Common use of Certain Calculations Clause in Contracts

Certain Calculations. (a) 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 Credit Agreement that does not require compliance with a financial ratio or test (including, without limitation, the Financial Covenants, any Total Leverage Ratio test, any Senior Secured Leverage Ratio test, and/or any Debt Service 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 Credit Agreement that does not require compliance with a financial ratio or test (including, without limitation, the Financial Covenants, any Total Leverage Ratio test, any Senior Secured Leverage Ratio test, and/or any Debt Service 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. The Company may elect that amounts incurred or transactions entered into (or consummated) be incurred or 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 Company elects otherwise, each such amount or transaction will be deemed incurred, entered into or consummated first under any Incurrence-Based Amount to the maximum extent permitted thereunder. In addition, any amounts incurred or transactions entered into (or consummated) in reliance on Fixed Amounts shall be automatically and immediately reclassified at any time, unless the Company otherwise elects from time to time, as incurred under the applicable Incurrence-Based Amounts if the Company subsequently meets the applicable ratio for such Incurrence-Based Amounts on a pro forma basis. The amount of any Investment at any time shall be the amount of cash and the fair market value of other property actually invested (measured at the time made), without adjustment for subsequent changes in the value of such Investment, net of any return, whether a return of capital, interest, dividend or otherwise, with respect to such Investment. (b) To the extent any provision of this Credit Agreement requires compliance with a financial ratio or test (including, without limitation, the Financial Covenants, any Total Leverage Ratio test, any Senior Secured Leverage Ratio test, and/or any Debt Service Coverage Ratio test), any calculation of a financial ratio or test that results in a negative number or zero shall be deemed to not be in compliance with such financial ratio or test.

Certain Calculations. (a) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or financial test (including ‎Section 7.1 hereof, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Interest Coverage Ratio test) and/or the amount of Consolidated EBITDA or Consolidated Net Income, and irrespective of any use of the expression “at any one time outstanding” (or any similar expression), such financial ratio, financial test or amount shall, subject to Section 1.4, be calculated 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, financial test or amount 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. (b) Notwithstanding anything to the contrary herein, unless the Borrower Representative otherwise notifies the Administrative Agent, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Credit Agreement that does not require compliance with a financial ratio or financial test (including, without limitation, the Financial Covenants, including any Total First Lien Net Leverage Ratio test, any Senior Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Debt Service Interest Coverage Ratio test) (any such amountsamount, including any amount drawn under the Revolving Facility or any other permitted revolving facility and any cap expressed as a percentage of Consolidated Net Income or Consolidated EBITDA, a “Fixed AmountsAmount”) substantially concurrently with any amounts incurred amount Incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Credit Agreement that does not require requires compliance with a financial ratio or financial test (including, without limitation, the Financial Covenants, including any Total First Lien Net Leverage Ratio test, any Senior Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Debt Service Interest Coverage Ratio test) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that (i) the Fixed Amounts shall be disregarded in the calculation incurrence of the financial ratio or test applicable to the Incurrence-Based AmountsAmount shall be calculated first without giving effect to any Fixed Amount but giving full pro forma effect to the use of proceeds of such Fixed Amount and the related transactions and (ii) the incurrence of the Fixed Amount shall be calculated thereafter. The Company may elect that Unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any under an Incurrence-Based Amount or then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (c) For purposes of determining compliance at any time with Sections 7.2, 7.3, 7.5 and 7.7, in the event that any Indebtedness, Preferred Stock, Disqualified Stock, Lien, Restricted Payment, Investment or disposition 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 7.2 (other than Section 7.2(b)(i) in the case of Indebtedness incurred on the Closing Date), ‎7.3, 7.5 or 7.7 (other than pursuant to clause (6) of the definition of “Permitted Liens” as it relates to Section 7.2(b)(i) and clause (7)(i) of the definition of “Permitted Liens”)‎ (each of the foregoing, including the categories and items set forth in component definitions thereof, a “Reclassifiable Item”), the Borrower Representative, in its sole discretion; provided, that unless the Company elects otherwisemay, each such amount or transaction will be deemed incurred, entered into or consummated first under any Incurrence-Based Amount to the maximum extent permitted thereunder. In addition, any amounts incurred or transactions entered into (or consummated) in reliance on Fixed Amounts shall be automatically and immediately reclassified at any time, unless the Company otherwise elects from time to time, divide, classify or reclassify such Reclassifiable Item (or portion thereof) under one or more clauses (or component definitions) 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 6.1(a) or ‎(b) following the initial incurrence or making of any such Reclassifiable Item, if such Reclassifiable Item could, based on such financial statements, have been incurred or made in reliance on ‎any “ratio-based” basket or exception, such Reclassifiable Item shall automatically be reclassified as having been incurred or made under such “ratio-based” basket or exception (in each case, subject to any other applicable provision of such “ratio-based” basket or exception); provided, further, that Indebtedness shall be reclassified only to the extent that any Lien in respect thereof would be permitted after such reclassification and any concurrent reclassification of such Lien. It is understood and agreed that any Indebtedness, Preferred Stock, Disqualified Stock, Lien, Restricted Payment, Investment, disposition and/or Affiliate Transaction need not be permitted solely by reference to one category under the applicable Incurrence-Based Amounts if covenant, but may instead be permitted in part under any combination thereof or under any other available exception. (d) Notwithstanding anything to the Company subsequently meets contrary herein, but subject to Sections 1.4 and ‎1.9(a) and (c), all financial ratios and tests (including the applicable ratio for such Incurrence-Based Amounts on a pro forma basis. The amount of any Investment at any time shall be Total Net Leverage Ratio, the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Interest Coverage Ratio) and the amount of cash Consolidated Net Income and Consolidated EBITDA (other than, for the fair market value avoidance of other property actually invested (measured at the time made)doubt, without adjustment for subsequent changes purposes of calculating Excess Cash Flow) contained in the value of such Investment, net of this Agreement that are calculated with respect to any return, whether a return of capital, interest, dividend or otherwise, Reference Period shall be calculated with respect to such InvestmentReference Period on a Pro Forma Basis. (be) To the extent any provision For purposes of this Credit Agreement requires determining compliance with ‎Section 7.2 or Section 7.7, if any Indebtedness, Preferred Stock, Disqualified Stock or Lien is created or Incurred in reliance on a financial ratio basket measured by reference to a percentage of Consolidated EBITDA, and any refinancing or test (includingreplacement thereof would cause the percentage of Consolidated EBITDA to be exceeded if calculated based on the Consolidated EBITDA on the date of such refinancing or replacement, without limitation, the Financial Covenants, any Total Leverage Ratio test, any Senior Secured Leverage Ratio test, and/or any Debt Service Coverage Ratio test), any calculation such percentage of a financial ratio or test that results in a negative number or zero shall Consolidated EBITDA will be deemed not to be exceeded so long as the principal amount of such refinancing or replacement Indebtedness, Preferred Stock, Disqualified Stock or other obligation does not be exceed an amount sufficient to repay the principal amount of such Indebtedness, Preferred Stock, Disqualified Stock or other obligation being refinanced or replaced, except by an amount equal to (x) the amount necessary to pay accrued and unpaid interest, fees, underwriting discounts and expenses, including any premium and defeasance costs Incurred in compliance connection with such financial ratio refinancing or testreplacement, (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be Incurred under ‎‎Section 7.2.

