Calculations and Tests. 1.6.1 (a) Notwithstanding anything to the contrary hereinherein (including in connection with any calculation made on a Pro Forma Basis), to the extent that if the terms of this Agreement require (i1) compliance with any financial ratio or financial test (including, without limitation, the any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been mettest) and/or the amount any cap expressed as a percentage of EBITDA Consolidated Total Assets, Consolidated Net Income or Total Assets Consolidated Adjusted EBITDA, (2) accuracy of any representation or (ii) warranty and/or the absence of a Default or Event of Default (or any type of Default default or Event event of Defaultdefault) or (3) compliance with any basket, as a condition to (Aa) the consummation of any transaction (including in connection with any acquisition or similar Investment (including other Investment, the assumption or incurrence of Indebtedness, any HPC Separation or any HPC Separation Reorganization Transaction), (Bb) the making of any Restricted Payment and/or (Cc) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”)Borrower, (1i) in the case of any acquisition or similar other Investment, any Disposition, any HPC Separation or any HPC Separation Reorganization Transaction and any transaction related to any of the foregoing, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition acquisition, Investment, Disposition, HPC Separation or Investment HPC Separation Reorganization Transaction (or, solely in connection with an acquisition, consolidation or business combination to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer is made) or the establishment of a commitment with respect to such Indebtedness or (y) the consummation of such acquisition or acquisition, Investment, Disposition, HPC Separation or HPC Separation Reorganization Transaction, (2ii) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3iii) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, after giving effect to the relevant acquisition or similar Investmentacquisition, Restricted Payment and/or Restricted Debt Payment or other transaction on a Pro Forma Basis; provided thatBasis (including, in each case, giving effect to the relevant transaction, any relevant Indebtedness (including the intended use of proceeds thereof)) and, at the election of the Lead Borrower, giving pro forma effect to other prospective “limited conditionality” acquisitions or other Investments for which definitive agreements have been executed, and no Default or Event of Default shall be deemed to have occurred solely with respect to as a result of an adverse change in such financial ratio or test occurring after the time such election is made (but any determination of compliance with clauses (iii) and (iv) subsequent improvement in the definition applicable financial ratio or test may be utilized by Holdings or any Restricted Subsidiary). For the avoidance of “Payment Conditions”doubt, to the extent if the Lead Borrower has made an LCT Election for shall have elected the option set forth in clause (x) of any Limited Condition Transaction, the determination of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the time of the consummation preceding clauses (1), (2) or making (3) in respect of such Limited Condition Transaction regardless of whether any transaction, then the Lead Borrower has chosen shall be permitted to consummate such transaction even if any applicable test or condition shall cease to be satisfied subsequent to Holdings’ election of such option. The provisions of this paragraph (a) shall also apply in respect of the earlier LCT Test Date. If incurrence of any Incremental Facility. (b) For purposes of determining the Lead Borrower has made an LCT Election for permissibility of any Limited Condition Transactionaction, then in connection with any subsequent determination change, transaction or event that requires a calculation of compliance with any financial ratio or test (including, without limitation, the Section 6.15(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been met) test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets with respect to the incurrence of Indebtedness or LiensAssets), or the making of Restricted Payments or Restricted Debt Payments 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 definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating calculated at the availability under time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test and/or occurring after the amount of EBITDA time such action is taken, such change is made, such transaction is consummated or Total Assetssuch event occurs, as applicable, on a pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)case may be. 1.6.2 (c) Notwithstanding anything to the contrary herein, unless the Lead Borrower otherwise notifies the Administrative Agent, with respect to any amounts amount incurred under any Revolving Facility or transactions entered into any other (d) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or consummateda dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02. (e) For purposes of determining compliance with Section 6.01 or Section 6.02, if any Indebtedness or Lien is incurred in reliance on a provision basket measured by reference to a percentage of this Agreement that Consolidated Adjusted EBITDA, and any refinancing or replacement thereof would cause the percentage of Consolidated Adjusted EBITDA to be exceeded if calculated based on the Consolidated Adjusted EBITDA on the date of such refinancing or replacement, such percentage of Consolidated Adjusted EBITDA will be deemed not to be exceeded so long as the principal amount of such refinancing or replacement Indebtedness or other obligation does not require exceed an amount sufficient to repay the principal amount of such Indebtedness or other obligation being refinanced or replaced, except by an amount equal to (x) unpaid accrued interest, penalties and premiums (including tender, prepayment or repayment premiums) thereon plus underwriting discounts and other customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payment) incurred in connection with such refinancing or replacement, (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 6.01. (f) For purposes of determining compliance at any time with Sections 6.01, 6.02, 6.04, 6.05, 6.06, 6.07 and 6.09, in the event that any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or Affiliate transaction or portion thereof, as applicable, at any time meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Sections 6.01 (other than Section 6.01(a) (in the case of Indebtedness incurred on the Closing Date)), 6.02 (other than Sections 6.02(a) and (t)), 6.04, 6.05, 6.06, 6.07 and 6.09 (each of the foregoing, a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test“Reclassifiable Item”), the Total Net Secured Leverage Ratio and/or whether Lead Borrower, in its sole discretion, may, from time to time, divide, classify or reclassify such Reclassifiable Item (or portion thereof) under one or more clauses of each such Section and will only be required to include such Reclassifiable Item (or portion thereof) in any one category; provided that, upon delivery of any financial statements pursuant to Section 5.01(a) or (b) following the Payment Conditions initial incurrence or making of any such Reclassifiable Item, if such Reclassifiable Item could, based on such financial statements, have been met) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) made in reliance on a Section 6.01(z) (in the case of Indebtedness and Liens) or any “ratio-based” basket or exception (in the case of all other Reclassifiable Items), such Reclassifiable Item shall automatically be reclassified as having been incurred or made under the applicable provisions of Section 6.01(z) or such “ratio-based” basket or exception, as applicable (in each case, subject to any other applicable provision of this Agreement that requires compliance with a financial ratio Section 6.01(z) or test (includingsuch “ratio-based” basket or exception, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amounts, the “Incurrence-Based Amounts”as applicable), it . It is understood and agreed that the Fixed Amounts shall any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition and/or Affiliate transaction need not be disregarded permitted solely by reference to one category of permitted Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition and/or Affiliate transaction under Sections 6.01, 6.02, 6.04, 6.05, 6.06, 6.07 or 6.09, respectively, but may instead be permitted in the calculation of the financial ratio part under any combination thereof or test applicable to the Incurrence-Based Amountsunder any other available exception.

