Common use of Certain Compliance Calculations Clause in Contracts

Certain Compliance Calculations. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). Any calculation or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) may be determined with reference to the financial statements of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer).

Certain Compliance Calculations. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). Any calculation or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) may be determined with reference to the financial statements of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer)therewith.

Certain Compliance Calculations. (a) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a any ratio basket based on the Fixed Charge Coverage Ratioexceptions, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratiothresholds and baskets, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket exceptions, thresholds or baskets (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratiobaskets) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock Indebtedness that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio ratio based test. . (b) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a any ratio basket based on the Fixed Charge Coverage Ratioexceptions, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratiothresholds and baskets, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer Company and its Restricted Subsidiaries Subsidiaries. (as reasonably determined by the Issuer). c) Any calculation or measure that is determined with reference to the IssuerCompany’s financial statements (including, without limitation, including Consolidated EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt RatioFixed Charges, Fixed Charge Coverage Ratio, Fixed Charges, Consolidated Secured Leverage Ratio and Section 4.07(a)(B)(1) hereofConsolidated Total Leverage Ratio) may be determined with reference to the financial statements of any a Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests Capital Stock of the Issuer Company. (d) For purposes of making the computation referred to above, any Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, operational changes, business expansions and disposed or discontinued operations that have been made by the Company or any of its Restricted Subsidiaries, during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, operational changes, business expansions and disposed or discontinued operations (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, operational changes, business expansions or disposed or discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as determined if such Investment, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred at the beginning of the applicable reference period. (e) For purposes of this Section 1.5, whenever pro forma effect is to be given to a transaction (including the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or chief accounting officer of the IssuerCompany (and may include, for the avoidance of double, cost savings, operating expenses reductions and synergies resulting from such transactions which is being given pro forma effect). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire reference period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Finance Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Finance Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed with a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Company may designate.

Certain Compliance Calculations. Notwithstanding anything to the contrary hereinin this Indenture, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred incurred, any Restricted Payment is made or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Leverage Ratio or Debt to Consolidated Net Debt EBITDA Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other non-ratio-based basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on within the same datecovenant substantially concurrently. Each item of Indebtedness, Disqualified Stock or Preferred Stock Indebtedness that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Leverage Ratio or Debt to Consolidated Net Debt EBITDA Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Leverage Ratio or Debt to Consolidated Net Debt EBITDA Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer Company and its Restricted Subsidiaries (as reasonably determined by the IssuerCompany). Any calculation If a proposed action, matter, transaction or measure that is determined with reference amount (or a portion thereof) meets the criteria of more than one applicable basket, permission or threshold within an applicable covenant under this Indenture, the Company shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the Issuer’s date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds within such covenant as it shall elect from time to time. If the Company or any Restricted Subsidiary takes an action which at the time of the taking of such action would in the good faith determination of the Company be permitted under the applicable provisions of this Indenture based on the financial statements (includingavailable at such time, without limitationsuch action shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments, EBITDA, Consolidated Interest Expense, modifications or restatements made in good faith to such financial statements affecting Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) may be determined with reference to the EBITDA or other applicable financial statements of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer)metric.

Certain Compliance Calculations. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or assumed, any Restricted Payment is made or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred incurred, assumed or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio test. For the avoidance of doubt, when testing the availability under a ratio basket for purposes of making a Restricted Payment, Indebtedness (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or assumed or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). If a proposed action, matter, transaction or amount (or a portion thereof) meets the criteria of more than one applicable basket, permission or threshold under this Indenture, the Issuer shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation calculation, test or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Total Debt Ratio, Fixed Charge Coverage Ratio, Ratio and Fixed Charges, and Section 4.07(a)(B)(1) hereof) may be determined with reference to the financial statements of any Parent Entity a direct or indirect parent entity of the Issuer instead, so long as such Parent Entity does calculation, test or measure would not hold any material assets other than, directly differ by more than an immaterial amount when using the financial statements of such direct or indirectly, the Equity Interests indirect parent entity of the Issuer as compared to if such calculation, test or measure were made using the Issuer’s financial statements (as determined in good faith by the Issuer). Any ratios, tests or baskets required to be satisfied in order for a specific action to be permitted under this Indenture shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). If the Issuer or any Restricted Subsidiary takes an action which at the time of the taking of such action would in the good faith determination of the Issuer be permitted under the applicable provisions of this Indenture based on the financial statements available at such time, such action shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric.

Certain Compliance Calculations. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or assumed, any Restricted Payment is made or other transaction is undertaken (including a Limited Condition Transaction) in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Ratio or Consolidated Secured Total Debt Ratio or Consolidated Net Debt Ratioother ratio-based test, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other non-ratio-based basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on the same datesubstantially concurrently. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred incurred, assumed or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio test. Notwithstanding anything to For the contrary hereinavoidance of doubt, in when testing the event an item availability under a ratio basket for purposes of Indebtednessmaking a Restricted Payment, Disqualified Stock or Preferred Stock Indebtedness (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or other transaction is undertaken in reliance on issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. If a proposed action, matter, transaction or amount (or a portion thereof) meets the criteria of more than one applicable basket, permission or threshold under this Indenture, the Issuer shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the Fixed Charge Coverage Ratiodate of such reclassification) such action, Consolidated Secured Debt Ratio matter, transaction or Consolidated Net Debt Ratioamount (or a portion thereof) between such baskets, such ratio(s) permission or thresholds as it shall be calculated without regard elect from time to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer)time. Any calculation calculation, test or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, Consolidated EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Total Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(110.10(a)(IV)(3) hereof) in this Indenture may be determined with reference to the financial statements of any Parent Entity other direct or indirect parent entity of the Issuer instead, so long as such Parent Entity does calculation, test or measure would not hold any material assets other than, directly differ by more than an immaterial amount when using the financial statements of such direct or indirectly, the Equity Interests indirect parent entity of the Issuer as compared to if such calculation, test or measure were made using the Issuer’s financial statements (as determined in good faith by the Issuer). Any ratios, tests or baskets required to be satisfied in order for a specific action to be permitted under this Indenture shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). If the Issuer or any Restricted Subsidiary takes an action which at the time of the taking of such action would in the good faith determination of the Issuer be permitted under the applicable provisions of this Indenture based on the financial statements available at such time, such action shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments, modifications or restatements made in good faith to such financial statements affecting Consolidated Net Income, Consolidated EBITDA or other applicable financial metric.

