Common use of Certain Determinations Clause in Contracts

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V VI or Article VI VII (including in connection with any Incremental FacilityCommitment) at any time (whether at the time of incurrence or thereafter)utilization thereof, if any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V clauses of the provision permitting such Lien, Investment, Indebtedness, Restricted Payment or Article VI (including in connection with any Incremental Facility)Affiliate transaction, as the case may be, the Borrower (i) shall in its sole discretion determine under which category clause or clauses such Lien (other than Liens with respect to the Initial Term LoansFacilities), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term LoansFacilities), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) ), as the case may be, is permitted classified and may later (ii) shall be permittedon one or more occasions), in its sole discretion, to may make any redetermination subsequent re-determination and/or to at a later time divide, classify or reclassify under which category the clause or categories clauses such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time was initially determined to time as it may determine and without notice to the Administrative Agent have been incurred or any Lenderutilized. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Ratio and/or Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) intended to be utilized with or substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants provisions set forth in Article V or Article VI (including in connection with any Incremental Facility) this Credit Agreement at any time (whether at the time of incurrence or thereafter) and/or whether any Lien (including any Lien with respect to any Incremental Credit Facility), any Lien, Investment, IndebtednessIndebtedness (including any Indebtedness under any Incremental Credit Facility), Disposition, Disposition or Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility)the applicable provision, the Borrower (ix) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Disposition or Restricted Payment or Affiliate transaction (or, in each case, any portion there) is permitted and (y) shall be permitted to make any such determination or redetermination or classification or reclassification (including by dividing any amounts across more than once exception) at such time and from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement herein that does not require compliance with a financial ratio or test (including, without limitation, any Total the Consolidated Net Leverage Ratio, Consolidated Interest Coverage Ratio and Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) which the Borrower intends to utilize with or substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Credit Agreement or any other Credit Document that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence. In calculating any Fixed Amounts and Incurrence Based Amounts to be utilized at the same time, except that incurrences only the portion of Indebtedness such amounts incurred or transactions entered into (or consummated) under such Incurrence Based Amounts shall be included in the calculation of the applicable financial ratio or test (and Liens constituting the applicable Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to not have consented to the use of any been incurred in such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01calculations).

Certain Determinations. (a) If any of the baskets set forth in this Agreement are exceeded solely as a result of fluctuations to Consolidated EBITDA or Consolidated Total Assets for the most recently completed fiscal quarter after the last time such baskets were calculated for any purpose under this Agreement, such baskets will not be deemed to have been exceeded solely as a result of such fluctuations. (b) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI VII (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction Disposition meets the criteria of one, or more than one, of the categories permitted pursuant to under Article V or Article VI VII (including in connection with any Incremental Facility), the Borrower Company (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to securing the Initial Term LoansObligations), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansLoan Documents), Disposition, Disposition or Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Disposition or Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice so long as at the time of such redesignation the Company would be permitted to the Administrative Agent incur such Lien, Investment, Indebtedness or any LenderRestricted Payment under such category or categories, as applicable. For the avoidance of doubt, if in the event that a portion of any applicable date for meeting any requirement hereunder Lien, Investment, Indebtedness, Restricted Payment or Disposition could be classified as incurred under any a “ratio-based” basket (giving pro forma effect to such transaction), the Company, in its sole discretion, may classify such portion as having been incurred pursuant to such “ratio-based” basket and thereafter the remainder as having been incurred pursuant to one or more of the other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable dateavailable baskets. (bc) Notwithstanding anything to the contrary herein, if any incurrence-based financial ratios or tests (including, without limitation, any Consolidated Leverage Ratio, Consolidated Secured Leverage Ratio and/or Consolidated Interest Coverage Ratio tests) (“Financial Incurrence Tests”) would be satisfied in any subsequent fiscal quarter following the utilization of either (x) fixed baskets, exceptions or thresholds (including any related builder or grower component) that do not require compliance with respect to any amounts incurred a financial ratio or transactions entered into test (“Fixed Amounts”) or consummated(y) in reliance on a provision of this Agreement baskets, exceptions and thresholds that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Consolidated Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Consolidated Interest Coverage RatioRatio tests tests) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Incurrence-Based Amounts”), it is understood and agreed that then the reclassification of actions or transactions (or portions thereof), including the reclassification of utilization of any Fixed Amounts (and as incurred under any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence available Incurrence-Based Amounts in connection with such substantially concurrent incurrenceAmounts, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to automatically occurred even if not elected by the use of any such ABL/Bond Intercreditor Agreement Company (and to unless the Company otherwise notifies the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01).