Certain Calculations and Tests. 1.6.1 (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 6.15(a) hereof, the Total Net Leverage Ratio, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been mettest, any Total Leverage Ratio test, any Interest Coverage Ratio test) and/or the amount any cap expressed as a percentage of Consolidated Adjusted EBITDA or Total Assets or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”)Top Borrower, (1) in the case of any acquisition or similar Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, after giving effect to the relevant acquisition or similar Investmentacquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that. (b) For purposes of determining the permissibility of any action, solely with respect to any determination change, transaction or event that requires a calculation of compliance with clauses (iii) and (iv) in the definition of “Payment Conditions”, to the extent the Lead Borrower has made an LCT Election for any Limited Condition Transaction, the determination of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the time of the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 6.15(a) hereof, the Total Net Leverage Ratio, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been met) test, any Total Leverage Ratio test and/or any Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets with respect to the incurrence of Indebtedness or LiensAssets), or the making of Restricted Payments or Restricted Debt Payments 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 definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating calculated at the availability under time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test and/or occurring after the amount of EBITDA time such action is taken, such change is made, such transaction is consummated or Total Assetssuch event occurs, as applicable, on a pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)case may be. 1.6.2 (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage RatioSection 6.15(a) hereof, any Total Net Secured Leverage Ratio test, the any Total Net Secured Leverage Ratio test and/or whether the Payment Conditions have been metany Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage RatioSection 6.15(a) hereof, any Total Net Secured Leverage Ratio test, the any Total Net Secured Leverage Ratio test and/or whether the Payment Conditions have been metany Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Top Borrower dated such date prepared in accordance with GAAP. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness (to the extent such Indebtedness is otherwise permitted to be incurred), amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. 1.6.1 (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the any Senior Secured Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test or any Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been mettest) and/or the amount of Consolidated Adjusted EBITDA or any cap expressed as a percentage of Consolidated Total Assets or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness)Investment, (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (including in each case of clauses (A), (B) and (C), the related assumption or incurrence of Indebtedness) (such action pursuant to clause clauses (A), (B) or (C), a “Limited Condition Transaction”), the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Parent Borrower (a “LCT Election”), (1) in the case of any acquisition or similar InvestmentInvestment or related incurrence or assumption of Indebtedness, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) ), either (x) the execution of the definitive agreement with respect to such acquisition or Investment Investment, or incurrence or assumption of Indebtedness or (y) the consummation of such acquisition or Investment, or incurrence or assumption of Indebtedness, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), in each case, after giving effect to the relevant acquisition or similar Investmentacquisition, Indebtedness, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that, solely with respect to any determination of compliance with clauses (iii) and (iv) in . If the definition of “Payment Conditions”, to the extent the Lead Parent Borrower has made an LCT Election for any Limited Condition Transaction, the determination of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the time of the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been met) and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments or Restricted Debt Payments 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 definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets shall be tested by calculating the availability under such financial ratio or test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets, as applicable, on a pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). 1.6.2 (b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, any Senior Secured Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Senior Secured Leverage Ratio test, the Total Net any Secured Leverage Ratio test and/or whether the Payment Conditions have been metany Total Leverage Ratio test and/or any Fixed Charge Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Senior Secured Leverage Ratio test, the Total Net any Secured Leverage Ratio test and/or whether the Payment Conditions have been metany Total Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts; however, for the avoidance of doubt, substantially concurrent incurrence of Indebtedness and Liens in reliance upon Fixed Amounts shall not be disregarded for purposes of testing compliance with the Total Leverage Ratio or the Fixed Charge Coverage Ratio under Section 6.04 and Section 6.06.

Certain Calculations and Tests. 1.6.1 Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been met) and/or the amount of EBITDA or Total Assets or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”), the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”), (1) in the case of any acquisition or similar Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), in each case, after giving effect to the relevant acquisition or similar Investment, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that, solely with respect to any determination of compliance with clauses (iii) and (iv) in the definition of “Payment Conditions”, to the extent the Lead Borrower has made an LCT Election for any Limited Condition Transaction, the determination of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the time of the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been met) and/or the amount of EBITDA or Total Assets with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments or Restricted Debt Payments 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 definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating the availability under such financial ratio or test and/or the amount of EBITDA or Total Assets, as applicable, on a pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof). 1.6.2 Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts.

Certain Calculations and Tests. 1.6.1 (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (including any such requirement that is to be determined on a Pro Forma Basis) (i) compliance with any financial ratio or test (including, without limitation, including the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net Secured Financial Covenant or any Leverage Ratio or whether the Payment Conditions have been mettest) and/or the amount any cap expressed as a percentage of Consolidated EBITDA or Consolidated Total Assets or (ii) the absence of a any Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction Acquisition or other Investment or (B) the consummation of any Disposition (or, in each case, the consummation of any related transaction, including any assumption or incurrence (including, in connection with any acquisition Acquisition or similar Investment (including the assumption or Investment, incurrence of Indebtedness), (Bany related Indebtedness prior to the consummation of such Acquisition or Investment) the making of any Restricted Payment and/or Indebtedness in connection therewith (C) other than the making incurrence of any Restricted Debt Payment (such action pursuant to clause (ALoans hereunder), (B) or (C), a “Limited Condition Transaction”), the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”)Company, (1) in the case of any acquisition Acquisition or similar other Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition Acquisition or Investment (or, in the case of any Acquisition or Investment made pursuant to a tender or similar offer, at the time of the commencement of such offer) or (y) the consummation of such acquisition Acquisition or Investment, Investment and (2) in the case of any Restricted PaymentDisposition, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the declaration execution of the definitive agreement with respect to such Restricted Payment Disposition or (y) the making consummation of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Disposition, in each case, after giving effect to the relevant acquisition or similar Investment, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided thatBasis to (I) the relevant Acquisition, solely with respect to Investment or Disposition and any determination of compliance with clauses (iii) related transaction and (ivII) in at the definition election of “Payment Conditions”the Company, to the extent a definitive agreement with respect to such other Acquisition or Investment has been executed (or, in the Lead Borrower case of any Acquisition or Investment made pursuant to a tender or similar offer, to the extent such offer has made an LCT Election for been commenced) (which Acquisition or Investment has not yet been consummated and with respect to which such definitive agreement, tender or similar offer or notice has not terminated), any Limited Condition Transactionother Acquisition or Investment that the Company has elected to be tested as set forth in this clause (a) (and, in each case, the determination related transactions). (b) For purposes of such compliance determining the permissibility of any action, change, transaction or event that is requires a condition to the consummation or making calculation of such Limited Condition Transaction shall be tested at the time of the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (includingincluding the Financial Covenant, without limitation, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net Secured any Leverage Ratio or whether the Payment Conditions have been met) test and/or the amount of Consolidated EBITDA or Consolidated Total Assets with respect to the incurrence of Indebtedness or LiensAssets), or the making of Restricted Payments or Restricted Debt Payments 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 definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating calculated at the availability under time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be (or, in each case, such other time as is applicable thereto pursuant to paragraph (a) of this Section), and no Default or Event of Default shall be deemed to have occurred solely as a result of a subsequent change in such financial ratio or test and/or the amount of EBITDA or Total Assets, as applicable, on a pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)test. 1.6.2 (c) Notwithstanding anything to the contrary herein, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision particular clause of this Agreement Section 6.01 that does not require compliance with a financial ratio (including the Financial Covenant or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amountsamount, the a “Fixed AmountsAmount”) substantially concurrently with any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision clause of this Agreement Section 6.01 that requires compliance with a financial ratio (including the Financial Covenant or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that the Fixed Amounts (even if part of the same transaction or the same tranche, as any Incurrence-Based Amount) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amount, but giving full pro forma effect to any increase in the amount of Consolidated EBITDA or Consolidated Total Assets (including the Unrestricted Cash) resulting from the applicable transaction consummated in reliance on, or with the use of proceeds of, the Fixed Amounts. The Company may elect, in its sole discretion, that any such amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Fixed Amounts or Incurrence-Based Amounts. It is further agreed that in connection with the calculation of any financial ratio applicable to any incurrence or assumption of Indebtedness in reliance on any Incurrence-Based Amount, such calculation shall be made on a Pro Forma Basis for the incurrence of such Indebtedness (including any acquisition consummated concurrently therewith and any other application of the proceeds thereof), but without netting the cash proceeds of such Indebtedness, and assuming a full drawing of any undrawn committed amounts of such Indebtedness. (d) It is understood and agreed that any Indebtedness, Lien, Disposition, Sale/Leaseback Transaction, Restricted Payment or Investment need not be permitted solely by reference to one clause or subclause of Section 6.01, 6.02, 6.04, 6.05, 6.06 or 6.07, respectively, but may instead be permitted in part under any combination of clauses or subclauses of such Section, all as classified or, to the extent such alternative classification would have been permitted at the time of the relevant action, reclassified by the Company in its sole discretion at any time and from time to time, and shall constitute a usage of any availability under such clause or subclause only to the extent so classified or reclassified thereto; provided that the Senior Notes may only be permitted under Section 6.01(b)(ii) and may not be reclassified to any other clause of Section 6.01(b). In addition, for purposes of determining compliance at any time with Section 6.01, the Company may, at any time and from time to time in its sole discretion, reclassify (or deem such reclassification to have occurred automatically) any Indebtedness (or a portion thereof) previously incurred, made or otherwise undertaken under any basket other than a “ratio-based” basket as having been incurred, made or otherwise undertaken under any applicable “ratio-based” basket set forth in such Section if such item (or such portion thereof) would, using the figures as of the end of or for any Test Period ended after the date of such incurrence, making or other undertaking, be permitted under the applicable “ratio-based” basket, provided that Indebtedness incurred under Section 6.01(b)(ii) or 6.01(b)(vii) may not be reclassified to any other clause of Section 6.01(b). In addition, in the case of any clause or subclause of Section 6.01 or 6.02 that requires a calculation of any such financial ratio or test, to the extent the committed amount of any Indebtedness has been tested, such committed amount may, at the election of the Company, thereafter be borrowed and, in the case of commitments of a revolving nature, reborrowed in whole or in part, from time to time, without any further testing under Section 6.01 or Section 6.02, it being understood, however, that for purposes of any subsequent determination of compliance with such financial ratio or test, such Indebtedness shall, solely to the extent of the reliance at such time on this sentence with respect to such committed amount, be deemed to be outstanding. (e) For purposes of determining compliance with this Agreement, the accrual of interest, the accrual of dividends, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency shall not be deemed to be an incurrence of Indebtedness and, to the extent secured, shall not be deemed to result in an increase of the obligations so secured or to be a grant of a Lien securing any such obligation.