Certain Compliance Calculations. Notwithstanding anything to the contrary hereinherein (except as set forth in the proviso to clause (c)(i) of Section 4.09 hereof), in the event an any item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issuedStock, any Lien is incurred Lien, Permitted Lien, Restricted Payment, Permitted Investment or other transaction is undertaken or action (any of the foregoing in reliance on a single transaction or a series of substantially concurrent related transactions) meets the criteria of one or more than one categories of exceptions, thresholds or baskets under this Indenture, including any financial ratio basket based on exceptions, thresholds or baskets (including the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio), (1) unless otherwise expressly provided in this Indenture, the Issuer will, in its sole discretion, be entitled to divide and classify and later re-divide and reclassify on or more occasions (based on circumstances existing on the date of any such ratio(sre-division and reclassification) shall be calculated with respect to any such incurrenceitem of Indebtedness, issuance Disqualified Stock or Preferred Stock, Lien, Permitted Lien, Restricted Payment, Permitted Investment or other transaction or action, in whole or in part, among one or more than one categories of exceptions, thresholds or baskets under this Indenture, and (2) availability and utilization of any category of financial ratio based exceptions, thresholds and baskets shall first be calculated without giving effect to amounts being to be utilized under any other basket category of exceptions, thresholds and baskets at such time of determination (including at the time of any initial division and classification and any later re-divisions and reclassifications) and thereafter, availability and utilization of any category of exceptions, thresholds and baskets that are not financial ratio based shall be calculated. Each item of item of Indebtedness, Disqualified Stock or Preferred Stock, Lien, Permitted Lien, Restricted Payment, Permitted Investment or other than a transaction or action will be deemed to have been incurred, issued, made or taken first, to the extent available, pursuant to any available categories of financial ratio basket based on exceptions, thresholds and baskets (including the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio) on the same dateas set forth above prior to any other category of exceptions, thresholds and baskets. Each If any item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred Stock, Lien, Permitted Lien, Restricted Payment, Permitted Investment or issued, each Lien incurred and each other transaction undertaken will or action (or any portion of the foregoing) previously divided and classified (or re-divided and reclassified) as set forth above under any category of non-financial ratio based exceptions, thresholds or baskets could subsequently be deemed to have been incurredre-divided and reclassified under a category of financial ratio based exceptions, issued thresholds or taken first, to baskets (including the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio testRatio), such re-division and reclassification shall be deemed to occur automatically and such item of Indebtedness, Disqualified Stock or Preferred Stock, Lien, Permitted Lien, Restricted Payment, Permitted Investment or other transaction or action (or any portion of the foregoing) shall cease to be deemed made or outstanding for purposes of any category of exceptions, thresholds and baskets that are not financial ratio based. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). Any calculation or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) may be determined with reference to the financial statements of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer)therewith.

Certain Compliance Calculations. Notwithstanding anything to the contrary hereinin this Indenture, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance assumption or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is Lien incurred or issuedassumed, each Lien incurred Sale and Lease-Back Transaction entered into and each other transaction undertaken will be deemed to have been incurred, issued assumed or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). If a proposed action, matter, transaction or amount (or a portion thereof) meets the criteria of more than one applicable basket, permission or threshold under this Indenture, the Issuer shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation calculation, test or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Total Debt Ratio, Fixed Charge Coverage Ratio, Ratio and Fixed Charges, and Section 4.07(a)(B)(1) hereof) may be determined with reference to the financial statements of any Parent Entity a direct or indirect parent entity of the Issuer instead, so long as such Parent Entity does calculation, test or measure would not hold any material assets other than, directly differ by more than an immaterial amount when using the financial statements of such direct or indirectly, the Equity Interests indirect parent entity of the Issuer as compared to if such calculation, test or measure were made using the Issuer’s financial statements (as determined in good faith by the Issuer). Any ratios, tests or baskets required to be satisfied in order for a specific action to be permitted under this Indenture shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). If the Issuer or any Restricted Subsidiary takes an action which at the time of the taking of such action would in the good faith determination of the Issuer be permitted under the applicable provisions of this Indenture based on the financial statements available at such time, such action shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric.

Certain Compliance Calculations. Notwithstanding anything to the contrary hereinin this Indenture, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or assumed, any Restricted Payment is made or other transaction is undertaken (including a Limited Condition Transaction) in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other non-ratio-based basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on the same datesubstantially concurrently. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred incurred, assumed or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio test. Notwithstanding anything to For the contrary hereinavoidance of doubt, in when testing the event an item availability under a ratio basket for purposes of Indebtednessmaking a Restricted Payment, Disqualified Stock or Preferred Stock Indebtedness (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or other transaction is undertaken in reliance on issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. If a proposed action, matter, transaction or amount (or a portion thereof) meets the criteria of more than one applicable basket, permission or threshold under this Indenture, the Issuer shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the Fixed Charge Coverage Ratiodate of such reclassification) such action, Consolidated Secured Debt Ratio matter, transaction or Consolidated Net Debt Ratioamount (or a portion thereof) between such baskets, such ratio(s) permission or thresholds as it shall be calculated without regard elect from time to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer)time. Any calculation calculation, test or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Total Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and clause (C)(1) of Section 4.07(a)(B)(14.07(a) hereof) hereof may be determined with reference to the financial statements of any Parent Entity a direct or indirect parent entity of the Issuer instead, so long as such Parent Entity does calculation, test or measure would not hold any material assets other than, directly differ by more than an immaterial amount when using the financial statements of such direct or indirectly, the Equity Interests indirect parent entity of the Issuer as compared to if such calculation, test or measure were made using the Issuer’s financial statements (as determined in good faith by the Issuer). Any ratios, tests or baskets required to be satisfied in order for a specific action permitted under this Indenture shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). If the Issuer or any Restricted Subsidiary takes an action which at the time of the taking of such action would in the good faith determination of the Issuer be permitted under the applicable provisions of the Indenture based on the financial statements available at such time, such action shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments, modifications or restatements made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric.

Certain Compliance Calculations. Notwithstanding anything to the contrary hereinin this Indenture, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or assumed, any Restricted Payment is made or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, assumption, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred incurred, assumed or issued, each Lien incurred or assumed and each other transaction undertaken will be deemed to have been incurred, assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio test. For the avoidance of doubt, when testing the availability under a ratio basket for purposes of making a Restricted Payment, Indebtedness (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or assumed or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith therewith. If a proposed action, matter, transaction or amount (2or a portion thereof) used to finance working capital needs meets the criteria of more than one applicable basket, permission or threshold under this Indenture, the Issuer and its Restricted Subsidiaries shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as reasonably determined by the Issuer)it shall elect from time to time. Any calculation calculation, test or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Total Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and clause (C)(1) of Section 4.07(a)(B)(14.07(a) hereof) hereof may be determined with reference to the financial statements of any Parent Entity a direct or indirect parent entity of the Issuer instead, so long as such Parent Entity does calculation, test or measure would not hold any material assets other than, directly differ by more than an immaterial amount when using the financial statements of such direct or indirectly, the Equity Interests indirect parent entity of the Issuer as compared to if such calculation, test or measure were made using the Issuer’s financial statements (as determined in good faith by the Issuer). Any ratios, tests or baskets required to be satisfied in order for a specific action to be permitted under this Indenture shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). If the Issuer or any Restricted Subsidiary takes an action which at the time of the taking of such action would in the good faith determination of the Issuer be permitted under the applicable provisions of this Indenture based on the financial statements available at such time, such action shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or any other applicable financial metric.

Certain Compliance Calculations. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or assumed, any Restricted Payment is made or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred incurred, assumed or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio test. For the avoidance of doubt, when testing the availability under a ratio basket for purposes of making a Restricted Payment, Indebtedness (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or assumed or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). If a proposed action, matter, transaction or amount (or a portion thereof) meets the criteria of more than one applicable basket, permission or threshold under this Indenture, the Issuer shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation calculation, test or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Total Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and clause (C)(1) of Section 4.07(a)(B)(14.07(a) hereof) may be determined with reference to the financial statements of any Parent Entity a direct or indirect parent entity of the Issuer instead, so long as such Parent Entity does calculation, test or measure would not hold any material assets other than, directly differ by more than an immaterial amount when using the financial statements of such direct or indirectly, the Equity Interests indirect parent entity of the Issuer as compared to if such calculation, test or measure were made using the Issuer’s financial statements (as determined in good faith by the Issuer). Any ratios, tests or baskets required to be satisfied in order for a specific action to be permitted under this Indenture shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). If the Issuer or any Restricted Subsidiary takes an action which at the time of the taking of such action would in the good faith determination of the Issuer be permitted under the applicable provisions of this Indenture based on the financial statements available at such time, such action shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric.