Certain Calculations. (a) If more than one action occurs on any given date the permissibility or the taking of which is determined hereunder by reference to the amount of the Available Amount immediately prior to the taking of such action, solely as it relates to the amount of the Available Amount, the permissibility of the taking of each such action shall be determined independently and in no event may any two or more such actions be treated as occurring simultaneously, i.e. each transaction must be permitted under the Available Amount as so calculated. (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 Total Net Leverage Ratio test, any Total Net First Lien Leverage Ratio test, any Total Net Senior Secured Leverage Ratio test and any Fixed Charge Coverage Ratio test, the amount of Consolidated EBITDA and/or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to Section 1.14), 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 Credit Agreement that does not require compliance with a financial ratio or test (including, without limitation, the Financial Covenants, any Total Net Leverage Ratio test, any Total Net First Lien Leverage Ratio test, any Total Net Senior Secured Leverage Ratio test, test and/or any Debt Service 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 Credit Agreement that does not require requires compliance with a financial ratio or test (including, without limitation, the Financial Covenants, any Total Net Leverage Ratio test, any Total Net First Lien Leverage Ratio test, any Total Net Senior Secured Leverage Ratio test, test and/or any Debt Service Fixed Charge 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. The Company may elect that amounts incurred or transactions entered into (or consummated) be incurred or 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 Company elects otherwise, each such amount or transaction will be deemed incurred, entered into or consummated first under any Incurrence-Based Amount to the maximum extent permitted thereunder. In addition, any amounts incurred or transactions entered into (or consummated) in reliance on Fixed Amounts shall be automatically and immediately reclassified at any time, unless the Company otherwise elects from time to time, as incurred under the applicable Incurrence-Based Amounts if the Company subsequently meets the applicable ratio for such Incurrence-Based Amounts on a pro forma basis. The amount of any Investment at any time shall be the amount of cash and the fair market value of other property actually invested (measured at the time made), without adjustment for subsequent changes in the value of such Investment, net of any return, whether a return of capital, interest, dividend or otherwise, with respect to such Investment. (b) To the extent any provision of this Credit Agreement requires compliance with a financial ratio or test (including, without limitation, the Financial Covenants, any Total Leverage Ratio test, any Senior Secured Leverage Ratio test, and/or any Debt Service Coverage Ratio test), any calculation of a financial ratio or test that results in a negative number or zero shall be deemed to not be in compliance with such financial ratio or test.

Certain Calculations. (a) Notwithstanding anything to the contrary hereinin this Indenture, unless the context otherwise requires, for purposes of determining compliance with any test contained in this Indenture with respect to any period during which any Specified Transactions occur or, subsequent to such period and prior to or simultaneously with the event for which the calculation is made, the Consolidated Leverage Ratio, the Consolidated Secured Leverage Ratio, the Fixed Charge Coverage Ratio and EBITDA and any other financial calculation shall be calculated with respect to such period and such Specified Transactions on a “pro forma basis” and shall be calculated for the applicable period of measurement (which may, at the Issuer’s election, be the most recently ended twelve months) for which quarterly or fiscal year-end financial statements are internally available, as determined by the Issuer, immediately preceding the date of such event; provided, that for the avoidance of doubt, the amount of Consolidated Net Income available for Restricted Payments under Section 4.07(a) shall not be calculated on a “pro forma basis”. (b) For all purposes under this Indenture, with respect to compliance with any test for an applicable period of measurement that is calculated on a “pro forma basis” or after giving “pro forma effect”, (i) to the extent applicable, the Pro Forma Adjustment shall have been made and (ii) all Specified Transactions and the following transactions in connection therewith that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made shall be deemed to have occurred as of the first day of the applicable period of measurement (as of the last date in the case of a balance sheet item) in such test: (A) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (x) in the case of a disposition of all or substantially all Equity Interests in any Restricted Subsidiary of the Issuer or any asset of the Issuer or any of its Restricted Subsidiaries, shall be excluded, and (y) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (B) any retirement of Indebtedness, and (C) any Indebtedness incurred or assumed by the Issuer or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, (x) without limiting the application of the Pro Forma Adjustment pursuant to clause (i) above, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of “EBITDA” and give effect to events (including cost savings, synergies and operating expense reductions) that are (as determined by the Issuer in good faith) (1) (a) directly attributable to such transaction, (b) expected to have a continuing impact on the Issuer and its Restricted Subsidiaries and (c) factually supportable or (2) otherwise consistent with the definition of “Pro Forma Adjustment” and (y) in connection with any Specified Transaction that is the Incurrence of Indebtedness in respect of which compliance with any specified leverage ratio test is by the terms of this Indenture required to be calculated on a pro forma basis, (1) the proceeds of such Indebtedness shall not be netted from Indebtedness in the calculation of the applicable leverage ratio test and (2) if such Indebtedness is a revolving facility, the incurrence or repayment of any indebtedness in respect of such revolving facility included in such incurrence test calculation immediately prior to or simultaneously with the incurrence of such indebtedness for which the pro forma calculation of such ratio or test is being made and/or any drawing under any revolving facilities used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer), shall be disregarded but, for avoidance of doubt, shall thereafter be included in any future calculations