Certain Calculations and Tests. 1.6.1 (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 6.15(a) hereof, the Total Net any First Lien Leverage RatioRatio test, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been mettest, any Total Leverage Ratio test and/or any Interest Coverage Ratio test) and/or the amount any cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar InvestmentInvestment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) solely with respect to any Limited Conditionality Acquisition, the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 60 days following the date of declaration) or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, after giving effect effect, on a Pro forma Basis, to (I) the relevant acquisition or similar acquisition, Investment, Restricted Payment and/or Payment, Restricted Debt Payment on a Pro Forma Basis; provided that, solely and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) to the extent definitive documents in respect thereof have been executed or the declaration of any Restricted Payment has been made or delivery of notice with respect to a Restricted Debt Payment has been given (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any determination additional acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of compliance with clauses (iiiproceeds thereof) and (iv) in that the definition of “Payment Conditions”, to the extent the Lead Borrower has made an LCT Election for elected to treat in accordance with this clause (a). (b) For purposes of determining the permissibility of any Limited Condition Transactionaction, the determination change, transaction or event that requires a calculation of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the time of the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 6.15(a) hereof, the Total Net any First Lien Leverage RatioRatio test, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been met) test, any Total Leverage Ratio test and/or any Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets with respect to the incurrence of Indebtedness or LiensAssets), or the making of Restricted Payments or Restricted Debt Payments 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 definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating calculated at the availability under time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test and/or occurring after the amount of EBITDA time such action is taken, such change is made, such transaction is consummated or Total Assetssuch event occurs, as applicable, on a pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)case may be. 1.6.2 (c) Notwithstanding anything to the contrary herein, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement (including Section 6.01(x) and/or Section 6.01(z), in each case, as it relates to the incurrence of any “fixed” or similar amount available under any Second Lien Facility) that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net First Lien Leverage Ratio test, the Total Net any Secured Leverage Ratio test, any Total Leverage Ratio test and/or whether the Payment Conditions have been metany Interest Coverage Ratio test) (any such amountsamount, the a “Fixed AmountsAmount”) substantially concurrently with any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement (including Section 6.01(x) and/or Section 6.01(z), as it relates to the incurrence of any “incurrence-based” or similar amount available under any Second Lien Facility) that requires compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage RatioSection 6.15(a) hereof, any Total Net First Lien Leverage Ratio test, the Total Net any Secured Leverage Ratio test, any Total Leverage Ratio test and/or whether the Payment Conditions have been metany Interest Coverage Ratio test) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that the any Fixed Amounts Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based AmountsAmount, except that (i) pro forma effect shall be given to any increase or decrease in Consolidated Adjusted EBITDA and/or the Unrestricted Cash Amount resulting from the entire transaction and (ii) the relevant Fixed Amount shall be taken into account for purposes of determining any Incurrence-Based Amount other than the relevant Incurrence-Based Amount set forth in Section 6.01 and/or Section 6.02. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance with GAAP. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. 1.6.1 (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 6.11 hereof, the any Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been mettest, any Consolidated Interest Coverage Ratio test and/or Liquidity Ratio test) and/or any cap expressed as a percentage and/or based on the amount of Consolidated Adjusted EBITDA or Total Assets or any other basket, (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) or the accuracy of representations and warranties as a condition to (A) the consummation of any Limited Condition Transaction or any transaction in connection with any acquisition or similar Investment therewith (including the assumption or incurrence of Indebtedness), ) and/or (B) the making of any Restricted Payment and/or (C) the making of or any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”)Borrower, (1) in the case of any acquisition Acquisition or similar InvestmentInvestment or other transaction described in the immediately preceding clause (A), at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition Acquisition or other Investment or (y) the consummation of such acquisition Acquisition or other Investment, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, after giving effect to the relevant acquisition or similar Acquisition, Investment, Restricted Payment and/or Restricted Debt Payment and, in each case, the incurrence or assumption of any Indebtedness in connection therewith, on a Pro Forma Basis; provided that, solely with respect to any determination of compliance with clauses (iii) and (iv) in that if the definition of “Payment Conditions”, to the extent the Lead Borrower has made such an LCT Election for any Limited Condition Transactionelection, then, in connection with the determination of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the time of the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of (i) compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 6.11 hereof, the any Total Net Leverage Ratio, the Total Net Secured Leverage any Consolidated Interest Coverage Ratio or whether the Payment Conditions have been mettest and/or any Liquidity Ratio test) and/or any cap expressed as a percentage or based on the amount of Consolidated Adjusted EBITDA and/or any other basket or Total Assets with respect (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) or the accuracy of representations and warranties, in each case as a condition to the consummation of any transaction in connection with (A) any Limited Condition Transaction (including the assumption or incurrence of Indebtedness or Liens, or Indebtedness) and/or (B) the making of any Restricted Payments Payment or Restricted Debt Payments Payment in each of the foregoing cases on or following the relevant LCT Test Date date of such election and prior to (x) in the case of clause (A) of this proviso, the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated and (y) in the case of clause (B) of this proviso, the making of the applicable Restricted Payment or expires without consummation of Restricted Debt Payment, each such determination shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction, compliance with any such financial ratio Restricted Payment or test and/or the amount of EBITDA or Total Assets shall be tested by calculating the availability under such financial ratio or test and/or the amount of EBITDA or Total Assets, as applicable, on a Restricted Debt Payment and other pro forma basis assuming such Limited Condition Transaction and any other transactions events in connection therewith have been consummated (including any incurrence of Indebtedness and Indebtedness) have been consummated. For the use avoidance of proceeds thereof). 1.6.2 Notwithstanding doubt, notwithstanding anything to the contrary in this Section 1.04, the requirements of Section 4.02 are required to be satisfied in connection with any extension of credit except as expressly provided herein. (b) For purposes of determining the permissibility of any action, with respect to change, transaction or event that requires a calculation of any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.11 hereof, any Fixed Charge Consolidated Interest Coverage Ratio, any Total Net Leverage Ratio testtest and/or any Liquidity Ratio test and/or the amount of Consolidated Adjusted EBITDA), the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test shall be calculated at the time such action is taken (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been metsubject to clause (a) (any such amounts, the “Incurrence-Based Amounts”above), it such change is understood made, such transaction is consummated or such event occurs, as the case may be, and agreed that the Fixed Amounts no Default or Event of Default shall be disregarded deemed to have occurred solely as a result of a change in the calculation of the such financial ratio or test applicable to the Incurrence-Based Amountsoccurring after such calculation.