Certain Compliance Calculations. For purposes of (i) determining compliance with any provision of this Indenture which requires the calculation of financial ratios or measures (includ- ing the Consolidated First Lien Net Leverage Ratio, the Fixed Charge Coverage Ratio or the Consolidated Total Net Leverage Ratio), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under baskets set forth in this Indenture (including baskets measured as a percentage of total assets or EBITDA or LTM EBITDA), in each case in connection with a specified transaction or event (each, a “Specified Transaction”), this Indenture shall include provisions to the effect that, at the option of the Lead Issuer, such determination may be made (1) at the time the de- finitive agreement with respect to such Specified Transaction has been signed, (2) at the time such Speci- fied Transaction is consummated or (3) at the time an irrevocable notice of repayment of Indebtedness is issued in connection with such Specified Transaction; provided that, in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Specified Transac- tion prior to the earlier of (x) the date on which such Specified Transaction is consummated and (y) the date that the definitive agreement for such Specified Transaction is terminated, expires or passes, as appli- cable, without consummation of such Specified Transaction, any such ratio, test or basket shall be deter- mined or tested giving pro forma effect to such Specified Transaction. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Disquali- fied Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Consol- idated First Lien Net Leverage Ratio or Consolidated Total Net Debt Leverage Ratio, such ratio(s) shall be calculated cal- culated with respect to such incurrence, issuance or other transaction without giving effect to amounts being be- ing utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt First Lien Net Leverage Ratio or Consolidated Total Net Debt Leverage Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred in- curred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt First Lien Net Leverage Ratio or Consolidated Total Net Debt Leverage Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Disquali- fied Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Consol- idated First Lien Net Leverage Ratio or Consolidated Total Net Debt Leverage Ratio, such ratio(s) shall be calculated cal- culated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer)therewith. Any calculation or measure that is determined with reference to the Lead Issuer’s financial statements state- ments (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt First Lien Net Leverage Ratio, Consolidated Total Net Debt Leverage Ratio, Fixed Charge Coverage Cov- erage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) the Cumulative Credit may be determined with reference to the financial statements of any Parent Entity a direct or indirect parent entity of the Lead Issuer instead, so long as such Parent Entity parent entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Lead Issuer (as determined in good faith by the Lead Issuer).

Certain Compliance Calculations. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or assumed, any Restricted Payment is made or other transaction is undertaken (including a Limited Condition Transaction) in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other non-ratio-based basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on the same datesubstantially concurrently. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred incurred, assumed or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio test. For the avoidance of doubt, when testing the availability under a ratio basket for purposes of making a Restricted Payment, Indebtedness (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or assumed, any Restricted Payment is made or other transaction is undertaken (including a Limited Condition Transaction) in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). If a proposed action, matter, transaction or amount (or a portion thereof) meets the criteria of more than one applicable basket, permission or threshold under this Indenture, the Issuer shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation calculation, test or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Total Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and clause (B)(1) of Section 4.07(a)(B)(14.07(a) hereof) may be determined with reference to the financial statements of any Parent Entity a direct or indirect parent entity of the Issuer instead, so long as such Parent Entity does calculation, test or measure would not hold any material assets other than, directly differ by more than an immaterial amount when using the financial statements of such direct or indirectly, the Equity Interests indirect parent entity of the Issuer as compared to if such calculation, test or measure were made using the Issuer’s financial statements (as determined in good faith by the Issuer). Any ratios, tests or baskets required to be satisfied in order for a specific action to be permitted under this Indenture shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). If the Issuer or any Restricted Subsidiary takes an action which at the time of the taking of such action would in the good faith determination of the Issuer be permitted under the applicable provisions of this Indenture based on the financial statements available at such time, such action shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments, modifications or restatements made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric.

Certain Compliance Calculations. Notwithstanding anything (a) If any baskets, thresholds or exceptions in a particular covenant determined by reference to a fixed currency amount or a percentage of Annual Adjusted Operating Income (“fixed baskets”) are intended to be utilized together with any baskets, thresholds or exceptions determined by reference to the contrary hereinConsolidated Senior Secured Leverage Ratio, the Consolidated Total Secured Leverage Ratio, the Cash Flow Ratio, the Fixed Charge Coverage Ratio or any other financial ratio or metric (a “ratio-based basket”) in a single transaction or action or series of related transactions or actions under the event an item same covenant (for the purposes of Indebtednessthis paragraph, Disqualified Stock a “Relevant Transaction”): (x) amounts available to be incurred under the applicable ratio-based baskets shall be calculated without giving effect to amounts to be incurred under the applicable fixed baskets in connection with such Relevant Transaction and (y) full pro forma effect shall be given to all increases to Annual Adjusted Operating Income and repayments or Preferred Stock discharges of Indebtedness in connection with such Relevant Transaction in accordance with this Indenture. Neither the Trustee nor the Collateral Agent shall have any obligation or responsibility to make any calculations hereunder. (b) If Indebtedness originally incurred in reliance upon a percentage of any financial ratio is being refinanced and such refinancing would cause the maximum amount of Indebtedness thereunder to be exceeded at such time, then such refinancing will nevertheless be permitted thereunder and such additional Indebtedness will be deemed to have been incurred under the applicable clause so long as the principal amount of such additional Indebtedness does not exceed the principal amount of Indebtedness being refinanced plus the Additional Refinancing Amount. (c) If (x) a proposed action, matter, transaction or amount (or any a portion thereof) is incurred or issued, any Lien is incurred entered into pursuant to a fixed basket or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under grower component of any other basket and (other than y) at a later time would 4869-1723-0772 v.7 subsequently be permitted under a ratio basket based basket, unless otherwise elected by the Company, such action, matter, transaction or amount (or a portion thereof) shall automatically be reclassified to such ratio based basket. (d) If (x) any transaction is entered into between (A) the Company or any Restricted Subsidiary and (B) any other Person which is not a Restricted Subsidiary on the Fixed Charge Coverage Ratiodate of such transaction; (y) such transaction is permitted pursuant to a fixed basket or an incurrence-based basket; and (z) following such transaction, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on the same date. Each item of Indebtednesssuch other Person becomes a Restricted Subsidiary, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other such transaction undertaken will shall be deemed to have been incurredbe reallocated to any applicable basket allowing transactions of such type to be entered into on an unlimited basis between the Company and a Restricted Subsidiary or between Restricted Subsidiaries. (e) If a proposed action, issued matter, transaction or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock amount (or any a portion thereof) is incurred meets the criteria of more than one applicable basket, permission or issuedthreshold under this Indenture, any Lien is incurred the Company shall be entitled to divide or other transaction is undertaken in reliance on a ratio basket classify or later divide or reclassify (based on circumstances existing on the Fixed Charge Coverage Ratiodate of such reclassification) such action, Consolidated Secured Debt Ratio matter or Consolidated Net Debt Ratioamount (or a portion thereof) between such baskets, such ratio(spermissions or thresholds as it shall elect from time to time; provided that Indebtedness under the Credit Agreement outstanding on the Issue Date shall at all times be classified as incurred under Section 4.09(b)(1) and (y) Indebtedness under the Credit Agreement outstanding on the Issue Date shall be calculated without regard to the incurrence of any Indebtedness deemed secured under any revolving facility or letter of credit facility clause (15) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer definition of “Permitted Liens” on the Issue Date and its Restricted Subsidiaries (as reasonably determined by the Issuer). Any calculation or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) may not be determined with reference to the financial statements of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer)reclassified.