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V VI or Article VI VII (including in connection with any Incremental FacilityCommitment) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V clauses of the provision permitting such Lien, Investment, Indebtedness, Restricted Payment or Article VI (including in connection with any Incremental Facility)Affiliate transaction, as the case may be, the Borrower (i) shall in its sole discretion determine under which category clause such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) there), as the case may be, is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category clause or categories clause such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction transaction, as the case may be, is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) . Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02Amounts. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, DispositionRestricted Payment, Restricted Payment Asset Sale or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower Bidco (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to securing the Initial Term LoansSecured Obligations), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansLoan Documents), DispositionAsset Sale, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, DispositionAsset Sale, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender, so long as at the time of such redesignation Bidco would be permitted to incur such Lien, Investment, Indebtedness or Restricted Payment under such category or categories, as applicable. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.026.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Form Intercreditor Agreement Agreements shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any each such ABL/Bond Form Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness secured by the Collateral that is permitted to be incurred, issued and/or assumed by the Borrower Bidco or any of its Subsidiaries pursuant to Section 7.016.01 and Section 6.02 and the Administrative Agent shall be authorized to execute and deliver on behalf of the Secured Parties the applicable Form Intercreditor Agreements.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Term Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.026.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Form Intercreditor Agreement Agreements shall be deemed to be reasonable and acceptable to the Term Administrative Agent and the Lenders, and the Term Administrative Agent and the Lenders shall be deemed to have consented to the use of any each such ABL/Bond Form Intercreditor Agreement (and to the Term Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.016.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, DispositionRestricted Payment, Restricted Payment Disposition or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower Holdings (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to securing the Initial Term LoansSecured Obligations), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansLoan Documents), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) solely with respect to any Lien or Indebtedness, shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories any such Lien, Investment, Indebtedness, Disposition, Restricted Payment Lien or Affiliate transaction Indebtedness is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender, so long as at the time of such redesignation Holdings or the applicable Restricted Subsidiary would be permitted to incur such Lien or Indebtedness under such category or categories, as applicable. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Senior Secured First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.026.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

Certain Determinations. (a) For Notwithstanding anything to the contrary herein, for purposes of determining compliance with any of the covenants set forth described in Article V and Article VI, if any transaction or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories action would be permitted pursuant to Article V one or Article VI (including in connection with any Incremental Facility)more provisions described therein, the Borrower may divide and classify such transaction or action within the relevant covenant (or other provisions) in any manner that complies with such covenant (or other provision) set forth therein, and may later divide and reclassify any such transaction or action so long as the transaction or action (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception (or other provisions) as of the date of such reclassification; provided that if any financial ratio or test governing any applicable Incurrence Based Amount would be satisfied in any subsequent period following the utilization of any Fixed Amount, such reclassification shall be deemed to have automatically occurred if not elected otherwise by the Lead Borrower; provided, further, that such reclassification shall not be permitted with respect to (i) the Indebtedness consisting of the Initial Term Loans, which shall in its sole discretion determine only be permitted under which category such Lien (other than Section 6.01(a)(i), or Liens with respect to the Initial Term Loans, which shall only be permitted under Section 6.02(i), Investment(ii) the Indebtedness under the ABL Credit Agreement and the other ABL Loan Documents, Indebtedness which shall only be permitted under Section 6.01(a)(xxxi), or Liens with respect to the Loans (other than as defined in the ABL Credit Agreement), which shall only be permitted under Section 6.02(xvii) and (iii) the Indebtedness consisting of the Initial Term LoansLoans (as defined in the First Lien Credit Agreement), Dispositionwhich shall only be permitted under Section 6.01(a)(xxxii), Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice Liens with respect to the Administrative Agent or any LenderInitial Term Loans (as defined in the First Lien Credit Agreement), which shall only be permitted under Section 6.02(xxi). For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything the foregoing, for purposes of any determination under Article V, Article VI or Article VII or any determination under any other provision of this Agreement subject to any Dollar limitation, threshold or basket, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars based on the relevant currency exchange rate in effect on the applicable date of determination (rounded to the contrary hereinnearest currency unit, the ABL/Bond Intercreditor Agreement shall be deemed with 0.5 or more of a currency unit being rounded upward); provided, however, that for purposes of determining compliance with Article VI with respect to be reasonable and acceptable to the Administrative Agent and the Lendersany amount in a currency other than Dollars, and the Administrative Agent and the Lenders no Default or Event of Default shall be deemed to have consented to occurred solely as a result of changes in rates of exchange occurring after the use time such Indebtedness, Lien or Investment is incurred or Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other payment in respect of any Junior Financing is made or such ABL/Bond Intercreditor Agreement (and transaction with an Affiliate is entered into; provided, further, that, for the avoidance of doubt, the foregoing provisions of this Section 1.07(c) shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Lien or Investment may be incurred or Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other payments in respect of any Junior Financing may be made or such transaction with an Affiliate may be entered into at any time under such Sections. For purposes of any determination of Consolidated Total Indebtedness, amounts in currencies other than Dollars shall be translated into Dollars at the Administrative Agent’s execution thereof) currency exchange rates used in connection with any Indebtedness permitted to be incurred, issued and/or assumed by preparing the Borrower or any of its Subsidiaries most recently delivered financial statements pursuant to Section 7.015.01(a) or Section 5.01(b) adjusted to reflect the currency translation effects, determined in accordance with GAAP, of any Swap Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the dollar equivalent thereof. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower’s consent (such consent not to be unreasonably withheld) to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter)incurrence, any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall shall, at the time of incurrence, in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination determination and/or to divide, divide or classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from at the time to time as it may determine and without notice to the Administrative Agent or any Lenderof incurrence. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first (1st) Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything the foregoing, for purposes of any determination under Article V, Article VI or Article VII or any determination under any other provision of this Agreement subject to any Dollar limitation, threshold or basket, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars based on the relevant currency exchange rate in effect on the applicable date of determination (rounded to the contrary hereinnearest currency unit, the ABL/Bond Intercreditor Agreement shall be deemed with 0.5 or more of a currency unit being rounded upward); provided, however, that for purposes of determining compliance with Article VI with respect to be reasonable and acceptable to the Administrative Agent and the Lendersany amount in a currency other than Dollars, and the Administrative Agent and the Lenders no Default or Event of Default shall be deemed to have consented to occurred solely as a result of changes in rates of exchange occurring after the use time such Indebtedness, Lien or Investment is incurred or Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other payment in respect of any Junior Financing is made or such ABL/Bond Intercreditor Agreement (and transaction with an Affiliate is entered into; provided, further, that, for the avoidance of doubt, the foregoing provisions of this Section 1.07(c) shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Lien or Investment may be incurred or Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other payments in respect of any Junior Financing may be made or such transaction with an Affiliate may be entered into at any time under such Sections. For purposes of any determination of Consolidated Total Indebtedness, amounts in currencies other than Dollars shall be translated into Dollars at the Administrative Agent’s execution thereof) currency exchange rates used in connection with any Indebtedness permitted to be incurred, issued and/or assumed by preparing the Borrower or any of its Subsidiaries most recently delivered financial statements pursuant to Section 7.015.01(a) or Section 5.01(b) adjusted to reflect the currency translation effects, determined in accordance with GAAP, of any Swap Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the U.S. dollar equivalent thereof. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower’s consent (such consent not to be unreasonably withheld) to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Term Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including any Total Net Leverage Ratio, and/or Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.026.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Form Intercreditor Agreement Agreements shall be deemed to be reasonable and acceptable to the Term Administrative Agent and the Lenders, and the Term Administrative Agent and the Lenders shall be deemed to have consented to the use of any each such ABL/Bond Form Intercreditor Agreement (and to the Term Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.016.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any First Lien Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, DispositionRestricted Payment, Restricted Payment Disposition or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any First Lien Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to securing the Initial Term LoansSecured Obligations and the Liens securing the Permitted Second Priority Debt incurred on the Effective Date), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansFirst Lien Loan Documents and the Permitted Second Priority Debt incurred under the Second Lien Loan Documents on the Effective Date), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the First Lien Administrative Agent or any Lender, so long as at the time of such redesignation the Borrower would be permitted to incur such Lien, Investment, Indebtedness or Restricted Payment under such category or categories, as applicable. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other First Lien Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.026.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Form Intercreditor Agreement Agreements shall be deemed to be reasonable and acceptable to the First Lien Administrative Agent and the Lenders, and the First Lien Administrative Agent and the Lenders shall be deemed to have consented to the use of any each such ABL/Bond Form Intercreditor Agreement (and to the First Lien Administrative Agent’s execution thereof) in connection with any Indebtedness secured by the Collateral that is permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.016.01 and Section 6.02.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction payment of Junior Financing meets the criteria of one, or more than one, of the categories clauses permitted pursuant to Article V or the relevant section of Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category clause such Lien (other than Liens with respect to the Initial Term LoansLoans and the Revolving Commitments, which shall only be designated under Section 6.02(i) and may not be redesignated pursuant to succeeding clause (ii)), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term LoansLoans and the Revolving Commitments, which shall only be designated under Section 6.01(a)(i) and may not be redesignated pursuant to succeeding clause (ii)), Disposition, Restricted Payment or Affiliate transaction payment of Junior Financing (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category clause or categories clauses such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction payment of Junior Financing is permitted from time to time thereafter under the relevant Section as it may determine and without notice to the Administrative Agent or any LenderLender so long as the Borrower would meet the applicable conditions under such clause or clauses of such Section at such time. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement (other than the incurrence of Indebtedness under the Revolving Commitments, except to the extent provided in the definition of Incremental Cap) that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.026.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (includingin any other Loan Document, without limitationif, after delivery of any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”Compliance Certificate pursuant to Section 5.01(c), it is understood and agreed subsequently determined that the Fixed Amounts Secured Net Leverage Ratio set forth in such Compliance Certificate is inaccurate for any reason and the result of such inaccuracy is that the Lenders received any amount of interest or any fee for any relevant period based on an Applicable Rate or Commitment Fee Rate or payment of principal based on the Required Excess Cash Flow Percentage that is greater than or less than the amount that would have applied if the Secured Net Leverage Ratio set forth in such Compliance Certificate had been accurately reported, then, for all purposes under this Agreement, (i) in the case of the Applicable Rate and any cash proceeds thereof) the Commitment Fee Rate, the Applicable Rate and the Commitment Fee Rate for each day during the relevant period shall be disregarded revised to be based upon the accurately determined Secured Net Leverage Ratio and, in such event, any shortfall in the amount of any applicable interest payment shall be due and payable within five Business Days following the date on which the Borrower becomes aware of the relevant inaccuracy and (ii) in the case of the Required Excess Cash Flow Percentage, any shortfall in the amount of any applicable principal payment shall be due and payable within five Business Days following the date on which the Borrower becomes aware of the relevant inaccuracy. In the event that (A) any inaccuracy in the calculation of the financial ratio Secured Net Leverage Ratio resulted in a shortfall in the amount of any required interest or test applicable to principal payment and (B) such inaccuracy resulted from a good faith mistake on the Incurrence Based Amounts part of the Borrower in connection the preparation of such calculation, no Default or Event of Default shall arise under this Agreement with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained respect thereto unless the relevant amount has not been paid within the period described in Section 7.01 or Section 7.02the preceding sentence. (ci) Notwithstanding anything With respect to determination of the contrary hereinpermissibility of any transaction by Holdings, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and Borrower and/or any subsidiary under this Agreement, the delivery by the Borrower of a third party valuation report from (1) a nationally recognized accounting, appraisal, investment banking or consulting firm or (2) another firm that is reasonably acceptable to the Administrative Agent and the LendersLender Representative, and the Administrative Agent and the Lenders in each case, shall be deemed to have consented conclusive with respect to the use value of the assets covered thereby and (ii) any such ABL/Bond Intercreditor Agreement determination of whether an action is taken “in the ordinary course of business” or “in a manner consistent with past practice” (and to the Administrative Agent’s execution thereofor, in either case, any similar expression) in connection with any Indebtedness permitted to shall be incurred, issued and/or assumed made by the Borrower in good faith. (c) It is understood and agreed for the avoidance of doubt that the carve-outs from the provisions of Article 6 may include items or any of its Subsidiaries pursuant to Section 7.01activities that are not restricted by the relevant provision.

Certain Determinations. (a) For Notwithstanding anything to the contrary herein, for purposes of determining compliance with any of the covenants set forth described in Article V or V, Article VI (including or in connection with any Incremental Facility) at , if any time (whether at the time of incurrence transaction or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories action would be permitted pursuant to Article V one or Article VI (including in connection with any Incremental Facility)more provisions described therein, the Borrower may divide and classify such transaction or action within the relevant covenant (or other provisions) in any manner that complies with such covenant (or other provision) set forth therein, and may later divide and reclassify any such transaction or action so long as the transaction or action (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception (or other provisions) as of the date of such reclassification; provided that if any financial ratio or test governing any applicable Incurrence Based Amount would be satisfied in any subsequent period following the utilization of any Fixed Amount, such reclassification shall be deemed to have automatically occurred if not elected otherwise by the Lead Borrower; provided, further, that such reclassification shall not be permitted with respect to (i) the Indebtedness consisting of the Initial Term Loans, which shall in its sole discretion determine only be permitted under which category such Lien (other than Section 6.01(a)(i), or Liens with respect to the Initial Term Loans, which shall only be permitted under Section 6.02(i), Investment(ii) the Indebtedness under the ABL Credit Agreement and the other ABL Loan Documents, Indebtedness which shall only be permitted under Section 6.01(a)(xxxi), or Liens with respect to the Initial Term Loans, which shall only be permitted under Section 6.02(xvii) and (other than iii) the Indebtedness consisting of the Initial Term Loans, which shall only be permitted under Section 6.01(a)(xxxii), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice Liens with respect to the Administrative Agent or any LenderInitial Term Loans, which shall only be permitted under Section 6.02(xxi). For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything the foregoing, for purposes of any determination under Article V, Article VI or Article VII or any determination under any other provision of this Agreement subject to any Dollar limitation, threshold or basket, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars based on the relevant currency exchange rate in effect on the applicable date of determination (rounded to the contrary hereinnearest currency unit, the ABL/Bond Intercreditor Agreement shall be deemed with 0.5 or more of a currency unit being rounded upward); provided, however, that for purposes of determining compliance with Article VI with respect to be reasonable and acceptable to the Administrative Agent and the Lendersany amount in a currency other than Dollars, and the Administrative Agent and the Lenders no Default or Event of Default shall be deemed to have consented to occurred solely as a result of changes in rates of exchange occurring after the use time such Indebtedness, Lien or Investment is incurred or Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other payment in respect of any Junior Financing is made or such ABL/Bond Intercreditor Agreement (and transaction with an Affiliate is entered into; provided, further, that, for the avoidance of doubt, the foregoing provisions of this Section 1.07(c) shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Lien or Investment may be incurred or Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other payments in respect of any Junior Financing may be made or such transaction with an Affiliate may be entered into at any time under such Sections. For purposes of any determination of Consolidated Total Indebtedness, amounts in currencies other than Dollars shall be translated into Dollars at the Administrative Agent’s execution thereof) currency exchange rates used in connection with any Indebtedness permitted to be incurred, issued and/or assumed by preparing the Borrower or any of its Subsidiaries most recently delivered financial statements pursuant to Section 7.015.01(a) or Section 5.01(b) adjusted to reflect the currency translation effects, determined in accordance with GAAP, of any Swap Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the dollar equivalent thereof. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower’s consent (such consent not to be unreasonably withheld) to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, DispositionRestricted Payment, Restricted Payment Asset Sale or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to securing the Initial Term LoansSecured Obligations), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansLoan Documents), DispositionAsset Sale, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, DispositionAsset Sale, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender, so long as at the time of such redesignation the Borrower would be permitted to incur such Lien, Investment, Indebtedness or Restricted Payment under such category or categories, as applicable. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.026.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Pari Passu Intercreditor Agreement, the Second Lien Intercreditor Agreement and any other Customary Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any each such ABL/Bond Customary Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness secured by the Collateral that is permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.016.01 and Section 6.02 and the Administrative Agent shall be authorized to execute and deliver on behalf of the Secured Parties the applicable Customary Intercreditor Agreements.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V IX or Article VI (including in connection with any Incremental Facility) X at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment Dividend or Affiliate transaction Disposition meets the criteria of one, or more than one, of the categories permitted pursuant to under Article V IX or Article VI (including in connection with any Incremental Facility)X, the Parent Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to securing the Initial Term LoansObligations and the Liens securing the obligations under the CF Facilities incurred on the Third Restatement Effective Date), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansCredit Documents), Disposition, Restricted Payment Dividend or Affiliate transaction Disposition (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment Dividend or Affiliate transaction Disposition is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. , so long as at the time of such redesignation the Parent Borrower would be permitted to incur such Lien, Investment, Indebtedness, Dividend or Disposition under such category or categories, as applicable. (b) Notwithstanding anything to the contrary herein, any ratio calculated for purposes of determining the amount available to incur Future Secured Debt, Ratio First Lien Indebtedness or Permitted Additional Debt shall be calculated on a Pro Forma Basis after giving effect to the incurrence of any Future Secured Debt, Ratio First Lien Indebtedness or Permitted Additional Debt and the use of proceeds thereof (but without giving effect to any simultaneous incurrence of any Future Secured Debt, Permitted Additional Debt or Ratio First Lien Indebtedness made in reliance on the Free and Clear Amount) and the calculation of any such ratio for purposes of determining the amount of any such Indebtedness that may be incurred shall be made without including any such Indebtedness incurred substantially concurrently in reliance on the Free and Clear Amount. (c) If any Lien, Indebtedness, Disqualified Equity Interests, Disposition, Investment, Dividend, or other transaction, action, judgment or amount (any of the foregoing in concurrent transactions, a single transaction or a series of related transactions) is incurred, issued, taken or consummated in reliance on categories of baskets measured by reference to a percentage of Consolidated EBITDA, and any Lien, Indebtedness, Disqualified Equity Interests, Disposition, Investment, Dividend, or other transaction, action, judgment or amount (including in connection with refinancing thereof) would subsequently exceed the applicable percentage of Consolidated EBITDA if calculated based on the Consolidated EBITDA on a later date (including the date of any refinancing or reclassification), such percentage of Consolidated EBITDA will not be deemed to be exceeded (so long as, in the case of refinancing any Indebtedness or Disqualified Equity Interests (and any related Lien), the principal amount or the liquidation preference of such newly incurred or issued Indebtedness or Disqualified Equity Interests does not exceed the maximum principal amount or liquidation preference in respect of the Indebtedness or Disqualified Equity Interests being refinanced, extended, replaced, refunded, renewed or defeased). (d) For the avoidance of doubt, except as otherwise provided herein, if the applicable date for meeting any requirement hereunder or under any other Loan Credit Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental FacilityCommitment) at any time (whether at the time of incurrence or thereafter), if any Lien, Investment, Indebtedness, DispositionAsset Sale, Restricted Payment, Restricted Debt Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V clauses of the provision permitting such Lien, Investment, Asset Sale, Restricted Payment, Restricted Debt Payment or Article VI (including in connection with any Incremental Facility)Affiliate transaction as the case may be, the Borrower Representative (i) shall in its sole discretion determine under which category clause or clauses such Lien (other than Liens with respect to the Initial Term LoansFacilities), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term LoansFacilities, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness), DispositionAsset Sale, Restricted Payment Payments, Restricted Debt Payment, or Affiliate transaction (or, in each case, any portion thereof) ), as the case may be, is permitted classified and (ii) shall be permitted, permitted in its sole discretion, to make any redetermination subsequent re-determination and/or to at a later time divide, classify or reclassify under which category clause or categories clauses such LienLien (other than Liens with respect to the Facilities), Investment, Indebtedness (other than Indebtedness under the Facilities, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness), DispositionAsset Sale, Restricted Payment Payments, Restricted Debt Payments or Affiliate transaction as the case may be, is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lendertime. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Credit Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time with the provisions of this Agreement, in the event that any Indebtedness (whether at the time of incurrence or thereafterexcluding Indebtedness under this Agreement), together with any corresponding Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of onemore than one category of exceptions, thresholds, baskets, or more than one, other provisions of the categories transactions or items permitted pursuant to Article V any clause of Sections 6.1 or Article VI (including in connection with any Incremental Facility)6.2, the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permittedLead Borrower, in its sole discretion, to make may, at any redetermination and/or to dividetime, classify or reclassify under which category (on one or more occasions) and/or divide or re-divide (on one or more occasions) such transaction or item (or portion thereof) among one or more such categories such of exceptions, thresholds, baskets or provisions of transactions or items permitted pursuant to any clause of Sections 6.1 or 6.2, as elected by the Lead Borrower in its sole discretion. It is understood and agreed that any Indebtedness (including any Incremental Facilities), Lien, Restricted Payment, Restricted Debt Payment, Investment, Indebtedness, Disposition, Restricted Payment Disposition or Affiliate transaction is or other transaction need not be permitted from time solely by reference to time as it one category of permissive exception, threshold, basket or provision under this Agreement, but may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or instead be permitted in part under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable datecombination thereof. (b) Notwithstanding anything to the contrary herein, with With respect to any amounts incurred or transactions entered into or consummated (including any Indebtedness (including any Incremental Facilities), Lien, Restricted Payment, Investment, Disposition or consummated) Affiliate transaction or other transaction), in reliance on a provision combination of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Baskets and Incurrence-Based Amounts”)Baskets, it is understood and agreed that (i) the Incurrence-Based Baskets shall first be calculated without giving effect to any Fixed Amounts Baskets being relied upon for any portion of such incurrence or transactions, (ii) thereafter, the incurrence of the portion of such amounts or other applicable transaction to be entered into in reliance on any Fixed Baskets shall be calculated (and Indebtedness (excluding any cash proceeds thereofIncremental Facilities), together with any corresponding Lien, may subsequently be reclassified into Incurrence-Based Baskets in accordance with clause (a) above). In calculating the maximum amount of Indebtedness permitted to be incurred under Fixed Baskets and Incurrence-Based Baskets at the same time, only the portion of such Indebtedness intended to be incurred under Incurrence-Based Baskets shall be disregarded included in the calculation of financial ratios at the time of such initial calculation (and the portion of such Indebtedness intended to be incurred under Fixed Baskets shall be deemed to not have been incurred in calculating such financial ratio or test applicable ratios at the time of such initial calculation) and (iii) the incurrence of the portion of any such amount under the Fixed Baskets shall be included in any subsequent calculation of the Incurrence-Based Baskets to the Incurrence Based Amounts in connection with extent outstanding at such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02time. (c) Notwithstanding anything to the contrary hereinAccrual of interest, the ABL/Bond Intercreditor Agreement accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be reasonable and acceptable to an incurrence of Indebtedness for purposes of Section 6.1. (d) For purposes of determining compliance with Section 6.5, (i) the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders amount of any Investment shall be deemed to have consented to the use amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less any amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment and (ii) in the event that an Investment meets the criteria of any one of the categories described in Section 6.5 at the time such ABL/Bond Intercreditor Agreement (and Investment is made, there shall not be any requirement for such Investment to the Administrative Agent’s execution thereof) meet any other category described in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower Section 6.5 at such time or any of its Subsidiaries pursuant to Section 7.01thereafter.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, DispositionRestricted Payment, Restricted Payment Asset Sale or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to securing the Initial Term LoansSecured Obligations), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansLoan Documents), DispositionAsset Sale, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, DispositionAsset Sale, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender, so long as at the time of such redesignation the Borrower would be permitted to incur such Lien, Investment, Indebtedness or Restricted Payment under such category or categories, as applicable. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.026.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Pari Passu Intercreditor Agreement, the Second Lien Intercreditor Agreement and any other Customary Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any each such ABL/Bond Customary Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness secured by the Collateral that is permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.016.01 and Section 6.02 and the Administrative Agent shall be authorized to execute and deliver on behalf of the Secured Parties the applicable Customary Intercreditor Agreements. (d) Notwithstanding anything to the contrary herein, solely for the purposes of calculating the “Total Net Leverage Ratio”, “Senior Secured Net Leverage Ratio”, “Senior Secured First Lien Net Leverage Ratio” or “Interest Coverage Ratio” in connection with any incurrence test under the covenants set forth in Article VI (including in connection with any Incremental Facility) prior to completion of the Inmarsat Acquisition, unless the Inmarsat Acquisition Agreement has been terminated, such ratios shall be calculated on a Pro Forma Basis assuming that the Inmarsat Acquisition and Inmarsat Acquisition Financing has been completed.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Tranche B-3 Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Tranche B-3 Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Term Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including any Total Net Leverage Ratio, and/or Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.026.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Form Intercreditor Agreement Agreements shall be deemed to be reasonable and acceptable to the Term Administrative Agent and the Lenders, and the Term Administrative Agent and the Lenders shall be deemed to have consented to the use of any each such ABL/Bond Form Intercreditor Agreement (and to the Term Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.016.01.