Certain Calculations and Tests. 1.6.1 Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage Ratioany First Lien Leverage Ratio test, the Total Net Leverage Ratio, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been mettest, any Total Leverage Ratio test and/or any Interest Coverage Ratio test) and/or the amount any cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets or Assets, (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) the accuracy of any representations and warranties as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of IndebtednessIndebtedness and Liens and any other transaction in connection therewith), (B) the making of any Restricted Payment (including the assumption or incurrence of Indebtedness and Liens and any other transaction in connection therewith) and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) including the assumption or (C), a “Limited Condition Transaction”incurrence of Indebtedness and Liens and any other transaction in connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar InvestmentInvestment (including the assumption or incurrence of Indebtedness and Liens and any other transaction in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted PaymentPayment (including the incurrence of any Indebtedness and Liens and any other transaction in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPayment (including the incurrence of any Indebtedness and Liens and any other transaction in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment, in each case, after giving effect, on a Pro Forma Basis, to (I) the relevant acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the applicable date pursuant intended use of proceeds thereof) and Liens and (II) to the extent definitive documents in respect thereof have been executed or the declaration of any Restricted Payment has been made or delivery of notice with respect to a Restricted Debt Payment has been given (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any additional acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and Liens that the Borrower has elected to treat in accordance with this clause (a). For the avoidance of doubt, if the Borrower has elected the option set forth in clause (x) of any of the preceding clauses (1), (2) or (3)) in respect of any transaction, as applicable, then the “LCT Test Date”), in each case, after giving effect Borrower shall be permitted to consummate such transaction (and such related transactions) even if any applicable test ceases to be satisfied subsequent to the relevant acquisition or similar Investment, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that, solely with respect to any determination of compliance with clauses (iii) and (iv) in the definition of “Payment Conditions”, to the extent the Lead Borrower has made an LCT Election for any Limited Condition Transaction, the determination Borrower’s election of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the time of the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been met) and/or the amount of EBITDA or Total Assets with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments or Restricted Debt Payments 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 definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating the availability under such financial ratio or test and/or the amount of EBITDA or Total Assets, as applicable, on a pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)option. 1.6.2 Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts.

Certain Calculations and Tests. 1.6.1 (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 6.15(a), the Total Net Leverage Ratio, the Total Net any Senior Secured Leverage Ratio or whether the Payment Conditions have been mettest, any Secured Leverage Ratio test, any Total Leverage Ratio test, any Interest Coverage Ratio test) and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, after giving effect to the relevant acquisition or similar Investmentacquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that. (b) For purposes of determining the permissibility of any action, solely with respect to any determination change, transaction or event that requires a calculation of compliance with clauses (iii) and (iv) in the definition of “Payment Conditions”, to the extent the Lead Borrower has made an LCT Election for any Limited Condition Transaction, the determination of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the time of the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 6.15(a), the Total Net Leverage Ratio, the Total Net any Senior Secured Leverage Ratio or whether the Payment Conditions have been met) test, any Secured Leverage Ratio test, any Total Leverage Ratio test and/or any Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets with respect to the incurrence of Indebtedness or LiensAssets), or the making of Restricted Payments or Restricted Debt Payments 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 definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating calculated at the availability under time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test and/or occurring after the amount of EBITDA time such action is taken, such change is made, such transaction is consummated or Total Assetssuch event occurs, as applicable, on a pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)case may be. 1.6.2 (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage RatioSection 6.15(a), any Total Net Senior Secured Leverage Ratio test, the Total Net any Secured Leverage Ratio test, any Total Leverage Ratio test and/or whether the Payment Conditions have been metany Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage RatioSection 6.15(a), any Total Net Senior Secured Leverage Ratio test, the Total Net any Secured Leverage Ratio test, any Total Leverage Ratio test and/or whether the Payment Conditions have been metany Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts.

Certain Calculations and Tests. 1.6.1 Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 7.11 hereof, the any Senior Secured Leverage Ratio test, any Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been mettest and/or any Consolidated Interest Coverage Ratio test) and/or any cap expressed as a percentage and/or based on the amount of Consolidated EBITDA or Total Assets or any other basket, (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) or the accuracy of representations and warranties as a condition to (A) the consummation of any Limited Condition Transaction or any transaction in connection with any acquisition or similar Investment therewith (including the assumption or incurrence of Indebtedness), ) and/or (B) the making of any Restricted Payment and/or (C) the making of or any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”)Borrower, (1) in the case of any acquisition Acquisition or similar InvestmentInvestment or other transaction described in the immediately preceding clause (A), at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition Acquisition or other Investment or (y) the consummation of such acquisition Acquisition or other Investment, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, after giving effect to the relevant acquisition or similar Acquisition, Investment, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that, solely with respect to any determination of compliance with clauses (iii) and (iv) in that if the definition of “Payment Conditions”, to the extent the Lead Borrower has made such an LCT Election for any Limited Condition Transactionelection, then, in connection with the determination of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the time of the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of (i) compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 7.11 hereof, the any Senior Secured Leverage Ratio test, any Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been metand/or any Consolidated Interest Coverage Ratio test) and/or any cap expressed as a percentage or based on the amount of Consolidated EBITDA and/or any other basket or Total Assets with respect (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) or the accuracy of representations and warranties, in each case as a condition to the consummation of any transaction in connection with (A) any Limited Condition Transaction (including the assumption or incurrence of Indebtedness or Liens, or Indebtedness) and/or (B) the making of any Restricted Payments Payment or Restricted Debt Payments Payment in each of the foregoing cases on or following the relevant LCT Test Date date of such election and prior to (x) in the case of clause (A) of this proviso, the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated and (y) in the case of clause (B) of this proviso, the making of the applicable Restricted Payment or expires without consummation of Restricted Debt Payment, each such determination shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction, compliance with any such financial ratio Restricted Payment or test and/or the amount of EBITDA or Total Assets shall be tested by calculating the availability under such financial ratio or test and/or the amount of EBITDA or Total Assets, as applicable, on a Restricted Debt Payment and other pro forma basis assuming such Limited Condition Transaction and any other transactions events in connection therewith have been consummated (including any incurrence of Indebtedness and Indebtedness) have been consummated. For the use avoidance of proceeds thereof). 1.6.2 Notwithstanding doubt, notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio testSection 1.04, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amounts, the “Fixed Amounts”) substantially concurrently requirements of Section 5.02 are required to be satisfied in connection with any amounts incurred or transactions entered into (or consummated) in reliance on a provision extension of this Agreement that requires compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amountscredit except as expressly provided herein.