Certain Compliance Calculations. Notwithstanding anything (a) If any baskets, thresholds or exceptions determined by reference to a fixed currency amount or a percentage of Total Assets (“fixed baskets”) are intended to be utilized together with any baskets, thresholds or exceptions determined by reference to the contrary hereinConsolidated First Lien Secured Debt Ratio, the Consolidated Total Debt Ratio, the Fixed Charge Coverage Ratio or any other financial ratio or metric (a “ratio-based basket”) in a single transaction or action or series of related transactions or actions (for the event an item purposes of Indebtednessthis paragraph, Disqualified Stock a “Relevant Transaction”): (x) amounts available to be incurred under the applicable ratio-based baskets shall be calculated without giving effect to amounts to be incurred under the applicable fixed baskets in connection with such Relevant Transaction and (y) full pro forma effect shall be given to all increases to Consolidated EBITDA and repayments or Preferred Stock discharges of Indebtedness in connection with such Relevant Transaction in accordance with this Indenture. (b) If Indebtedness originally incurred in reliance upon a percentage of Total Assets is being refinanced and such refinancing would cause the maximum amount of Indebtedness thereunder to be exceeded at such time, then such refinancing will nevertheless be permitted thereunder and such additional Indebtedness will be deemed to have been incurred under the applicable clause so long as the principal amount of such additional Indebtedness does not exceed the principal amount of Indebtedness being refinanced plus the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing. (c) If (x) a proposed action, matter, transaction or amount (or any a portion thereof) is incurred or issued, any Lien is incurred entered into pursuant to a fixed basket or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under grower component of any other basket and (other than y) at a later time would subsequently be permitted under a ratio basket based basket, unless otherwise elected by the Company, such action, matter, transaction or amount (or a portion thereof) shall automatically be reclassified to such ratio based basket. (d) If (x) any transaction is entered into between (A) Parent or any Restricted Subsidiary and (B) any other Person which is not a Restricted Subsidiary on the Fixed Charge Coverage Ratiodate of such transaction; (y) such transaction is permitted pursuant to a fixed basket or an incurrence-based basket; and (z) following such transaction, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on the same date. Each item of Indebtednesssuch other Person becomes a Restricted Subsidiary, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other such transaction undertaken will shall be deemed to have been incurredbe reallocated to any applicable basket allowing transactions of such type to be entered into on an unlimited basis between Parent and a Restricted Subsidiary or between Restricted Subsidiaries. (e) If a proposed action, issued matter, transaction or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock amount (or any a portion thereof) is incurred meets the criteria of more than one applicable basket, permission or issuedthreshold under this Indenture, any Lien is incurred the Company shall be entitled to divide or other transaction is undertaken in reliance on a ratio basket classify or later divide or reclassify (based on circumstances existing on the Fixed Charge Coverage Ratiodate of such reclassification) such action, Consolidated Secured Debt Ratio matter or Consolidated Net Debt Ratioamount (or a portion thereof) between such baskets, such ratio(spermissions or thresholds as it shall elect from time to time, provided that (x) Indebtedness under the ABL Credit Agreement and the Term Loan Credit Agreement outstanding on the Issue Date shall at all times be classified as incurred under Section 4.09(b)(1) and (y) Indebtedness under the ABL Credit Agreement and the Term Loan Credit Agreement outstanding on the Issue Date shall be calculated without regard to the incurrence of any Indebtedness deemed secured under any revolving facility or letter of credit facility clause (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer definition of “Permitted Liens” on the Issue Date and its Restricted Subsidiaries (as reasonably determined by the Issuer). Any calculation or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) may not be determined with reference to the financial statements of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer)reclassified.

Certain Compliance Calculations. (a) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a any ratio basket based on the Fixed Charge Coverage Ratioexceptions, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratiothresholds and baskets, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket exceptions, thresholds or baskets (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratiobaskets) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock Indebtedness that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio ratio based test. . (b) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a any ratio basket based on the Fixed Charge Coverage Ratioexceptions, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratiothresholds and baskets, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer Company and its Restricted Subsidiaries Subsidiaries. (as reasonably determined by the Issuer). c) Any calculation or measure that is determined with reference to the IssuerCompany’s financial statements (including, without limitation, including Consolidated EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt RatioFixed Charges, Fixed Charge Coverage Ratio, Fixed Charges, Consolidated Secured Leverage Ratio and Section 4.07(a)(B)(1) hereofConsolidated Total Leverage Ratio) may be determined with reference to the financial statements of any a Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests Capital Stock of the Issuer Company. (d) For purposes of making the computation referred to above, any Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, operational changes, business expansions and disposed or discontinued operations that have been made by the Company or any of its Restricted Subsidiaries, during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, operational changes, business expansions and disposed or discontinued operations (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, operational change, business expansion or disposed or discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as determined if such Investment, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred at the beginning of the applicable reference period. (e) For purposes of this Section 1.5, whenever pro forma effect is to be given to a transaction (including the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or chief accounting officer of the IssuerCompany (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such transactions which is being given pro forma effect). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire reference period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Finance Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Finance Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed with a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Company may designate.

Certain Compliance Calculations. Notwithstanding anything (a) If any baskets, thresholds or exceptions determined by reference to a fixed currency amount or a percentage of Consolidated EBITDA (“fixed baskets”) are intended to be utilized together with any baskets, thresholds or exceptions determined by reference to the contrary hereinSecured Leverage Ratio, the Total Net Leverage Ratio, the Consolidated Fixed Charge Coverage Ratio or any other financial ratio or metric (a “ratio-based basket”) in a single transaction or action or series of related transactions or actions (for the event an item purposes of Indebtednessthis paragraph, Disqualified Stock a “Relevant Transaction”): (x) amounts available to be incurred under the applicable ratio-based baskets shall be calculated without giving effect to amounts to be incurred under the applicable fixed baskets in connection with such Relevant Transaction and (y) full pro forma effect shall be given to all increases to Consolidated EBITDA and repayments or Preferred Stock discharges of Indebtedness in connection with such Relevant Transaction in accordance with the indenture. (b) If Indebtedness originally incurred in reliance upon a percentage of Consolidated EBITDA is being refinanced and such refinancing would cause the maximum amount of Indebtedness thereunder to be exceeded at such time, then such refinancing will nevertheless be permitted thereunder and such additional Indebtedness will be deemed to have been incurred under the applicable clause so long as the principal amount of such additional Indebtedness does not exceed the principal amount of Indebtedness being refinanced plus the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing. (c) If (x) a proposed action, matter, transaction or amount (or any a portion thereof) is incurred or issued, any Lien is incurred entered into pursuant to a fixed basket or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under grower component of any other basket and (y) at a later time would subsequently be permitted under a ratio-based basket, unless otherwise elected by the Issuer, such action, matter, transaction or amount (or a portion thereof) shall automatically be reclassified to such ratio-based basket. (d) If (x) any transaction is entered into between (A) the Issuer or any Restricted Subsidiary and (B) any other than Person which is not the Issuer or a ratio basket based Restricted Subsidiary on the Fixed Charge Coverage Ratiodate of such transaction; (y) such transaction is permitted pursuant to a fixed basket or an incurrence-based basket; and (z) following such transaction, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on the same date. Each item of Indebtednesssuch other Person becomes a Restricted Subsidiary, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other such transaction undertaken will shall be deemed to have been incurredbe reallocated to any applicable basket allowing transactions of such type to be entered into on an unlimited basis between the Issuer and a Restricted Subsidiary or between Restricted Subsidiaries. (e) If a proposed action, issued matter, transaction or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock amount (or any a portion thereof) is incurred meets the criteria of more than one applicable basket, permission or issuedthreshold under the indenture, any Lien is incurred the Issuer shall be entitled to divide or other transaction is undertaken in reliance on a ratio basket classify or later divide or reclassify (based on circumstances existing on the Fixed Charge Coverage Ratiodate of such reclassification) such action, Consolidated Secured Debt Ratio matter or Consolidated Net Debt Ratioamount (or a portion thereof) between such baskets, such ratio(s) permissions or thresholds as it shall be calculated without regard elect from time to the incurrence of any time, provided that Indebtedness under any revolving facility or letter of credit facility the Credit Facilities outstanding on the Issue Date shall at all times be classified as incurred under clause (1) immediately prior to or of “Permitted Debt” in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer)Section 4.10 hereof. Any calculation or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) may be determined with reference to the financial statements of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer).ARTICLE Two THE NOTES