after giving effect to any prepayments or other Specified Transactions with respect thereto. (c) The Issuer may elect, pursuant to an Officer’s Certificate delivered to the Trustee not later than 30 days after entering into any commitment providing for the incurrence of Indebtedness, that all or any portion of the Indebtedness that could be incurred under such commitment at the time such commitment is entered into shall be treated as incurred and outstanding in such amount for all purposes of the calculation (whether or not such Indebtedness is outstanding at the time such commitment is entered into) for so long as such commitments are outstanding or until the Issuer revokes such election, and any subsequent incurrence of such Indebtedness under such commitment (including upon repayment and reborrowing) shall not be deemed, for purposes of any such calculation, to be the incurrence of Indebtedness at such subsequent time. (d) Notwithstanding anything to the contrary in this Indenture: (i) with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of the same section of this Credit Agreement Indenture that does not require compliance with a financial ratio or test (including, without limitation, the Financial Covenantsany Fixed Charge Coverage Ratio, any Total Leverage Ratio test, any Senior Consolidated Secured Leverage Ratio test, test and/or any Debt Service Coverage Consolidated Leverage 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 the same section of this Credit Agreement Indenture that does not require requires compliance with a any such financial ratio or test (including, without limitation, the Financial Covenants, any Total Leverage Ratio test, any Senior Secured Leverage Ratio test, and/or any Debt Service Coverage Ratio test) (any such amounts, the “Incurrence-Incurrence Based Amounts”), it is understood and agreed that that, for purposes of this Indenture, the Fixed Amounts under such section and any substantially concurrent borrowings under the revolving credit facility under the Senior Secured Credit Facilities (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Incurrence Based Amounts. The Company may elect Amounts in connection with such substantially concurrent incurrence; (ii) for purposes of calculating any leverage ratio in this Indenture in connection with the Incurrence of any Indebtedness, (A) there shall be no netting of the cash proceeds proposed to be received in connection with the Incurrence of such Indebtedness and (B) to the extent the Indebtedness to be Incurred is revolving Indebtedness, such Incurred revolving Indebtedness (or if applicable, the portion (and only such portion) of the increased commitments thereunder) shall be treated as fully drawn; and (iii) for the purposes of calculating any leverage ratio in this Indenture, any amount in a currency other than U.S. dollars shall be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that amounts incurred used in calculating EBITDA for the applicable period. (e) in the event that the Issuer or a Restricted Subsidiary (x) incurs Indebtedness to finance an acquisition or (y) assumes Indebtedness of Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture, the date of determination of the Fixed Charge Coverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Leverage Ratio, as applicable, shall, at the option of the Issuer, be: (i) the date that a definitive agreement for such acquisition is entered into and the Fixed Charge Coverage Ratio, Consolidated Secured Leverage Ratio or the Consolidated Leverage Ratio, as applicable, shall be calculated giving pro forma effect to such acquisition and any actions or transactions entered into related thereto (including acquisitions, Investments, the Incurrence or consummatedissuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) consistent with the definition of the Fixed Charge Coverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Leverage Ratio, as applicable, and, for the avoidance of doubt, (A) if any such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in the EBITDA of the Issuer or the target company) at or prior to the consummation of the relevant acquisition, such ratios will not be incurred deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether such acquisition and any related transactions are permitted hereunder and (B) such ratios shall not be tested at the time of consummation of such acquisition or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretionrelated transactions; provided, further, that unless the Company elects otherwise, each such amount or transaction will be deemed incurred, entered into or consummated first under any Incurrence-Based Amount to the maximum extent permitted thereunder. In addition, any amounts incurred or transactions entered into (or consummated) in reliance on Fixed Amounts shall be automatically and immediately reclassified at any time, unless the Company otherwise elects from time to time, as incurred under the applicable Incurrence-Based Amounts if the Company subsequently meets the applicable ratio for Issuer elects to have such Incurrence-Based Amounts on a pro forma basis. The amount of any Investment at any time shall be the amount of cash and the fair market value of other property actually invested (measured determinations occur at the time made)of entry into such definitive agreement, without adjustment for subsequent changes in the value of (1) any such Investment, net of any return, whether a return of capital, interest, dividend or otherwise, with respect to such Investment. (b) To the extent any provision of this Credit Agreement requires compliance with a financial ratio or test (including, without limitation, the Financial Covenants, any Total Leverage Ratio test, any Senior Secured Leverage Ratio test, and/or any Debt Service Coverage Ratio test), any calculation of a financial ratio or test that results in a negative number or zero transaction shall be deemed to have occurred on the date the definitive agreement is entered into and to be outstanding thereafter for purposes of calculating any ratios under this Indenture after the date of such agreement and before the earlier of the date of consummation of such acquisition or the date such agreement is terminated or expires without consummation of such acquisition and (2) to the extent any covenant baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized until the earlier of the date of consummation of such acquisition or the date such agreement is terminated or expires without consummation of such acquisition, but any calculation of EBITDA for purposes of other incurrences of Indebtedness or Liens or making of Restricted Payments (not be in compliance with related to such financial ratio acquisition) shall not reflect such acquisition until it has been consummated, or (ii) the date such Indebtedness is Incurred or testassumed.