Certain Determinations. (a) For purposes ForSubject to paragraph (b) below, for the avoidance of determining compliance with any of the covenants set forth in Article V or Article VI (including doubt, in connection with any incurrence of Indebtedness under Section 2.22, “Required Lenders” and “Required Revolving Lenders” shall be calculated on a Pro Forma Basis in accordance with Section 1.04, Section 2.22 and the definition of “Incremental Facility) at Cap”; provided that any time (whether at the time of incurrence waiver, amendment or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower modification obtained on such basis (i) shall in its sole discretion determine under which category will become operative substantially contemporaneously with the incurrence of such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall not affect the rights or duties under this Agreement of any Lender holding any Loan and/or Commitment under any then-outstanding Class in a manner that does not affect the rights or duties of the Lenders in respect of the Indebtedness incurred in reliance on Section 2.22 in connection with the relevant amendment. (b) [reserved].Notwithstanding any other provision of this Section 1.15, no Person that is not a Lender and no Lender (in respect of any Indebtedness not yet incurred) shall be permittedincluded as a “Required Lender” and/or a “Required Revolving Lender” for the purposes of calculating the “Required Lenders” and/or “Required Revolving Lenders” (as applicable) in respect of any waiver, amendment or modification to this Agreement or any other Loan Document to permit the incurrence of such Indebtedness to be provided by that potential Lender and/or Lender (as applicable) under this Agreement. (c) With respect to any determination under the terms of this Agreement that is vested in the Borrower, the Borrower shall have a right, in its sole discretiondiscretion (but not any obligation), to make any redetermination and/or to divide, classify or reclassify under which category or categories deliver notice of such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice determination to the Administrative Agent or any Lender. For the avoidance of doubtAgent, if together with a reasonably detailed description thereof, which notice shall be conclusive evidence that such determination satisfied the applicable date for meeting any requirement hereunder standard under this Agreement or under any the relevant other Loan Document falls on unless, within five Business Days following receipt of notice of such determination (and the related description) from the Borrower, the Required Lenders deliver a day that is not a Business Daywritten objection to such determination to the Borrower, compliance which written objection states, with specificity, the basis upon which the Required Lenders object to such requirement shall not be required until noon on the first Business Day following such applicable datedetermination. (bd) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (includingin any other Loan Document, without limitationif, after delivery of any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”Compliance Certificate pursuant to Section 5.01(c), it is understood and agreed subsequently determined that the Fixed Amounts (Total Net Leverage Ratio set forth in such Compliance Certificate is inaccurate for any reason and the result of such inaccuracy is that the Lenders received any cash proceeds thereof) amount of interest or any fee for any relevant period based on an Applicable Rate or Commitment Fee Rate that is greater than or less than the amount that would have applied if the Total Net Leverage Ratio set forth in such Compliance Certificate had been accurately reported, then, for all purposes under this Agreement, the Applicable Rate and the Commitment Fee Rate for each day during the relevant period shall be disregarded revised to be based upon the accurately determined Total Net Leverage Ratio and, in such event, any shortfall in the amount of any applicable interest payment shall be due and payable within five Business Days following the date on which the Borrower becomes aware of the relevant inaccuracy. In the event that (A) any inaccuracy in the calculation of the financial ratio Total Net Leverage Ratio resulted in a shortfall in the amount of any required interest or test applicable to principal payment and (B) such inaccuracy resulted from a good faith mistake on the Incurrence Based Amounts part of the Borrower in connection the preparation of such calculation, no Default or Event of Default shall arise under this Agreement with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained respect thereto unless the relevant amount has not been paid within the period described in Section 7.01 or Section 7.02the preceding sentence. (ce) Notwithstanding anything With respect to determination of the contrary hereinpermissibility of any transaction by Holdings, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and Borrower and/or any subsidiary under this Agreement, (i) the delivery by the Borrower of a third party valuation report from (A) a nationally recognized accounting, appraisal, investment banking or consulting firm or (B) another firm reasonably acceptable to the Administrative Agent and the LendersAgent, and the Administrative Agent and the Lenders in each case, shall be deemed to have consented conclusive with respect to the use value of the assets covered thereby and (ii) any such ABL/Bond Intercreditor Agreement determination of whether an action is taken “in the ordinary course of business” or “in a manner consistent with past practice” (and to the Administrative Agent’s execution thereofor, in either case, any similar expression) in connection with any Indebtedness permitted to shall be incurred, issued and/or assumed made by the Borrower in good faith. (f) It is understood and agreed for the avoidance of doubt that the carve-outs from the provisions of Section 5.16 and/or Article 6 may include items or any activities that are not restricted by the relevant provision and the inclusion of its Subsidiaries pursuant such items or activities shall not be construed to expand the scope of Section 7.015.16 and/or Article 6, as applicable.