Certain Compliance Calculations. Notwithstanding anything (a) If any baskets, thresholds or exceptions determined by reference to a fixed currency amount or a percentage of Consolidated EBITDA (“fixed baskets”) are intended to be utilized together with any baskets, thresholds or exceptions determined by reference to the contrary hereinConsolidated Secured Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Fixed Charges Coverage Ratio or any other financial ratio or metric (a “ratio-based basket”) in a single transaction or action or series of related transactions or actions (for the event an item purposes of Indebtednessthis paragraph, Disqualified Stock a “Relevant Transaction”): (x) amounts available to be incurred under the applicable ratio-based baskets shall be calculated without giving effect to amounts to be incurred under the applicable fixed baskets in connection with such Relevant Transaction and (y) full pro forma effect shall be given to all increases to Consolidated EBITDA and repayments or Preferred Stock discharges of Debt in connection with such Relevant Transaction in accordance with this Indenture. (b) If Debt originally incurred in reliance upon a percentage of Consolidated EBITDA is being Refinanced and such Refinancing would cause the maximum amount of Debt thereunder to be exceeded at such time, then such Refinancing will nevertheless be permitted thereunder and such additional Debt will be deemed to have been incurred under the applicable clause so long as the principal amount of such additional Debt does not exceed the principal amount of Debt being Refinanced plus the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such Refinancing. (c) If (x) a proposed action, matter, transaction or amount (or any a portion thereof) is incurred or issued, any Lien is incurred entered into pursuant to a fixed basket or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under grower component of any other basket and (y) at a later time would subsequently be permitted under a ratio-based basket, unless otherwise elected by the Company, such action, matter, transaction or amount (or a portion thereof) shall automatically be reclassified to such ratio-based basket. (d) If (x) any transaction is entered into between (A) the Company or any Restricted Subsidiary and (B) any other than Person which is not a ratio basket based Restricted Subsidiary on the Fixed Charge Coverage Ratiodate of such transaction; (y) such transaction is permitted pursuant to a fixed basket or an incurrence-based basket; and (z) following such transaction, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on the same date. Each item of Indebtednesssuch other Person becomes a Restricted Subsidiary, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other such transaction undertaken will shall be deemed to have been incurredbe reallocated to any applicable basket allowing transactions of such type to be entered into on an unlimited basis between the Company and a Restricted Subsidiary or between Restricted Subsidiaries. (e) If a proposed action, issued matter, transaction or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock amount (or any a portion thereof) is incurred meets the criteria of more than one applicable basket, permission or issuedthreshold under this Indenture, any Lien is incurred the Company shall be entitled to divide or other transaction is undertaken in reliance on a ratio basket classify or later divide or reclassify (based on circumstances existing on the Fixed Charge Coverage Ratiodate of such reclassification) such action, Consolidated Secured matter or amount (or a portion thereof) between such baskets, permissions or thresholds as it shall elect from time to time, provided that Debt Ratio or Consolidated Net Debt Ratio, such ratio(sunder the Credit Agreement outstanding on the Issue Date shall at all times be classified as incurred under clause (ii) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). Any calculation or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) may be determined with reference to the financial statements definition of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer)“Permitted Debt.”

Certain Compliance Calculations. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or assumed, any Restricted Payment is made or other transaction is undertaken (including a Limited Condition Transaction) in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt RatioRatio or other ratio-based test, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other non-ratio-based basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on the same datesubstantially concurrently. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred incurred, assumed or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio test. For the avoidance of doubt, when testing the availability under a ratio basket for purposes of making a Restricted Payment, Indebtedness (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred committed, incurred, assumed or issued, any Lien is incurred committed, incurred, assumed or issued, any Restricted Payment is made or any other transaction is undertaken (including a Limited Condition Transaction) in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt RatioRatio or other ratio-based test, such ratio(s) shall be calculated without regard to the commitment or incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer Parent Guarantor and its Restricted Subsidiaries (as reasonably determined by the Parent Guarantor or the Issuer). If a proposed action, matter, transaction or amount (or a portion thereof) meets the criteria of more than one applicable basket, permission or threshold under this Indenture, the Issuer shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permissions or thresholds as it shall elect from time to time. Any calculation calculation, test or measure that is determined with reference to the IssuerParent Guarantor’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Total Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1clause (B)(1) of ‎Section 4.07(a) hereof) may be determined with reference to the financial statements of any Parent Entity a direct or indirect parent entity of the Issuer Parent Guarantor instead, so long as such Parent Entity does calculation, test or measure would not hold any material assets other than, directly differ by more than an immaterial amount when using the financial statements of such direct or indirectly, the Equity Interests indirect parent entity of the Issuer Parent Guarantor as compared to if such calculation, test or measure were made using the Parent Guarantor’s financial statements (as determined in good faith by the Parent Guarantor or the Issuer). Any ratios, tests or baskets required to be satisfied in order for a specific action to be permitted under this Indenture shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). If the Parent Guarantor or any Restricted Subsidiary takes an action which at the time of the taking of such action would in the good faith determination of the Parent Guarantor be permitted under the applicable provisions of this Indenture based on the financial statements available at such time, such action shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments, modifications or restatements made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric.