Certain Calculations and Tests. 1.6.1 (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitationSection 6.15(a), the any Fixed Charge Coverage RatioRatio test, the Total Net Leverage Ratio, the Total Net any Secured Leverage Ratio or whether the test, any Total Leverage Ratio test, any Payment Conditions have been metCondition and any Interest Coverage Ratio test) and/or the amount any cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets or and/or Specified Excess Availability and/or (ii) the absence of a Default, Specified Default or Event of Default (or any type of Default, Specified Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”)Representative, (1) in the case of any acquisition or similar Investmentinvestment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, after giving effect to the relevant acquisition or similar Investmenteffect, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that, solely to (I) the relevant acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) to the extent definitive documents in respect thereof have been executed or the declaration of any Restricted Payment or delivery of notice with respect to a Restricted Debt Payment (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any determination additional acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) that the Borrower Representative has elected to be determined as set forth in this clause (a); it being understood, for the avoidance of doubt, that solely for purposes of calculating compliance with clauses (iii) and (iv) in the definition of “Payment Conditions”, to the extent the Lead Borrower has made an LCT Election for any Limited Condition TransactionSection 6.15(a), the determination date of such compliance that is a condition to the consummation or making of such Limited Condition Transaction required calculation shall be tested at the time last day of the consummation Test Period, and no Subject Transaction occurring thereafter shall be taken into account). (b) For purposes of determining the permissibility of any action, change, transaction or making event that requires a calculation of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, the any Fixed Charge Coverage RatioRatio test, the Total Net Leverage Ratio, the Total Net any Secured Leverage Ratio or whether the test, any Total Leverage Ratio test, any Payment Conditions have been met) Condition and/or any Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets with respect to the incurrence of Indebtedness or Liensand/or Specified Excess Availability), or the making of Restricted Payments or Restricted Debt Payments 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 definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating calculated at the availability under time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test and/or the amount of EBITDA or Total Assets, as applicable, on a pro forma basis assuming occurring after such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)calculation. 1.6.2 (c) Notwithstanding anything to the contrary herein, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.15(a), any Fixed Charge Coverage Ratio, any Total Net Secured Leverage Ratio test, the any Total Net Secured Leverage Ratio test and/or whether the Payment Conditions have been metany Interest Coverage Ratio) (any such amountsamount, the a “Fixed AmountsAmount”) substantially concurrently with any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitationSection 6.15(a), any Fixed Charge Coverage RatioRatio test, any Total Net Secured Leverage Ratio test, the any Total Net Secured Leverage Ratio test and/or whether the Payment Conditions have been metany Interest Coverage Ratio) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that the any Fixed Amounts Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based AmountsAmount. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower Representative dated such date prepared in accordance with GAAP. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02. (f) Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower Representative are available (as determined in good faith by the Borrower Representative).

Certain Calculations and Tests. 1.6.1 (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (includingincluding any First Lien Leverage Ratio test, without limitation, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been mettest, any Total Leverage Ratio test and/or any Interest Coverage Ratio test) and/or the amount any cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar InvestmentInvestment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) solely with respect to any Limited Conditionality Acquisition, the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 60 days following the date of declaration) or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, after giving effect effect, on a Pro forma Basis, to (I) the relevant acquisition or similar acquisition, Investment, Restricted Payment and/or Payment, Restricted Debt Payment on a Pro Forma Basis; provided that, solely and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) to the extent definitive documents in respect thereof have been executed or the declaration of any Restricted Payment has been made or delivery of notice with respect to a Restricted Debt Payment has been given (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any determination additional acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of compliance with clauses (iiiproceeds thereof) and (iv) in that the definition of “Payment Conditions”, to the extent the Lead Borrower has made an LCT Election for elected to treat in accordance with this clause (a). (b) For purposes of determining the permissibility of any Limited Condition Transactionaction, the determination change, transaction or event that requires a calculation of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the time of the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage Ratioany First Lien Leverage Ratio test, the Total Net Leverage Ratio, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been met) test, any Total Leverage Ratio test and/or any Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets with respect to the incurrence of Indebtedness or LiensAssets), or the making of Restricted Payments or Restricted Debt Payments 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 definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating calculated at the availability under time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test and/or occurring after the amount of EBITDA time such action is taken, such change is made, such transaction is consummated or Total Assetssuch event occurs, as applicable, on a pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)case may be. 1.6.2 (c) Notwithstanding anything to the contrary herein, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement (including Section 6.01(x) and/or Section 6.01(z), in each case, as it relates to the incurrence of any “fixed” or similar amount available under any First Lien Facility) that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net First Lien Leverage Ratio test, the Total Net any Secured Leverage Ratio test, any Total Leverage Ratio test and/or whether the Payment Conditions have been metany Interest Coverage Ratio test) (any such amountsamount, the a “Fixed AmountsAmount”) substantially concurrently with any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement (including Section 6.01(x) and/or Section 6.01(z), as it relates to the incurrence of any “incurrence-based” or similar amount available under any Second Lien Facility) that requires compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net First Lien Leverage Ratio test, the Total Net any Secured Leverage Ratio test, any Total Leverage Ratio test and/or whether the Payment Conditions have been metany Interest Coverage Ratio test) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that the any Fixed Amounts Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based AmountsAmount, except that (i) pro forma effect shall be given to any increase or decrease in Consolidated Adjusted EBITDA and/or the Unrestricted Cash Amount resulting from the entire transaction and (ii) the relevant Fixed Amount shall be taken into account for purposes of determining any Incurrence-Based Amount other than the relevant Incurrence-Based Amount set forth in Section 6.01 and/or Section 6.02. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance with GAAP. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. 1.6.1 (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (includingincluding any First Lien Leverage Ratio test, without limitation, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been mettest, any Total Leverage Ratio test and any Interest Coverage Ratio test) and/or the amount any cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets or and/or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar Investmentinvestment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, after giving effect to the relevant acquisition or similar Investmenteffect, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that, solely to (I) the relevant acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) to the extent definitive documents in respect thereof have been executed or the declaration of any Restricted Payment or delivery of notice with respect to a Restricted Debt Payment (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any determination additional acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of compliance with clauses (iiiproceeds thereof) and (iv) in that the definition of “Payment Conditions”, to the extent the Lead Borrower has made an LCT Election for elected to be determined as set forth in this clause (a). (b) For purposes of determining the permissibility of any Limited Condition Transactionaction, the determination change, transaction or event that requires a calculation of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the time of the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage Ratioany First Lien Leverage Ratio test, the Total Net Leverage Ratio, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been met) test, any Total Leverage Ratio test and/or any Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets with respect to the incurrence of Indebtedness or LiensAssets), or the making of Restricted Payments or Restricted Debt Payments 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 definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating calculated at the availability under time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test and/or the amount of EBITDA or Total Assets, as applicable, on a pro forma basis assuming occurring after such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)calculation. 1.6.2 (c) Notwithstanding anything to the contrary herein, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement (including Section 6.01(x), as it relates to the incurrence of any “fixed” or similar amount available under any ABL Facility) that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net First Lien Leverage Ratio test, the Total Net any Secured Leverage Ratio test, any Total Leverage Ratio test and/or whether the Payment Conditions have been metany Interest Coverage Ratio or fixed charge coverage ratio test) (any such amountsamount, the a “Fixed AmountsAmount”) substantially concurrently with any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement (including Section 6.01(x), as it relates to the incurrence of any “incurrence- based” or similar amount available under any ABL Facility) that requires compliance with a financial ratio or test (including, without limitation, including any Fixed Charge Coverage Ratio, any Total Net First Lien Leverage Ratio test, the Total Net any Secured Leverage Ratio test, any Total Leverage Ratio test and/or whether the Payment Conditions have been metany Interest Coverage Ratio or fixed charge coverage ratio test) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that the (i) any Fixed Amounts Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based AmountsAmount and (ii) except as provided in clause (i), pro forma effect will be given to the entire transaction. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance with GAAP. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02. (f) Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower).