Certain Calculations. (a) For purposes of determining compliance with any of the covenants set forth in Article VI at the time of incurrence or utilization thereof, if any Lien, Investment, Indebtedness, disposition, dividend or distribution or Affiliate transaction meets the criteria of one, or more than one, of the clauses of the provision permitting such Lien, Investment, Indebtedness, disposition, dividend or distribution or Affiliate transaction, as the case may be, the Company shall in its sole discretion determine under which clause or clauses such Lien, Investment, Indebtedness, disposition, dividend or distribution or Affiliate transaction (or, in each case, any portion thereof), as the case may be, is classified and may later (on one or more occasions), may make any subsequent re-determination and/or at a later time divide, classify or reclassify under the clause or clauses such Lien, Investment, Indebtedness, disposition, dividend or distribution or Affiliate transaction was initially determined to have been incurred or utilized (other than, in each case, with respect to any basket that permits actions based on Pro Forma Compliance). (b) 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 Credit Agreement that does not require compliance with a financial ratio or test (including, without limitation, the Financial Covenants, any Total Net Leverage Ratio, Total Secured Net Leverage Ratio test, any Senior Secured and/or Total Net First Lien Leverage Ratio test, and/or any Debt Service Coverage Ratio testRatio) (any such amounts, the “Fixed Amounts”) intended to be utilized with or substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Credit Agreement that does not require requires compliance with a any such financial ratio or test (including, without limitation, the Financial Covenants, any Total Leverage Ratio test, any Senior Secured Leverage Ratio test, and/or any Debt Service Coverage Ratio test) (any such amounts, the “Incurrence-Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts. The Company may elect that amounts incurred or transactions entered into (or consummated) be incurred or 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 Company elects otherwise, each such amount or transaction will be deemed incurred, entered into or consummated first under any Incurrence-Based Amount to the maximum extent permitted thereunder. In addition, any amounts incurred or transactions entered into (or consummated) in reliance on Fixed Amounts shall be automatically and immediately reclassified at any time, unless the Company otherwise elects from time to time, as incurred under the applicable Incurrence-Incurrence Based Amounts if the Company subsequently meets the applicable ratio for such Incurrence-Based Amounts on a pro forma basis. The amount of any Investment at any time shall be the amount of cash and the fair market value of other property actually invested (measured at the time made), without adjustment for subsequent changes in the value of such Investment, net of any return, whether a return of capital, interest, dividend or otherwise, with respect to such Investment. (b) To the extent any provision of this Credit Agreement requires compliance with a financial ratio or test (including, without limitation, the Financial Covenants, any Total Leverage Ratio test, any Senior Secured Leverage Ratio test, and/or any Debt Service Coverage Ratio test), any calculation of a financial ratio or test that results in a negative number or zero shall be deemed to not be in compliance connection with such financial ratio or testsubstantially concurrent incurrence.

Certain Calculations. (a) Notwithstanding anything to the contrary herein, unless the Borrower otherwise notifies the Administrative Agent, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Credit Agreement (other than a non-concurrent Borrowing hereunder) that does not require compliance with a financial ratio or financial test (including, without limitation, the Financial Covenantsincluding Article V hereof, any Total Leverage CET1 Ratio test, test or any Senior Secured Leverage Ratio test, and/or any Consolidated Non-Funding Debt Service Coverage to Tangible Net Worth Ratio test) (any such amountsamount, the including any concurrent Borrowing hereunder, and any cap expressed as a percentage of Consolidated Total Assets, a “Fixed AmountsAmount”) substantially concurrently with any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Credit Agreement that does not require requires compliance with a financial ratio or financial test (including, without limitation, the Financial Covenantsincluding Article V hereof, any Total Leverage CET1 Ratio test, test or any Senior Secured Leverage Ratio test, and/or any Consolidated Non-Funding Debt Service Coverage to Tangible Net Worth Ratio test) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that (i) the Fixed Amounts shall be disregarded in the calculation incurrence of the financial ratio or test applicable to the Incurrence-Based AmountsAmount shall be calculated first without giving effect to any Fixed Amount but giving full pro forma effect to the use of proceeds of such Fixed Amount and the related transactions and (ii) the incurrence of the Fixed Amount shall be calculated thereafter. The Company may elect that Unless it elects otherwise, the Borrower shall be deemed to have used amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more under an Incurrence-Based Amount then available to the Borrower prior to utilization of any amount under a Fixed Amount then available to the Borrower. In calculating any Incurrence-Based Amount Amount, any concurrent Borrowings hereunder shall not be given effect. (b) For purposes of determining compliance at any time with Sections 5.7, 5.9, 5.14, 5.16 or 5.18 and, in the event that any sales, lease and other transfer of assets or any Fixed Amount Debt, Lien, Restricted Payment or Investment or, in each case, any 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 5.7, 5.9, 5.14, 5.16 and/or 5.18 (each of the foregoing, a “Reclassifiable Item”), the Borrower, in its sole discretion; provided, that unless the Company elects otherwisemay, each such amount or transaction will be deemed incurred, entered into or consummated first under any Incurrence-Based Amount to the maximum extent permitted thereunder. In addition, any amounts incurred or transactions entered into (or consummated) in reliance on Fixed Amounts shall be automatically and immediately reclassified at any time, unless the Company otherwise elects 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 5.1(a) or (b) following the initial incurrence or making of any such Reclassifiable Item, if such Reclassifiable Item could, based on such financial statements, have been incurred or made in reliance on any “ratio-based” basket or exception, such Reclassifiable Item shall automatically be reclassified as having been incurred or made under the applicable Incurrence-Based Amounts if the Company subsequently meets the applicable ratio for such Incurrence-Based Amounts on a pro forma basis. The amount of any Investment at any time shall be the amount of cash and the fair market value of other property actually invested (measured at the time made), without adjustment for subsequent changes in the value provisions of such Investment“ratio-based” basket or exception (in each case, net of subject to any return, whether a return of capital, interest, dividend or otherwise, with respect to such Investment. (b) To the extent any other applicable provision of this Credit Agreement requires compliance with a financial ratio such “ratio-based” basket or test (includingexception, without limitationas applicable). It is understood and agreed that any sale, the Financial Covenantslease and other transfer of assets or any Debt, any Total Leverage Ratio testLien, any Senior Secured Leverage Ratio test, and/or any Debt Service Coverage Ratio test), any calculation of a financial ratio Restricted Payment or test that results in a negative number or zero shall be deemed to Investment need not be permitted solely by reference to one category of permitted sale, lease or other transfer of assets, or any Debt, Lien, Restricted Payment or Investment under Sections 5.7, 5.9, 5.14, 5.16 or 5.18, respectively, but may instead be permitted in compliance with such financial ratio part under any combination thereof or testunder any other available exception.