Certain Compliance Calculations. Notwithstanding anything (a) If any baskets, thresholds or exceptions determined by reference to a fixed currency amount or a percentage of Consolidated EBITDA (“fixed baskets”) are intended to be utilized together with any baskets, thresholds or exceptions determined by reference to the contrary hereinConsolidated Secured Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Fixed Charges Coverage Ratio or any other financial ratio or metric (a “ratio-based basket”) in a single transaction or action or series of related transactions or actions (for the event an item purposes of Indebtednessthis paragraph, Disqualified Stock a “Relevant Transaction”): (x) amounts available to be incurred under the applicable ratio-based baskets shall be calculated without giving effect to amounts to be incurred under the applicable fixed baskets in connection with such Relevant Transaction and (y) full pro forma effect shall be given to all increases to Consolidated EBITDA and repayments or Preferred Stock discharges of Debt in connection with such Relevant Transaction in accordance with this Indenture. (b) If Debt originally incurred in reliance upon a percentage of Consolidated EBITDA or any other financial ratio or metric is being Refinanced and such Refinancing would cause the maximum amount of Debt thereunder to be exceeded at such time, then such Refinancing will nevertheless be permitted thereunder and such additional Debt will be deemed to have been incurred under the applicable clause so long as the principal amount of such additional Debt does not exceed the principal amount of Debt being Refinanced plus the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such Refinancing. (c) If (x) a proposed action, matter, transaction or amount (or any a portion thereof) is incurred or issued, any Lien is incurred entered into pursuant to a fixed basket or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under grower component of any other basket and (y) at a later time would subsequently be permitted under a ratio-based basket, unless otherwise elected by the Issuer, such action, matter, transaction or amount (or a portion thereof) shall automatically be reclassified to such ratio-based basket. (d) If (x) any transaction is entered into between (A) the Issuer or any Restricted Subsidiary and (B) any other than Person which is not a ratio basket based Restricted Subsidiary on the Fixed Charge Coverage Ratiodate of such transaction; (y) such transaction is permitted pursuant to a fixed basket or an incurrence-based basket; and (z) following such transaction, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on the same date. Each item of Indebtednesssuch other Person becomes a Restricted Subsidiary, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other such transaction undertaken will shall be deemed to have been incurredbe reallocated to any applicable basket allowing transactions of such type to be entered into on an unlimited basis between the Issuer and a Restricted Subsidiary or between Restricted Subsidiaries. (e) If a proposed action, issued matter, transaction or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock amount (or any a portion thereof) is incurred meets the criteria of more than one applicable basket, permission or issuedthreshold under this Indenture, any Lien is incurred the Issuer shall be entitled to divide or other transaction is undertaken in reliance on a ratio basket classify or later divide or reclassify (based on circumstances existing on the Fixed Charge Coverage Ratiodate of such reclassification) such action, Consolidated Secured matter or amount (or a portion thereof) between such baskets, permissions or thresholds as it shall elect from time to time, provided that Debt Ratio or Consolidated Net Debt Ratio, such ratio(sunder the Credit Agreement outstanding on the Issue Date shall at all times be classified as incurred under clause (ii) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). Any calculation or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) may be determined with reference to the financial statements definition of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer)“Permitted Debt.”

Certain Compliance Calculations. (a) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a any ratio basket based on the Fixed Charge Coverage Ratioexceptions, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratiothresholds and baskets, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket exceptions, thresholds or baskets (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratiobaskets) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock Indebtedness that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio ratio based test. . (b) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a any ratio basket based on the Fixed Charge Coverage Ratioexceptions, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratiothresholds and baskets, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer Company and its Restricted Subsidiaries Subsidiaries. (as reasonably determined by the Issuer). c) Any calculation or measure that is determined with reference to the IssuerCompany’s financial statements (including, without limitation, including Consolidated EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt RatioFixed Charges, Fixed Charge Coverage Ratio, Fixed Charges, Consolidated Secured Leverage Ratio and Section 4.07(a)(B)(1) hereofConsolidated Total Leverage Ratio) may be determined with reference to the financial statements of any a Parent Entity of the Issuer instead, so long as such Parent Entity is a Guarantor and does not hold any material assets other than, directly or indirectly, the Equity Interests Capital Stock of the Issuer Company. (d) For purposes of making the computation referred to above, any Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, operational changes, business expansions and disposed or discontinued operations that have been made by the Company or any of its Restricted Subsidiaries, during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, operational changes, business expansions and disposed or discontinued operations (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, operational changes, business expansions or disposed or discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as determined if such Investment, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred at the beginning of the applicable reference period. (e) For purposes of this Section 1.5, whenever pro forma effect is to be given to a transaction (including the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or chief accounting officer of the IssuerCompany (and may include, for the avoidance of double, cost savings, operating expenses reductions and synergies resulting from such transactions which is being given pro forma effect). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire reference period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Finance Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Finance Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed with a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Company may designate.

Certain Compliance Calculations. Notwithstanding anything (a) If any baskets, thresholds or exceptions determined by reference to a fixed currency amount or a percentage of Total Assets (“fixed baskets”) are intended to be utilized together with any baskets, thresholds or exceptions determined by reference to the contrary hereinConsolidated Secured Debt Ratio, the Consolidated Total Debt Ratio, the Fixed Charge Coverage Ratio or any other financial ratio or metric (a “ratio-based basket”) in a single transaction or action or series of related transactions or actions (for the event an item purposes of Indebtednessthis paragraph, Disqualified Stock a “Relevant Transaction”): (x) amounts available to be incurred under the applicable ratio-based baskets shall be calculated without giving effect to amounts to be incurred under the applicable fixed baskets in connection with such Relevant Transaction and (y) full pro forma effect shall be given to all increases to Consolidated EBITDA and repayments or Preferred Stock discharges of Indebtedness in connection with such Relevant Transaction in accordance with this Indenture. (b) If Indebtedness originally incurred in reliance upon a percentage of Total Assets is being refinanced and such refinancing would cause the maximum amount of Indebtedness thereunder to be exceeded at such time, then such refinancing will nevertheless be permitted thereunder and such additional Indebtedness will be deemed to have been incurred under the applicable clause so long as the principal amount of such additional Indebtedness does not exceed the principal amount of Indebtedness being refinanced plus the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing. (c) If (x) a proposed action, matter, transaction or amount (or any a portion thereof) is incurred or issued, any Lien is incurred entered into pursuant to a fixed basket or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under grower component of any other basket and (other than y) at a later time would subsequently be permitted under a ratio basket based basket, unless otherwise elected by the Company, such action, matter, transaction or amount (or a portion thereof) shall automatically be reclassified to such ratio based basket. (d) If (x) any transaction is entered into between (A) Parent or any Restricted Subsidiary and (B) any other Person which is not a Restricted Subsidiary on the Fixed Charge Coverage Ratiodate of such transaction; (y) such transaction is permitted pursuant to a fixed basket or an incurrence-based basket; and (z) following such transaction, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on the same date. Each item of Indebtednesssuch other Person becomes a Restricted Subsidiary, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other such transaction undertaken will shall be deemed to have been incurredbe reallocated to any applicable basket allowing transactions of such type to be entered into on an unlimited basis between Parent and a Restricted Subsidiary or between Restricted Subsidiaries. (e) If a proposed action, issued matter, transaction or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock amount (or any a portion thereof) is incurred meets the criteria of more than one applicable basket, permission or issuedthreshold under this Indenture, any Lien is incurred the Company shall be entitled to divide or other transaction is undertaken in reliance on a ratio basket classify or later divide or reclassify (based on circumstances existing on the Fixed Charge Coverage Ratiodate of such reclassification) such action, Consolidated Secured Debt Ratio matter or Consolidated Net Debt Ratioamount (or a portion thereof) between such baskets, such ratio(spermissions or thresholds as it shall elect from time to time, provided that (x) Indebtedness under the ABL Credit Agreement and the Term Loan Credit Agreement outstanding on the Issue Date shall at all times be classified as incurred under Section 4.09(b)(1) and (y) Indebtedness under the ABL Credit Agreement and the Term Loan Credit Agreement outstanding on the Issue Date shall be calculated without regard to the incurrence of any Indebtedness deemed secured under any revolving facility or letter of credit facility clause (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer definition of “Permitted Liens” on the Issue Date and its Restricted Subsidiaries (as reasonably determined by the Issuer). Any calculation or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) may not be determined with reference to the financial statements of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer)reclassified.