Certain Calculations and Tests. 1.6.1 (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (ix) compliance with any financial ratio or test (includingincluding Section 6.14(a) hereof, without limitationany First Lien Leverage Ratio test, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been met) and/or test, any Total Leverage Ratio test, the amount of EBITDA or Consolidated Total Assets or the amount of Consolidated Adjusted EBITDA or any cap expressed as a percentage of Consolidated Adjusted EBITDA) or (iiy) the absence of a Default or Event of Default (or any type of Default or Event of DefaultDefault but excluding any Event of Default under Sections 7.01(a), 7.01(f) (with respect to the Borrower) or 7.01(g) (with respect to the Borrower)) as a condition to to: (i) (A) the making of any Investment or (B) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) Indebtedness or (C), a “Limited Condition Transaction”Liens in connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”), (1) in the case of any acquisition or similar InvestmentBorrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the execution of the definitive agreement with respect to such acquisition or Investment or (yII) the consummation of such acquisition or Investment, in each case, after giving effect to the relevant Investment or other transaction and any related Indebtedness or Liens on a Pro Forma Basis, (2ii) in the case making of any Restricted Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the declaration of such Restricted Payment; provided that such Restricted Payment shall be made within 60 days of such declaration or (yII) the making of such Restricted Payment, in each case, after giving effect to the relevant Restricted Payment and on a Pro Forma Basis, and (3iii) in the case making of any Restricted Debt Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the delivery of an irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment of redemption or repayment or (yII) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, after giving effect to the relevant acquisition or similar Investment, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that. (b) Notwithstanding the foregoing, solely with respect to any determination of compliance with clauses (iii) and (iv) in if the definition of “Payment Conditions”, to the extent the Lead Borrower has made an LCT Election for any Limited Condition Transaction, the determination of such compliance that is a condition election to the consummation or making of such Limited Condition Transaction shall be tested test at the time of: (i) the execution of the definitive agreement with respect to an Investment or the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transactiontransaction in connection with any Investment, then then, in connection with any subsequent determination calculation of compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been met) and/or the amount of EBITDA or Total Assets with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments or Restricted Debt Payments on or following the relevant LCT Test Date determination date, and prior to the earlier of (x) the date on which such Limited Condition Transaction Investment is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction Investment is terminated or expires without consummation of such Limited Condition TransactionInvestment, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating the availability under such financial ratio or test and/or the amount of EBITDA or Total Assets, as applicable, calculated on (A) a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and Investment or any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness Indebtedness, Liens and the use of proceeds thereof)) has been consummated, and also on (B) a standalone basis without giving effect to such Investment and any such transactions in connection therewith; (ii) the declaration of a Restricted Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date, and prior to the earlier of (x) the making of such Restricted Payment and (y) the date that is 60 days after the declaration of such Restricted Payment, any such ratio or test shall be calculated on a Pro Forma Basis assuming such Restricted Payment has been consummated, and/or (iii) the delivery of an irrevocable notice of redemption or repayment (which may be conditional) in respect of a Restricted Debt Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date and prior to the date on which such Restricted Debt Payment is made, any such ratio or test shall be calculated on (A) a Pro Forma Basis assuming such Restricted Debt Payment has been consummated and also on (B) standalone basis without giving effect to such Restricted Debt Payment. 1.6.2 (c) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including Section 6.14(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test, the amount of Consolidated Total Assets or the amount of Consolidated Adjusted EBITDA), such financial ratio or test shall be calculated as set forth in clause (a) above (if applicable), or at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the relevant time set forth in clause (a) above (if applicable) or the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (d) Notwithstanding anything to the contrary herein, with respect to any amounts incurred Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or transactions Affiliate transaction incurred, entered into (or consummated) , as applicable, in reliance on a provision of this Agreement under a limitation or restrictive covenant that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or transactions Affiliate transaction incurred, entered into (or consummated) consummated in reliance on a provision of this Agreement in the same limitation or restrictive covenant that requires compliance with a any such financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio testincluding the financial covenant in Section 6.14(a), the Total Net Leverage Ratio, the Secured Leverage Ratio, the First Lien Leverage Ratio and/or whether and the Payment Conditions have been metamount of Consolidated Total Assets and Consolidated Adjusted EBITDA) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) the Incurrence-Based Amounts shall first be calculated without giving effect to any Fixed Amounts being relied upon for any portion of such incurrence or transactions and (ii) thereafter, the incurrence of the portion of such amounts or other applicable transaction to be entered into in reliance on any Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amountscalculated.

Certain Calculations and Tests. 1.6.1 Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 7.11 hereof, the any Senior Secured Net Leverage Ratio test, any Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been mettest and/or any Consolidated Interest Coverage Ratio test) and/or any cap expressed as a percentage and/or based on the amount of Consolidated EBITDA or Total Assets or any other basket, (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) or the accuracy of representations and warranties as a condition to (A) the consummation of any Limited Condition Transaction or any transaction in connection with any acquisition or similar Investment therewith (including the assumption or incurrence of Indebtedness), ) and/or (B) the making of any Restricted Payment and/or (C) the making of or any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”)Borrower, (1) in the case of any acquisition Acquisition or similar InvestmentInvestment or other transaction described in the immediately preceding clause (A), at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition Acquisition or other Investment or (y) the consummation of such acquisition Acquisition or other Investment, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Reference Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, after giving effect to the relevant acquisition or similar Acquisition, Investment, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that, solely with respect to any determination of compliance with clauses (iii) and (iv) in that if the definition of “Payment Conditions”, to the extent the Lead Borrower has made such an LCT Election for any Limited Condition Transactionelection, then, in connection with the determination of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the time of the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of (i) compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 7.11 hereof, the any Senior Secured Net Leverage Ratio test, any Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been metand/or any Consolidated Interest Coverage Ratio test) and/or any cap expressed as a percentage or based on the amount of Consolidated EBITDA and/or any other basket or Total Assets with respect (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) or the accuracy of representations and warranties, in each case as a condition to the consummation of any transaction in connection with (A) any Limited Condition Transaction (including the assumption or incurrence of Indebtedness or Liens, or Indebtedness) and/or (B) the making of any Restricted Payments Payment or Restricted Debt Payments Payment in each of the foregoing cases on or following the relevant LCT Test Date date of such election and prior to (x) in the case of clause (A) of this proviso, the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated and (y) in the case of clause (B) of this proviso, the making of the applicable Restricted Payment or expires without consummation of Restricted Debt Payment, each such determination shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction, compliance with any such financial ratio Restricted Payment or test and/or the amount of EBITDA or Total Assets shall be tested by calculating the availability under such financial ratio or test and/or the amount of EBITDA or Total Assets, as applicable, on a Restricted Debt Payment and other pro forma basis assuming such Limited Condition Transaction and any other transactions events in connection therewith have been consummated (including any incurrence of Indebtedness and Indebtedness) have been consummated. For the use avoidance of proceeds thereof). 1.6.2 Notwithstanding doubt, notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio testSection 1.04, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amounts, the “Fixed Amounts”) substantially concurrently requirements of Section 5.02 are required to be satisfied in connection with any amounts incurred or transactions entered into (or consummated) in reliance on a provision extension of this Agreement that requires compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amountscredit except as expressly provided herein.