Certain Calculations. (a) For purposes of determining compliance with any of the covenants set forth in Article VI at the time of incurrence or utilization thereof, if any Lien, Investment, Indebtedness, disposition, dividend or distribution or Affiliate transaction meets the criteria of one, or more than one, of the clauses of the provision permitting such Lien, Investment, Indebtedness, disposition, dividend or distribution or Affiliate transaction, as the case may be, the Borrower shall in its sole discretion determine under which clause or clauses such Lien, Investment, Indebtedness, disposition, dividend or distribution or Affiliate transaction (or, in each case, any portion thereof), as the case may be, is classified and may later (on one or more occasions), may make any subsequent re-determination and/or at a later time divide, classify or reclassify under the clause or clauses such Lien, Investment, Indebtedness, disposition, dividend or distribution or Affiliate transaction was initially determined to have been incurred or utilized. (b) 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 Credit Agreement that does not require compliance with a financial ratio or test (including, without limitation, the Financial Covenants, any Total Net Leverage Ratio, Total Secured Net Leverage Ratio test, any Senior Secured and/or Total Net First Lien Leverage Ratio test, and/or any Debt Service Coverage Ratio testRatio) (any such amounts, the “Fixed Amounts”) intended to be utilized with or substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Credit Agreement that does not require requires compliance with a any such financial ratio or test (including, without limitation, the Financial Covenants, any Total Leverage Ratio test, any Senior Secured Leverage Ratio test, and/or any Debt Service Coverage Ratio test) (any such amounts, the “Incurrence-Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts. The Company may elect that amounts incurred or transactions entered into (or consummated) be incurred or 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 Company elects otherwise, each such amount or transaction will be deemed incurred, entered into or consummated first under any Incurrence-Based Amount to the maximum extent permitted thereunder. In addition, any amounts incurred or transactions entered into (or consummated) in reliance on Fixed Amounts shall be automatically and immediately reclassified at any time, unless the Company otherwise elects from time to time, as incurred under the applicable Incurrence-Incurrence Based Amounts if the Company subsequently meets the applicable ratio for such Incurrence-Based Amounts on a pro forma basis. The amount of any Investment at any time shall be the amount of cash and the fair market value of other property actually invested (measured at the time made), without adjustment for subsequent changes in the value of such Investment, net of any return, whether a return of capital, interest, dividend or otherwise, with respect to such Investment. (b) To the extent any provision of this Credit Agreement requires compliance with a financial ratio or test (including, without limitation, the Financial Covenants, any Total Leverage Ratio test, any Senior Secured Leverage Ratio test, and/or any Debt Service Coverage Ratio test), any calculation of a financial ratio or test that results in a negative number or zero shall be deemed to not be in compliance connection with such financial ratio or testsubstantially concurrent incurrence.

Certain Calculations. (a) Notwithstanding anything to the contrary set forth herein, (I) with respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision Basket (any such Basket, a “Fixed Basket”) of this Indenture (including any Credit Agreement Facility Incurred under Section 3.2(b)(1)(x)(i) or (1)(x)(ii)) that does not require compliance with a financial ratio or test (including, without limitation, the Financial Covenants, any Total Leverage Ratio test, any Senior Secured Leverage Ratio test, and/or any Debt Service Coverage Ratio test) Incurrence Test (any such amounts, including for the avoidance of doubt, any grower component based on Consolidated EBITDA, the “Fixed Amounts”) ), or, without limiting any requirement set forth hereunder with respect to the netting of cash proceeds of any Indebtedness in determining compliance with the applicable Financial Incurrence Test, any transaction utilizing any Unrestricted Cash and Cash Equivalents, in each case under this clause (x), substantially concurrently with (or as part of a single transaction or a series of related transactions with) (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision Basket (any such Basket, a “Non-Fixed Basket”) of this Indenture (including any Credit Agreement Facility Incurred under Section 3.2(b)(1)(x)(iii)) that does not require requires compliance with a financial ratio or test (including, without limitationincluding the Consolidated Coverage Ratio, the Financial CovenantsConsolidated First Lien Net Leverage Ratio, any Total the Consolidated Secured Net Leverage Ratio test, any Senior Secured and/or the Consolidated Total Net Leverage Ratio test, and/or any Debt Service Coverage Ratio testRatio) (any such amountsfinancial ratio or test, the a “Incurrence-Based AmountsFinancial Incurrence Test”), it is understood and agreed that the (I) all Fixed Amounts (or any other amounts Incurred under a Fixed Basket) or any utilization of any such Unrestricted Cash and Cash Equivalents shall be disregarded in the calculation of the financial ratio or test any Financial Incurrence Test applicable to the Incurrenceany Non-Based Amounts. The Company may elect Fixed Basket that amounts incurred or transactions entered into is substantially concurrent (or consummatedpart of a single transaction or series of related transactions), (II) be incurred any Indebtedness Incurred to fund original issue discount or 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 Company elects otherwise, each such amount or transaction will be deemed incurred, entered into or consummated first under any Incurrence-Based Amount to the maximum extent permitted thereunder. In addition, upfront fees substantially concurrently with any amounts incurred Incurred or transactions entered into (or consummated) in reliance on a Non-Fixed Amounts Basket shall be automatically disregarded in the calculation of each Financial Incurrence Test applicable to any Non-Fixed Basket and immediately reclassified (III) any revolving loans (or borrowings under any other revolving credit facility of Issuer or its Restricted Subsidiaries) shall be disregarded in the calculation of any Financial Incurrence Test; provided that notwithstanding anything else provided herein, any amounts Incurred or transactions entered into (or consummated) in reliance on a Basket of the Indenture that is expressly limited by a fixed-dollar limitation (including any grower component based on a percentage of Consolidated EBITDA) and that includes, as a condition to Incurring (or consummating) applicable amounts or transactions in reliance on such Basket limited by a fixed-dollar limitation, a requirement of compliance with a Financial Incurrence Test shall constitute a “Fixed Amount” under this Indenture. (b) Notwithstanding anything to the contrary set forth herein, for purposes of determining compliance with any covenant in the Indenture, in the event that any Lien, Investment, Indebtedness, Disqualified Stock or Preferred Stock, disposition or other sale or transfer of assets, Restricted Payment, Affiliate transaction, or prepayment or redemption of Indebtedness (or, in each case of any of the foregoing, any portion thereof) meets the criteria of one, or more than one, of the applicable Baskets of the applicable covenant (including any sub-clauses, sub-categories or sub-items under the Indenture) then permitted pursuant to the Indenture, as applicable, such transaction (or portion thereof) at any timetime shall be permitted under one or more of such Baskets of such covenant (including any sub-clauses, unless sub-categories or sub-items under the Company otherwise elects Indenture) at the time of such transaction or Incurrence thereof or at any later time from time to time, in each case, as incurred determined by the Issuer in its sole discretion at such time, and the Issuer may, in its sole discretion, classify and reclassify and, from time to time, later divide, classify or reclassify, such Lien, Investment, Indebtedness, Disqualified Stock or Preferred Stock, disposition or other sale or transfer of assets, Restricted Payment, Affiliate transaction or prepayment or redemption of Indebtedness (or, in each case of any of the foregoing, any portion thereof) among such applicable Baskets (including any sub-clauses, sub-categories or sub-items under the applicable Incurrence-Based Amounts if Indenture) of such covenant in any manner not