Certain Compliance Calculations. (a) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or assumed, any Restricted Payment is made or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Net Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, assumption, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Net Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred incurred, assumed or issued, each Lien incurred or assumed and each other transaction undertaken will be deemed to have been incurred, assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Net Debt Ratio test. For the avoidance of doubt, when testing the availability under a ratio basket for purposes of making a Restricted Payment, Indebtedness (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. (b) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or assumed or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Net Debt Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). . (c) If a proposed action, matter, transaction or amount (or a portion thereof) meets the criteria of more than one applicable basket, permission or threshold under this Indenture, the Issuer shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. (d) Any calculation calculation, test or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof4.07(a)(iv)(C)(1) may be determined with reference to the financial statements of any Parent Entity a direct or indirect parent entity of the Issuer instead, so long as such Parent Entity does calculation, test or measure would not hold any material assets other than, directly differ by more than an immaterial amount when using the financial statements of such direct or indirectly, the Equity Interests indirect parent entity of the Issuer as compared to if such calculation, test or measure were made using the Issuer’s financial statements (as determined in good faith by the Issuer). (e) Any ratios, tests or baskets required to be satisfied in order for a specific action to be permitted under this Indenture shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). (f) If the Issuer or any Restricted Subsidiary takes an action which at the time of the taking of such action would in the good faith determination of the Issuer be permitted under the applicable provisions of this Indenture based on the financial statements available at such time, such action shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric.

Certain Compliance Calculations. (a) If any baskets, thresholds or exceptions determined by reference to a fixed currency amount or a percentage of LTM EBITDA (“fixed baskets”) are intended to be utilized together with any baskets, thresholds or exceptions determined by reference to the Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio, the Consolidated Total Debt Ratio, the Fixed Charge Coverage Ratio or any other financial ratio or metric (a “ratio-based basket”) in a single transaction or action or series of related transactions or actions (for the purposes of this paragraph, a “Relevant Transaction”): (x) amounts available to be incurred under the applicable ratio-based baskets shall be calculated without giving effect to amounts to be incurred under the applicable fixed baskets in connection with such Relevant Transaction, or amounts previously incurred under such fixed basket and not reclassified that are being repaid in connection with such Relevant Transaction, unless otherwise elected by Parent; (y) full pro forma effect shall be given to all increases to LTM EBITDA and repayments or discharges of Indebtedness in connection with such Relevant Transaction in accordance with this Indenture; and (z) pro forma effect shall not be given to any incurrence or drawing of any Indebtedness used to finance working capital needs of Parent or any of its Restricted Subsidiaries in connection with the Relevant Transaction (as reasonably determined by Parent). (b) If any amount is incurred or utilized under any ratio-based basket, such amount shall be permitted notwithstanding any subsequent decline in the Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio, the Consolidated Total Debt Ratio, the Fixed Charge Coverage Ratio or any other financial ratio or metric. (c) If (x) any restriction, basket, threshold or permission is determined by reference to the greater of a fixed amount (the “fixed component”) and a percentage of LTM EBITDA (the “grower component”) and (y) the grower component of the applicable restriction, basket, threshold or permission exceeds the applicable fixed component at any time, the fixed component shall be deemed to be increased to the highest amount of the grower component reached from time to time and shall not subsequently be reduced as a result of any decrease in the grower component. (d) If (x) a proposed action, matter, transaction or amount (or a portion thereof) is incurred or entered into pursuant to a fixed basket or the grower component of any other basket and (y) at a later time would subsequently be permitted under a ratio-based basket, unless otherwise elected by Parent, such action, matter, transaction or amount (or a portion thereof) shall automatically be reclassified to such ratio-based basket. (e) If (x) any transaction is entered into between (A) Parent or any Restricted Subsidiary and (B) any other Person which is not a Restricted Subsidiary on the date of such transaction; (y) such transaction is permitted pursuant to a fixed basket or an incurrence-based basket; and (z) following such transaction, such other Person becomes a #94579868v11 Restricted Subsidiary, such transaction shall be deemed to be reallocated to any applicable basket allowing transactions of such type to be entered into on an unlimited basis between Parent and a Restricted Subsidiary or between Restricted Subsidiaries. (f) If a proposed action, matter, transaction or amount (or a portion thereof) meets the criteria of more than one applicable basket, permission or threshold under this Indenture, Parent shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter or amount (or a portion thereof) between such baskets, permissions or thresholds as it shall elect from time to time. (g) For purposes of determining compliance with any restriction, basket, threshold or permission under this Indenture: (x) any reference to an amount in a given currency shall be deemed to include reference to its Currency Equivalent in other currencies; (y) no amount incurred or utilized under any restriction, basket, threshold or permission will be deemed to be increased as a result of (A) any change in applicable currency exchange rates after the date on which the Currency Equivalent of such incurrence or utilization was calculated under this Indenture for the purpose of permitting such incurrence or utilization; or (B) any election made from time to time under the definition of “GAAP” after the date on which such incurrence or utilization was calculated under this Indenture for the purpose of permitting such incurrence or utilization; and (z) for the avoidance of doubt, any restriction, basket, threshold or permission which would (but for sub-clause (y) of this clause (g)) be exceeded as a result of (i) any change in applicable currency exchange rates; or (ii) any election made from time to time under the definition of “GAAP,” shall be deemed not to have been exceeded and it shall be deemed that no Default, Event of Default or breach of any representation and warranty or undertaking under this Indenture has arisen in connection therewith. (h) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred committed, incurred, assumed or issued, any Lien is incurred committed, incurred, assumed or issued, any Restricted Payment is made any other transaction is undertaken (including a Limited Condition Transaction), in reliance on a ratio ratio-based basket based on the Fixed Charge Coverage Ratio, the Consolidated Secured First Lien Debt Ratio or Consolidated Net Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or the Consolidated Net Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated without regard to the commitment or incurrence of any Indebtedness under any revolving facility or letter of credit facility (including under the revolving portion of the Senior Facilities or ancillary facility) (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer Parent and its Restricted Subsidiaries (as reasonably determined by Parent). (i) If (x) any Indebtedness, Disqualified Stock, Preferred Stock or financing liability (a “Refinancing Amount”) is or is to be issued or incurred to refinance or replace any existing or previous Indebtedness, Disqualified Stock, Preferred Stock or financing liability; and (y) such refinancing or replacement would otherwise cause any applicable restriction, basket, threshold or permission to be exceeded, such restriction, basket, threshold or permission shall be deemed not to have been exceeded so long as the Issuer#94579868v11 principal amount of such Refinancing Amount does not exceed the principal amount of the existing or previous Indebtedness, Disqualified Stock, Preferred Stock or financing liability being refinanced or replaced (plus all accrued, paid-in-kind, capitalized or accreted interest, prepayment premia, break costs and other fees, costs, expenses and amounts accrued thereon or incurred in connection with such refinancing or replacement). . (j) Any calculation calculation, test or measure that is determined with reference to the IssuerParent’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Total Debt Ratio, Fixed Charge Coverage Ratio, Ratio and Fixed Charges, and Section 4.07(a)(B)(1) hereof) may be determined with reference to the financial statements of any a direct or indirect parent entity of Parent Entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or indirect parent entity as compared to if such calculation, test or measure were made using Parent’s financial statements. (k) Any ratios, tests or baskets required to be satisfied in order for a specific action to be permitted under this Indenture shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). (l) If Parent Entity does not hold or any material assets other than, directly or indirectly, Restricted Subsidiary takes an action which at the Equity Interests time of the Issuer (as determined taking of such action would in the good faith determination of Parent be permitted under the applicable provisions of this Indenture based on the financial statements available at such time, such action shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments, modifications or restatements made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric. (m) In respect of any basket set by reference to a financial year, a fiscal year, a calendar year, a four fiscal-quarter period, a four-quarter period, a twelve-month period or any other similar annual period (each an “Annual Period”): (i) at the option of the Parent, the maximum amount so permitted under such basket (which, for the avoidance of doubt, shall be the greater of the numerical permission and the relevant grower permission at the relevant time) during such Annual Period may be increased by: (A) an amount equal to 100% of the difference (if positive) between the permitted amount in the immediately preceding Annual Period and the amount thereof actually used or applied by the IssuerGroup during such preceding Annual Period (the “Carry Forward Amount”); and/or #94579868v11 (B) an amount equal to 100% of the permitted amount in the immediately following Annual Period and the permitted amount in such immediately following Annual Period (the “Subsequent Annual Period”) shall be reduced by such corresponding amount (the “Carry Back Amount”), provided that, for the avoidance of doubt, if the permitted amount of any numerical permission or grower permission in such Subsequent Annual Period is greater than the amount included in the relevant Carry Back Amount, such greater amount may be used or applied by the Group in the Subsequent Annual Period (and for the avoidance of doubt, such amount shall remain available as a Carry Forward Amount pursuant to Section 1.07(m)(i)(A)); and (ii) to the extent that the maximum amount so permitted under such numerical permission or grower permission during such Annual Period is increased in accordance with Section 1.07(m)(i), any usage of such basket during such Annual Period shall be deemed to be applied in the following order: (A) first, against the Carry Forward Amount; (B) secondly, against the maximum amount so permitted during such Annual Period prior to any increase in accordance with Section 1.07(m)(i); and (C) thirdly, against the Carry Back Amount.