Certain Calculations and Tests. 1.6.1 (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 6.14(a) hereof, the Total Net any First Lien Leverage RatioRatio test, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been mettest, any Total Leverage Ratio test and/or any Interest Coverage Ratio test) and/or the amount any cap expressed as a percentage of Consolidated Adjusted EBITDA or Total Assets or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar InvestmentInvestment (including with respect to any Indebtedness assumed or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) in the case of any Limited Condition Acquisition, the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted PaymentPayment (including with respect to any Indebtedness assumed or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment so long as such Restricted Payment is made within 60 days of such declaration or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPayment (including with respect to any Indebtedness assumed or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, after giving effect to the relevant acquisition or similar Investmenteffect, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that, solely to (I) the relevant acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) to the extent definitive documents in respect thereof have been executed or the declaration of any Restricted Payment or delivery of notice with respect to a Restricted Debt Payment (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any determination additional acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of compliance with clauses (iiiproceeds thereof) and (iv) in that the definition of “Payment Conditions”, to the extent the Lead Borrower has made an LCT Election for elected to be determined as set forth in this clause (a). (b) For purposes of determining the permissibility of any Limited Condition Transactionaction, the determination change, transaction or event that requires a calculation of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the time of the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 6.14(a) hereof, the Total Net any First Lien Leverage RatioRatio test, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been met) test, any Total Leverage Ratio test and/or any Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets with respect to the incurrence of Indebtedness or LiensAssets), or the making of Restricted Payments or Restricted Debt Payments 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 definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating calculated at the availability under time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test and/or the amount of EBITDA or Total Assets, as applicable, on a pro forma basis assuming occurring after such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)calculation. 1.6.2 (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage RatioSection 6.14(a) hereof, any Total Net First Lien Leverage Ratio test, the Total Net any Secured Leverage Ratio test, any Total Leverage Ratio test and/or whether the Payment Conditions have been metany Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage RatioSection 6.14(a) hereof, any Total Net First Lien Leverage Ratio test, the Total Net any Secured Leverage Ratio test, any Total Leverage Ratio test and/or whether the Payment Conditions have been metany Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts; provided that the incurrence of Indebtedness or Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence-Based Amounts under Article 6 (other than Sections 6.01 and 6.02). (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance with GAAP. (e) The increase in amounts secured by Liens by virtue of accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness, amortization of original issue discount and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Liens for purposes of Section 6.02.

Certain Calculations and Tests. 1.6.1 (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 6.15(a) hereof, the Total Net any First Lien Leverage RatioRatio test, the Total Net any Secured Leverage Ratio test or whether the Payment Conditions have been metany Total Leverage Ratio test) and/or the amount any cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets or (ii) the absence of a Default or Event of Default (or any type other than Event of Default pursuant to Section 7.01(a), 7.01(f) or Event of Default7.01(g)) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar InvestmentInvestment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, after giving effect to the relevant acquisition or similar Investmenteffect, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that, solely to (I) the relevant acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) to the extent definitive documents in respect thereof have been executed or the declaration of any Restricted Payment has been made or delivery of notice with respect to a Restricted Debt Payment has been given (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any determination additional acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of compliance with clauses (iiiproceeds thereof) and (iv) in that the definition of “Payment Conditions”, to the extent the Lead Borrower has made an LCT Election for elected to treat in accordance with this clause (a). (b) For purposes of determining the permissibility of any Limited Condition Transactionaction, the determination change, transaction or event that requires a calculation of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the time of the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 6.15(a) hereof, the Total Net any First Lien Leverage RatioRatio test, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been met) test, any Total Leverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets with respect to the incurrence of Indebtedness or LiensAssets), or the making of Restricted Payments or Restricted Debt Payments 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 definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating calculated at the availability under time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test and/or occurring after such calculation, or after the amount of EBITDA time such action is taken, such change is made, such transaction is consummated or Total Assetssuch event occurs, as applicable, on a pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof)case may be. 1.6.2 (c) Notwithstanding anything to the contrary herein, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net First Lien Leverage Ratio test, the Total Net any Secured Leverage Ratio test and/or whether the Payment Conditions have been metany Total Leverage Ratio test) (any such amountsamount, the including any such amount drawn under any revolving credit facility, a “Fixed AmountsAmount”) substantially concurrently with any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage RatioSection 6.15(a) hereof, any Total Net First Lien Leverage Ratio test, the Total Net any Secured Leverage Ratio test and/or whether the Payment Conditions have been metany Total Leverage Ratio test) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that the (i) any Fixed Amounts Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based AmountsAmount and (ii) except as provided in clause (i), pro forma effect shall be given to the entire transaction. The Borrower may elect that amounts incurred or transactions entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that unless the Borrower elects otherwise, each such amount or transaction shall be deemed incurred, entered into or consummated first under any Incurrence-Based Amount to the maximum extent permitted thereunder. (d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance with GAAP. (e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

Certain Calculations and Tests. 1.6.1 (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (ix) compliance with any financial ratio or test (includingincluding Section 6.14(a) hereof, without limitationany First Lien Leverage Ratio test, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been met) and/or test, any Total Leverage Ratio test, the amount of EBITDA or Consolidated Total Assets or the amount of Consolidated Adjusted EBITDA or any cap expressed as a percentage of Consolidated Adjusted EBITDA) or (iiy) the absence of a Default or Event of Default (or any type of Default or Event of DefaultDefault but excluding any Event of Default under Sections 7.01(a), 7.01(f) (with respect to the Borrower) or 7.01(g) (with respect to the Borrower)) as a condition to to: (i) (A) the making of any Investment or (B) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) Indebtedness or (C), a “Limited Condition Transaction”Liens in connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”), (1) in the case of any acquisition or similar InvestmentBorrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the execution of the definitive agreement with respect to such acquisition or Investment or (yII) the consummation of such acquisition or Investment, in each case, after giving effect to the relevant Investment or other transaction and any related Indebtedness or Liens on a Pro Forma Basis, (2ii) in the case making of any Restricted Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the declaration of such Restricted Payment; provided that such Restricted Payment shall be made within 60 days of such declaration or (yII) the making of such Restricted Payment, in each case, after giving effect to the relevant Restricted Payment and on a Pro Forma Basis, and (3iii) in the case making of any Restricted Debt Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the delivery of an irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment of redemption or repayment or (yII) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, after giving effect to the relevant acquisition or similar Investment, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that. (b) Notwithstanding the foregoing, solely with respect to any determination of compliance with clauses (iii) and (iv) in if the definition of “Payment Conditions”, to the extent the Lead Borrower has made an LCT Election for any Limited Condition Transaction, the determination of such compliance that is a condition election to the consummation or making of such Limited Condition Transaction shall be tested test at the time of: (i) the execution of the definitive agreement with respect to an Investment or the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transactiontransaction in connection with any Investment, then then, in connection with any subsequent determination calculation of compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been met) and/or the amount of EBITDA or Total Assets with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments or Restricted Debt Payments on or following the relevant LCT Test Date determination date, and prior to the earlier of (x) the date on which such Limited Condition Transaction Investment is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction Investment is terminated or expires without consummation of such Limited Condition TransactionInvestment, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating the availability under such financial ratio or test and/or the amount of EBITDA or Total Assets, as applicable, calculated on (A) a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and Investment or any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness Indebtedness, Liens and the use of proceeds thereof)) has been consummated, and also on (B) a standalone basis without giving effect to such Investment and any such transactions in connection therewith; LEGAL_US_E # 159035042.9 (ii) the declaration of a Restricted Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date, and prior to the earlier of (x) the making of such Restricted Payment and (y) the date that is 60 days after the declaration of such Restricted Payment, any such ratio or test shall be calculated on a Pro Forma Basis assuming such Restricted Payment has been consummated, and/or (iii) the delivery of an irrevocable notice of redemption or repayment (which may be conditional) in respect of a Restricted Debt Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date and prior to the date on which such Restricted Debt Payment is made, any such ratio or test shall be calculated on (A) a Pro Forma Basis assuming such Restricted Debt Payment has been consummated and also on (B) standalone basis without giving effect to such Restricted Debt Payment. 1.6.2 (c) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including Section 6.14(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test, the amount of Consolidated Total Assets or the amount of Consolidated Adjusted EBITDA), such financial ratio or test shall be calculated as set forth in clause (a) above (if applicable), or at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the relevant time set forth in clause (a) above (if applicable) or the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (d) Notwithstanding anything to the contrary herein, with respect to any amounts incurred Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or transactions Affiliate transaction incurred, entered into (or consummated) , as applicable, in reliance on a provision of this Agreement under a limitation or restrictive covenant that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or transactions Affiliate transaction incurred, entered into (or consummated) consummated in reliance on a provision of this Agreement in the same limitation or restrictive covenant that requires compliance with a any such financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio testincluding the financial covenant in Section 6.14(a), the Total Net Leverage Ratio, the Secured Leverage Ratio, the First Lien Leverage Ratio and/or whether and the Payment Conditions have been metamount of Consolidated Total Assets and Consolidated Adjusted EBITDA) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) the Incurrence-Based Amounts shall first be calculated without giving effect to any Fixed Amounts being relied upon for any portion of such incurrence or transactions and (ii) thereafter, the incurrence of the portion of such amounts or other applicable transaction to be entered into in reliance on any Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amountscalculated.

Certain Calculations and Tests. 1.6.1 (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage RatioSection 6.15(a) hereof, the Total Net any First Lien Leverage RatioRatio test, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been mettest, any Total Leverage Ratio test and/or any Interest Coverage Ratio test) and/or the amount any cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”)Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”)Borrower, (1) in the case of any acquisition or similar InvestmentInvestment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) solely with respect to any Limited Conditionality Acquisition, the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment (so long as such Restricted Payment is actually made within 60 days following the date of declaration) or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt PaymentPayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, after giving effect to the relevant acquisition or similar Investmenteffect, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that, solely with respect to any determination of compliance with clauses (iii) and (iv) in the definition of “Payment Conditions”, to (I) the extent the Lead Borrower has made an LCT Election for any Limited Condition Transactionrelevant acquisition, the determination of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the time of the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition TransactionInvestment, then in connection with any subsequent determination of compliance with any financial ratio or test (includingRestricted Payment, without limitation, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been met) and/or the amount of EBITDA or Total Assets with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments or Restricted Debt Payments 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 definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with Payment and/or any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating the availability under such financial ratio or test and/or the amount of EBITDA or Total Assets, as applicable, on a pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated related Indebtedness (including any incurrence of Indebtedness and the intended use of proceeds thereof). 1.6.2 Notwithstanding anything ) and (II) to the contrary herein, extent definitive documents in respect thereof have been executed or the declaration of any Restricted Payment has been made or delivery of notice with respect to any amounts incurred a Restricted Debt Payment has been given (which definitive documents, declaration or transactions entered into (notice has not terminated or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, expired without limitationthe consummation thereof), any Fixed Charge Coverage Ratioadditional acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any Total Net Leverage Ratio test, related Indebtedness (including the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been metintended use of proceeds thereof) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded Borrower has elected to treat in the calculation of the financial ratio or test applicable to the Incurrence-Based Amountsaccordance with this clause (a).

Certain Calculations and Tests. 1.6.1 (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (includingincluding Section 6.14(a) hereof, without limitationany First Lien Leverage Ratio test, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net any Secured Leverage Ratio or whether the Payment Conditions have been met) and/or test, any Total Leverage Ratio test, the amount of Consolidated Total Assets or the amount of Consolidated Adjusted EBITDA or Total Assets any cap expressed as a percentage of Consolidated Adjusted EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of DefaultDefault but excluding any Event of Default under Sections 7.01(a), 7.01(f) (with respect to the Borrower) or 7.01(g) (with respect to the Borrower)) as a condition to to: (i) (A) the making of any Investment or (B) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) Indebtedness or (C), a “Limited Condition Transaction”Liens in connection therewith), the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”), (1) in the case of any acquisition or similar InvestmentBorrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the execution of the definitive agreement with respect to such acquisition or Investment or (yII) the consummation of such acquisition or Investment, in each case, after giving effect to the relevant Investment or other transaction and any related Indebtedness or Liens on a Pro Forma Basis, (2ii) in the case making of any Restricted Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the declaration of such Restricted Payment; provided that such Restricted Payment shall be made within 60 days of such declaration or (yII) the making of such Restricted Payment, in each case, after giving effect to the relevant Restricted Payment and on a Pro Forma Basis, and (3iii) in the case making of any Restricted Debt Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (xI) the delivery of an irrevocable notice of redemption or repayment (which may be conditional) notice with respect to such Restricted Debt Payment or (yII) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”)Payment, in each case, after giving effect to the relevant acquisition or similar Investment, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that. (b) Notwithstanding the foregoing, solely with respect to any determination of compliance with clauses (iii) and (iv) in if the definition of “Payment Conditions”, to the extent the Lead Borrower has made an LCT Election for any Limited Condition Transaction, the determination of such compliance that is a condition election to the consummation or making of such Limited Condition Transaction shall be tested test at the time of: (i) the execution of the definitive agreement with respect to an Investment or the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transactiontransaction in connection with any Investment, then then, in connection with any subsequent determination calculation of compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been met) and/or the amount of EBITDA or Total Assets with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments or Restricted Debt Payments on or following the relevant LCT Test Date determination date, and prior to the earlier of (x) the date on which such Limited Condition Transaction Investment is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction Investment is terminated or expires without consummation of such Limited Condition TransactionInvestment, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating the availability under such financial ratio or test and/or the amount of EBITDA or Total Assets, as applicable, calculated on (A) a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and Investment or any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness Indebtedness, Liens and the use of proceeds thereof)) has been consummated, and also on (B) a standalone basis without giving effect to such Investment and any such transactions in connection therewith; (ii) the declaration of a Restricted Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date, and prior to the earlier of (x) the making of such Restricted Payment and (y) the date that is 60 days after the declaration of such Restricted Payment, any such ratio or test shall be calculated on a Pro Forma Basis assuming such Restricted Payment has been consummated, and/or (iii) the delivery of an irrevocable notice of redemption or repayment (which may be conditional) in respect of a Restricted Debt Payment, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date and prior to the date on which such Restricted Debt Payment is made, any such ratio or test shall be calculated on (A) a Pro Forma Basis assuming such Restricted Debt Payment has been consummated and also on (B) standalone basis without giving effect to such Restricted Debt Payment. 1.6.2 (c) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including Section 6.14(a), any First Lien Leverage Ratio test, any Secured Leverage Ratio test, any Total Leverage Ratio test, the amount of Consolidated Total Assets or the amount of Consolidated Adjusted EBITDA), such financial ratio or test shall be calculated as set forth in clause (a) above (if applicable), or at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the relevant time set forth in clause (a) above (if applicable) or the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (d) Notwithstanding anything to the contrary herein, with respect to any amounts incurred Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or transactions Affiliate transaction incurred, entered into (or consummated) , as applicable, in reliance on a provision of this Agreement under a limitation or restrictive covenant that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or transactions Affiliate transaction incurred, entered into (or consummated) consummated in reliance on a provision of this Agreement in the same limitation or restrictive covenant that requires compliance with a any such financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio testincluding the financial covenant in Section 6.14(a), the Total Net Leverage Ratio, the Secured Leverage Ratio, the First Lien Leverage Ratio and/or whether and the Payment Conditions have been metamount of Consolidated Total Assets and Consolidated Adjusted EBITDA) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) the Incurrence-Based Amounts shall first be calculated without giving effect to any Fixed Amounts being relied upon for any portion of such incurrence or transactions and (ii) thereafter, the incurrence of the portion of such amounts or other applicable transaction to be entered into in reliance on any Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amountscalculated.