expressly prohibited by the Company subsequently meets Indenture (and, for the avoidance of doubt, will only be required to include such transaction or Incurrence in such of the applicable ratio for Baskets of the applicable covenant (including any sub-clauses, sub-categories or sub-items under the Indenture) as determined by Issuer at such Incurrencetime) (this paragraph shall be referred to as the “Reclassification Provisions”). For the avoidance of doubt, without limitation, any amount re-Based Amounts allocated by the Issuer among the General Investments Basket, the General Restricted Payments Basket, the General Subordinated Payments Basket and/or the General Debt Basket may be subsequently re-allocated by the Issuer among such applicable Baskets in accordance herewith. (c) If any Lien, Investment, Indebtedness, Disqualified Stock or Preferred Stock, disposition or other sale or transfer of assets, Restricted Payment, Affiliate transaction, prepayment or redemption of Indebtedness or other transaction or action is Incurred, issued or consummated in reliance on a pro forma basis. The Basket under the Indenture measured by reference to a percentage of Consolidated EBITDA, and any such Lien, Investment, Indebtedness, Disqualified Stock or Preferred Stock, disposition or other sale or transfer of assets, Restricted Payment, Affiliate transaction, prepayment or redemption of Indebtedness or other transaction or action would subsequently exceed the applicable percentage of Consolidated EBITDA under such Basket if calculated based on the Consolidated EBITDA on a later date (including the date of any refinancing), such percentage of Consolidated EBITDA will be deemed not to be exceeded; provided that, in the case of refinancing any Indebtedness, Disqualified Stock or Preferred Stock (and any related Lien) in reliance on this paragraph, the principal amount of such refinancing Indebtedness, Disqualified Stock or Preferred Stock does not exceed the (x) aggregate outstanding principal amount, accreted value or liquidation preference of the refinanced Indebtedness, Disqualified Stock or Preferred Stock, plus (y) the amount of any Investment at unused commitments thereunder, any time shall be accrued interest, fees, expenses, defeasance costs and premium (including call and tender premiums) under the amount refinanced Indebtedness, Disqualified Stock or Preferred Stock, and any underwriting discounts, fees, commissions and expenses (including original issue discount, upfront fees and similar items) in connection with the refinancing of cash such Indebtedness, Disqualified Stock or Preferred Stock and the fair market value Incurrence or issuance of other property actually invested such Refinancing Indebtedness, Disqualified Stock or Preferred Stock (measured at the time madeamounts described under this clause (y), without adjustment for subsequent changes in “Incremental Amounts”). (d) Notwithstanding anything to the value of such Investment, net of any return, whether a return of capital, interest, dividend or otherwisecontrary herein, with respect to the amount of any Indebtedness, Lien, Asset Disposition, disposition or other sale of assets, Investment, Restricted Payment, Affiliate transaction or other applicable transaction in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time such Indebtedness or Lien is Incurred or such disposition, Asset Disposition, disposition or other sale of assets, Investment, Restricted Payment, Affiliate transaction or other applicable transaction is made (so long as such Indebtedness, Lien, disposition, Asset Disposition, disposition or other sale of assets, Investment, Restricted Payment, Affiliate transaction or other applicable transaction at the time Incurred or made was permitted under this Indenture). (be) To With respect to any Fixed Basket in the Indenture that is determined by reference to a percentage of Consolidated EBITDA as of the most recently ended Test Period as of such time of determination (including on a “greater of” basis), the Consolidated EBITDA shall be deemed to be the greater of (x) Consolidated EBITDA as of the applicable most recently ended Test Period as of such time of determination as set forth in such Fixed Basket and (y) the greatest Consolidated EBITDA of the Issuer for any trailing four fiscal quarter period ending prior to such Test Period as to which financial statements have been delivered pursuant to this Indenture. (f) Any reference in the Indenture to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of, or by, a limited liability company, limited partnership or trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company, limited partnership or trust shall constitute a separate Person under the Indenture (and each division of any limited liability company, limited partnership or trust that is a Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). (g) Any reference in this Indenture to the board of directors or similar governing body of the Issuer, or any parent thereof, that is formed as a limited partnership shall, to the extent applicable, be deemed to refer to the general partner thereof (or the governing body with respect to the general partner thereof in connection with acting as the general partner of such limited partnership). (h) Any fiscal month, fiscal quarter or fiscal year identified or set forth in the Indenture by reference to the last day thereof (including by reference to the last day of the corresponding calendar month, quarter or fiscal year) shall be deemed to refer to the applicable fiscal month, quarter or fiscal year ending on or about such date. (i) For purposes of determining the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Coverage Ratio and the Consolidated Total Net Leverage Ratio, the amount of Indebtedness shall reflect the currency translation effects, determined in accordance with GAAP, of Hedging Obligations permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar equivalent of such Indebtedness. (j) In the event that the Issuer or any provision Restricted Subsidiary Incurs, assumes, Guarantees, redeems, repays, defeases, retires or extinguishes any Indebtedness (in each case, other than Indebtedness Incurred or repaid under any revolving credit facility or line of this Credit Agreement requires compliance with a credit) or issues or redeems Disqualified Stock, in each case, (i) during the applicable Test Period for which the Consolidated Coverage Ratio, the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio or any other financial ratio or test under this Indenture is being calculated or (including, without limitationii) subsequent to the end of such Test Period and prior to or concurrently with the event for which the calculation of the Consolidated Coverage Ratio, the Financial CovenantsConsolidated First Lien Net Leverage Ratio, any the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio test, any Senior Secured Leverage Ratio test, and/or any Debt Service Coverage Ratio test), any calculation of a or such other financial ratio or test that results in a negative number or zero under this Indenture is made (the “Ratio Calculation Date”), then the Consolidated Coverage Ratio shall be deemed calculated giving Pro Forma Effect to not such Incurrence, assumption, Guarantee, redemption, repayment, defeasance, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock, as the case may be, as if the same had occurred at the beginning of the applicable Test Period (and for the purposes of the numerator of each of the Consolidated First Lien Net Leverage Ratio, the Consolidated Total Net Leverage Ratio and the Consolidated Secured Net Leverage Ratio, as if the same had occurred on the last day of the applicable Test Period). (k) For purposes of making the computation referred to above, any Specified Transaction that has been made by the Issuer or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to the end of such Test Period and prior to or concurrently with the Ratio Calculation Date shall be calculated on a Pro Forma Basis assuming that all Specified Transactions (and the change in compliance any associated interest coverage obligations and change in Consolidated EBITDA and the component financial definitions used therein, as applicable, attributable to any Specified Transaction) had occurred on the first day of such Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Investment, acquisition, disposition, merger, consolidation or amalgamation that would have required adjustment pursuant to this definition, then the Consolidated Coverage Ratio, the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio or any other financial ratio or testtest being calculated pursuant to this Indenture shall be calculated giving Pro Forma Effect thereto for such Test Period as if such Investment, acquisition, disposition, merger, consolidation or amalgamation had occurred at the beginning of such Test Period.

Certain Calculations. (a) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or financial test (including Section 7.1 hereof, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Interest Coverage Ratio test) and/or the amount of Consolidated EBITDA or Consolidated Net Income, and irrespective of any use of the expression “at any one time outstanding” (or any similar expression), such financial ratio, financial test or amount shall, subject to Section 1.4, be calculated 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, financial test or amount 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. (b) Notwithstanding anything to the contrary herein, unless the Borrower Representative otherwise notifies the Administrative Agent, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Credit Agreement that does not require compliance with a financial ratio or financial test (including, without limitation, the Financial Covenants, including any Total First Lien Net Leverage Ratio test, any Senior Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Debt Service Interest Coverage Ratio test) (any such amountsamount, including any amount drawn under the Revolving Facility or any other permitted revolving facility and any cap expressed as a percentage of Consolidated Net Income or Consolidated EBITDA, a “Fixed AmountsAmount”) substantially concurrently with any amounts incurred amount Incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Credit Agreement that does not require requires compliance with a financial ratio or financial test (including, without limitation, the Financial Covenants, including any Total First Lien Net Leverage Ratio test, any Senior Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Debt Service Interest Coverage Ratio test) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that (i) the Fixed Amounts shall be disregarded in the calculation incurrence of the financial ratio or test applicable to the Incurrence-Based AmountsAmount shall be calculated first without giving effect to any Fixed Amount but giving full pro forma effect to the use of proceeds of such Fixed Amount and the related transactions and (ii) the incurrence of the Fixed Amount shall be calculated thereafter. The Company may elect that Unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any under an Incurrence-Based Amount or then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (c) For purposes of determining compliance at any time with Sections 7.2, 7.3, 7.5 and 7.7, in the event that any Indebtedness, Preferred Stock, Disqualified Stock, Lien, Restricted Payment, Investment or disposition 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 7.2 (other than Section 7.2(b)(i) in the case of Indebtedness incurred on the Closing Date), 7.3, 7.5 or 7.7 (other than pursuant to clause (6) of the definition of “Permitted Liens” as it relates to Section 7.2(b)(i) and clause (7)(i) of the definition of “Permitted Liens”) (each of the foregoing, including the categories and items set forth in component definitions thereof, a “Reclassifiable Item”), the Borrower Representative, in its sole discretion; provided, that unless the Company elects otherwisemay, each such amount or transaction will be deemed incurred, entered into or consummated first under any Incurrence-Based Amount to the maximum extent permitted thereunder. In addition, any amounts incurred or transactions entered into (or consummated) in reliance on Fixed Amounts shall be automatically and immediately reclassified at any time, unless the Company otherwise elects from time to time, divide, classify or reclassify such Reclassifiable Item (or portion thereof) under one or more clauses (or component definitions) 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 6.1(a) or (b) following the initial incurrence or making of any such Reclassifiable Item, if such Reclassifiable Item could, based on such financial statements, have been incurred or made in reliance on any “ratio-based” basket or exception, such Reclassifiable Item shall automatically be reclassified as having been incurred or made under such “ratio-based” basket or exception (in each case, subject to any other applicable provision of such “ratio-based” basket or exception); provided, further, that Indebtedness shall be reclassified only to the extent that any Lien in respect thereof would be permitted after such reclassification and any concurrent reclassification of such Lien. It is understood and agreed that any Indebtedness, Preferred Stock, Disqualified Stock, Lien, Restricted Payment, Investment, disposition and/or Affiliate Transaction need not be permitted solely by reference to one category under the applicable Incurrence-Based Amounts if covenant, but may instead be permitted in part under any combination thereof or under any other available exception. (d) Notwithstanding anything to the Company subsequently meets contrary herein, but subject to Sections 1.4 and 1.9(a) and (c), all financial ratios and tests (including the applicable ratio for such Incurrence-Based Amounts on a pro forma basis. The amount of any Investment at any time shall be Total Net Leverage Ratio, the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Interest Coverage Ratio) and the amount of cash Consolidated Net Income and Consolidated EBITDA (other than, for the fair market value avoidance of other property actually invested (measured at the time made)doubt, without adjustment for subsequent changes purposes of calculating Excess Cash Flow) contained in the value of such Investment, net of this Agreement that are calculated with respect to any return, whether a return of capital, interest, dividend or otherwise, Reference Period shall be calculated with respect to such InvestmentReference Period on a Pro Forma Basis. (be) To the extent any provision For purposes of this Credit Agreement requires determining compliance with Section 7.2 or Section 7.7, if any Indebtedness, Preferred Stock, Disqualified Stock or Lien is created or Incurred in reliance on a financial ratio basket measured by reference to a percentage of Consolidated EBITDA, and any refinancing or test (includingreplacement thereof would cause the percentage of Consolidated EBITDA to be exceeded if calculated based on the Consolidated EBITDA on the date of such refinancing or replacement, without limitation, the Financial Covenants, any Total Leverage Ratio test, any Senior Secured Leverage Ratio test, and/or any Debt Service Coverage Ratio test), any calculation such percentage of a financial ratio or test that results in a negative number or zero shall Consolidated EBITDA will be deemed not to be exceeded so long as the principal amount of such refinancing or replacement Indebtedness, Preferred Stock, Disqualified Stock or other obligation does not be exceed an amount sufficient to repay the principal amount of such Indebtedness, Preferred Stock, Disqualified Stock or other obligation being refinanced or replaced, except by an amount equal to (x) the amount necessary to pay accrued and unpaid interest, fees, underwriting discounts and expenses, including any premium and defeasance costs Incurred in compliance connection with such financial ratio refinancing or testreplacement, (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be Incurred under ‎‎Section 7.2.