Certain Compliance Calculations. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or assumed, any Restricted Payment is made or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred incurred, assumed or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio test. For the avoidance of doubt, when testing the availability under a ratio basket for purposes of making a Restricted Payment, Indebtedness (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or assumed or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). If a proposed action, matter, transaction or amount (or a portion thereof) meets the criteria of more than one applicable basket, permission or threshold under this Indenture, the Issuer shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation calculation, test or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Total Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and clause (B)(1) of Section 4.07(a)(B)(14.07(a) hereof) may be determined with reference to the financial statements of any Parent Entity a direct or indirect parent entity of the Issuer instead, so long as such Parent Entity does calculation, test or measure would not hold any material assets other than, directly differ by more than an immaterial amount when using the financial statements of such direct or indirectly, the Equity Interests indirect parent entity of the Issuer as compared to if such calculation, test or measure were made using the Issuer’s financial statements (as determined in good faith by the Issuer). Any ratios, tests or baskets required to be satisfied in order for a specific action to be permitted under this Indenture shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). If the Issuer or any Restricted Subsidiary takes an action which at the time of the taking of such action would in the good faith determination of the Issuer be permitted under the applicable provisions of this Indenture based on the financial statements available at such time, such action shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric.

Certain Compliance Calculations. Notwithstanding anything to the contrary (a) Unless otherwise specified herein, the baskets set forth in this Indenture shall be tested solely at the event an item time of Indebtednessconsummation of the relevant transaction or action utilizing any of such baskets and, Disqualified Stock or Preferred Stock (or for the avoidance of doubt, if any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on of such baskets are exceeded as a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio result of fluctuations to Total Assets or Consolidated Net Debt RatioEBITDA after the last time such baskets were calculated for any purpose, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken baskets will not be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio testexceeded as a result of such fluctuations. Notwithstanding anything to the contrary herein, in the event an item For purposes of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio, such ratio(s) shall be calculated without regard to determining whether the incurrence of any Indebtedness under or Lien or the making of any revolving facility Investment, Restricted Payment or letter prepayment or other satisfaction of credit facility (1) immediately prior to any Subordinated Obligation complies with any basket that is based upon the greater of a specified U.S. dollar amount and a percentage of Total Assets or in connection therewith Consolidated EBITDA, Total Assets and/or Consolidated EBITDA shall be calculated on a Pro Forma Basis. U.S. dollars shall be the currency of calculation for all financial ratios. For purposes of determining whether the incurrence of any Indebtedness or (2) used to finance working capital needs Lien complies with a ratio test that is based upon the Consolidated Coverage Ratio, First Lien Net Debt Leverage Ratio or Secured Net Debt Leverage Ratio, the proceeds of the Issuer Indebtedness being incurred will be excluded from the calculation of Consolidated Coverage Ratio, First Lien Net Debt Leverage Ratio or Secured Net Debt Leverage Ratio, as applicable. (b) Unless otherwise specified, all calculations hereunder shall be calculated based on the Company and its Restricted Subsidiaries (as reasonably determined by the Issuer). Any calculation or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed ChargesSubsidiaries, and Section 4.07(a)(B)(1) hereof) may be determined neither the Trustee nor the Notes Collateral Agent shall have any liability or responsibility for performing or verifying any calculations hereunder or for any information required in connection with reference to the financial statements of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer)calculations.

Certain Compliance Calculations. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). Any calculation or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Total Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and clause (B)(i) of Section 4.07(a)(B)(1) hereof4.07(a) may be determined with reference to the financial statements of any Parent Entity a direct or indirect parent entity of the Issuer instead, so long as such Parent Entity parent entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer).

Certain Compliance Calculations. (a) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or assumed, any Restricted Payment is made or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Net Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, assumption, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Net Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred incurred, assumed or issued, each Lien incurred or assumed and each other transaction undertaken will be deemed to have been incurred, assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Net Debt Ratio test. For the avoidance of doubt, when testing the availability under a ratio basket for purposes of making a Restricted Payment, Indebtedness (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. (b) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or assumed or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Net Debt Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). . (c) If a proposed action, matter, transaction or amount (or a portion thereof) meets the criteria of more than one applicable basket, permission or threshold under this Indenture, the Issuer shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. (d) Any calculation calculation, test or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof4.07(a)(iv)(C)(1)) may be determined with reference to the financial statements of any Parent Entity a direct or indirect parent entity of the Issuer instead, so long as such Parent Entity does calculation, test or measure would not hold any material assets other than, directly differ by more than an immaterial amount when using the financial statements of such direct or indirectly, the Equity Interests indirect parent entity of the Issuer as compared to if such calculation, test or measure were made using the Issuer’s financial statements (as determined in good faith by the Issuer). (e) Any ratios, tests or baskets required to be satisfied in order for a specific action to be permitted under this Indenture shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). (f) If the Issuer or any Restricted Subsidiary takes an action which at the time of the taking of such action would in the good faith determination of the Issuer be permitted under the applicable provisions of this Indenture based on the financial statements available at such time, such action shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric.