Common use of Certain Compliance Determinations Clause in Contracts

Certain Compliance Determinations. (a) Notwithstanding anything herein to the contrary, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Indenture (including any covenant), including in connection with any Limited Condition Transaction, that does not require compliance with a financial ratio or test (including Debt to Total Capitalization Ratio or Secured Indebtedness to Total Capitalization Ratio and/or Fixed Charge Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently (or in connection with the same Limited Condition Transaction) with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Indenture that requires compliance with a financial ratio or test (including Debt to Total Capitalization Ratio or Secured Indebtedness to Total Capitalization Ratio and/or Fixed Charge Coverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts. (b) 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, Debt to Total Capitalization Ratio, Fixed Charge Coverage Ratio, Fixed Charges, Total Assets and Section 4.07(a)(3)(A)) may be determined with reference to the financial statements of any Parent Entity of the Issuer, including the Parent Guarantor, 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).