Certain Calculations. (a) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or financial test (including ‎Section 7.1 hereof, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Interest Coverage Ratio test) and/or the amount of Consolidated EBITDA or Consolidated Net Income, and irrespective of any use of the expression “at any one time outstanding” (or any similar expression), such financial ratio, financial test or amount shall, subject to Section 1.4, be calculated 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, financial test or amount 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. (b) Notwithstanding anything to the contrary herein, unless the Borrower Representative otherwise notifies the Administrative Agent, with respect to any amounts amount incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Credit Agreement that does not require compliance with a financial ratio or financial test (including, without limitation, the Financial Covenants, including any Total First Lien Net Leverage Ratio test, any Senior Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Debt Service Interest Coverage Ratio test) (any such amountsamount, including any amount drawn under the Revolving Facility or any other permitted revolving facility and any cap expressed as a percentage of Consolidated Net Income or Consolidated EBITDA, a “Fixed AmountsAmount”) substantially concurrently with any amounts incurred amount Incurred or transactions transaction entered into (or consummated) in reliance on a provision of this Credit Agreement that does not require requires compliance with a financial ratio or financial test (including, without limitation, the Financial Covenants, including any Total First Lien Net Leverage Ratio test, any Senior Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Debt Service Interest Coverage Ratio test) (any such amountsamount, the an “Incurrence-Based AmountsAmount”), it is understood and agreed that (i) the Fixed Amounts shall be disregarded in the calculation incurrence of the financial ratio or test applicable to the Incurrence-Based AmountsAmount shall be calculated first without giving effect to any Fixed Amount but giving full pro forma effect to the use of proceeds of such Fixed Amount and the related transactions and (ii) the incurrence of the Fixed Amount shall be calculated thereafter. The Company may elect that Unless the Borrower Representative elects otherwise, the Borrowers shall be deemed to have used amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any under an Incurrence-Based Amount or then available to the Borrowers prior to utilization of any amount under a Fixed Amount then available to the Borrowers. (c) For purposes of determining compliance at any time with Sections 7.2, 7.3, 7.5 and 7.7, in the event that any Indebtedness, Preferred Stock, Disqualified Stock, Lien, Restricted Payment, Investment or disposition 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 7.2 (other than Section 7.2(b)(i) in the case of Indebtedness incurred on the Closing Date), ‎7.3, 7.5 or 7.7 (other than pursuant to clause (6) of the definition of “Permitted Liens” as it relates to Section 7.2(b)(i) and clause (7)(i) of the definition of “Permitted Liens”)‎ (d) (each of the foregoing, including the categories and items set forth in component definitions thereof, a “Reclassifiable Item”), the Borrower Representative, in its sole discretion; provided, that unless the Company elects otherwisemay, each such amount or transaction will be deemed incurred, entered into or consummated first under any Incurrence-Based Amount to the maximum extent permitted thereunder. In addition, any amounts incurred or transactions entered into (or consummated) in reliance on Fixed Amounts shall be automatically and immediately reclassified at any time, unless the Company otherwise elects from time to time, divide, classify or reclassify such Reclassifiable Item (or portion thereof) under one or more clauses (or component definitions) 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 6.1(a) or following the initial incurrence or making of any such Reclassifiable Item, if such Reclassifiable Item could, based on such financial statements, have been incurred or made in reliance on ‎any “ratio-based” basket or exception, such Reclassifiable Item shall automatically be reclassified as having been incurred or made under such “ratio-based” basket or exception (in each case, subject to any other applicable provision of such “ratio-based” basket or exception); provided, further, that Indebtedness shall be reclassified only to the extent that any Lien in respect thereof would be permitted after such reclassification and any concurrent reclassification of such Lien. It is understood and agreed that any Indebtedness, Preferred Stock, Disqualified Stock, Lien, Restricted Payment, Investment, disposition and/or Affiliate Transaction need not be permitted solely by reference to one category under the applicable Incurrence-Based Amounts if the Company subsequently meets the applicable ratio for such Incurrence-Based Amounts on a pro forma basis. The amount of covenant, but may instead be permitted in part under any Investment at combination thereof or under any time shall be the amount of cash and the fair market value of other property actually invested (measured at the time made), without adjustment for subsequent changes in the value of such Investment, net of any return, whether a return of capital, interest, dividend or otherwise, with respect to such Investmentavailable exception. (be) To Notwithstanding anything to the extent any provision of this Credit Agreement requires compliance with a financial ratio or test (includingcontrary herein, without limitation, the Financial Covenants, any Total Leverage Ratio test, any Senior Secured Leverage Ratio test, and/or any Debt Service Coverage Ratio test), any calculation of a financial ratio or test that results in a negative number or zero shall be deemed but subject to not be in compliance with such financial ratio or test.Sections 1.4 and

Certain Calculations. (a) 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 Credit Agreement that does not require compliance with a financial ratio or test (including, without limitation, the Financial CovenantsCovenant, any Total Leverage Ratio test, test and/or any Senior Secured Leverage Ratio test, and/or any Debt Service 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 Credit Agreement that does not require compliance with a financial ratio or test (including, without limitation, the Financial CovenantsCovenant, any Total Leverage Ratio test, test and/or any Senior Secured Leverage Ratio test, and/or any Debt Service 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. The Company may elect that amounts incurred or transactions entered into (or consummated) be incurred or 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 Company elects otherwise, each such amount or transaction will be deemed incurred, entered into or consummated first under any Incurrence-Based Amount to the maximum extent permitted thereunder. In addition, any amounts incurred or transactions entered into (or consummated) in reliance on Fixed Amounts shall be automatically and immediately reclassified at any time, unless the Company otherwise elects from time to time, as incurred under the applicable Incurrence-Based Amounts if the Company subsequently meets the applicable ratio for such Incurrence-Based Amounts on a pro forma basis. The amount of any Investment at any time shall be the amount of cash and the fair market value of other property actually invested (measured at the time made), without adjustment for subsequent changes in the value of such Investment, net of any return, whether a return of capital, interest, dividend or otherwise, with respect to such Investment. (b) To the extent any provision of this Credit Agreement requires compliance with a financial ratio or test (including, without limitation, the Financial Covenants, any Total Leverage Ratio test, test and/or any Senior Secured Leverage Ratio test, and/or any Debt Service Coverage Ratio test), any calculation of a financial ratio or test that results in a negative number or zero shall be deemed to not be in compliance with such financial ratio or test.