Certain Determinations. (a1) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Term Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b2) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including any Total Net Leverage Ratio, and/or Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.026.02. (c3) Notwithstanding anything to the contrary herein, the ABL/Bond Form Intercreditor Agreement Agreements shall be deemed to be reasonable and acceptable to the Term Administrative Agent and the Lenders, and the Term Administrative Agent and the Lenders shall be deemed to have consented to the use of any each such ABL/Bond Form Intercreditor Agreement (and to the Term Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.016.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment Payment, payment of Junior Financing or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term LoansLoans and the Revolving Commitments), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term LoansLoans and the Revolving Commitments), Disposition, Restricted Payment Payment, payment of Junior Financing or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, IndebtednessIndebtedness (including reclassification of Indebtedness incurred under clause (I) of the definition of “Incremental Cap” to clause (II) of such definition) (other than the Indebtedness consisting of the Initial Term Loans and the Revolving Commitments), Disposition, Restricted Payment Payment, payment of Junior Financing or Affiliate transaction is permitted within its applicable covenant (but not, for the avoidance of doubt, under a different covenant) from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.. AMERICAS 107083989 2036643.08-NYCSR03A - MSW

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if in connection with any incurrence of Indebtedness under Section 2.22, “Required Lenders” and “Required Revolving Lenders” shall be calculated on a Pro Forma Basis in accordance with Section 1.04, Section 2.22 and the applicable date for meeting definition of “Incremental Cap”; provided that any requirement hereunder waiver, amendment or modification obtained on such basis (i) will become operative substantially contemporaneously with the incurrence of such Indebtedness and (ii) shall not affect the rights or duties under this Agreement of any Lender holding any Loan and/or Commitment under any other Loan Document falls then-outstanding Class in a manner that does not affect the rights or duties of the Lenders in respect of the Indebtedness incurred in reliance on a day that is not a Business Day, compliance Section 2.22 in connection with such requirement shall not be required until noon on the first Business Day following such applicable daterelevant amendment. (b) [Reserved]. (c) With respect to any determination under the terms of this Agreement that is vested in the Borrower, the Borrower shall have a right, in its sole discretion (but not any obligation), to deliver notice of such determination to the Administrative Agent, together with a reasonably detailed description thereof, which notice shall be conclusive evidence that such determination satisfied the applicable standard under this Agreement or the relevant other Loan Document unless, within five Business Days following receipt of notice of such determination (and the related description) from the Borrower, the Required Lenders deliver a written objection to such determination to the Borrower, which written objection states, with specificity, the basis upon which the Required Lenders object to such determination. (d) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (includingin any other Loan Document, without limitationif, after delivery of any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”Compliance Certificate pursuant to Section 5.01(c), it is understood and agreed subsequently determined that the Fixed Amounts (Total Rent Adjusted Net Leverage Ratio set forth in such Compliance Certificate is inaccurate for any reason and the result of such inaccuracy is that the Lenders received any cash proceeds thereof) amount of interest or any fee for any relevant period based on an Applicable Rate or Commitment Fee Rate that is greater than or less than the amount that would have applied if the Total Rent Adjusted Net Leverage Ratio set forth in such Compliance Certificate had been accurately reported, then, for all purposes under this Agreement, the Applicable Rate and the Commitment Fee Rate for each day during the relevant period shall be disregarded revised to be based upon the accurately determined Total Rent Adjusted Net Leverage Ratio and, in such event, any shortfall in the amount of any applicable interest payment shall be due and payable within five Business Days following the date on which the Borrower becomes aware of the relevant inaccuracy. In the event that (A) any inaccuracy in the calculation of the financial ratio Total Rent Adjusted Net Leverage Ratio resulted in a shortfall in the amount of any required interest or test applicable to principal payment and (B) such inaccuracy resulted from a good faith mistake on the Incurrence Based Amounts part of the Borrower in connection the preparation of such calculation, no Default or Event of Default shall arise under this Agreement with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained respect thereto unless the relevant amount has not been paid within the period described in Section 7.01 or Section 7.02the preceding sentence. (ce) Notwithstanding anything With respect to determination of the contrary hereinpermissibility of any transaction by Holdings, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and Borrower and/or any subsidiary under this Agreement, (i) the delivery by the Borrower of a third party valuation report from (A) a nationally recognized accounting, appraisal, investment banking or consulting firm or (B) another firm reasonably acceptable to the Administrative Agent and the LendersAgent, and the Administrative Agent and the Lenders in each case, shall be deemed to have consented conclusive with respect to the use value of the assets covered thereby and (ii) any such ABL/Bond Intercreditor Agreement determination of whether an action is taken “in the ordinary course of business” or “in a manner consistent with past practice” (and to the Administrative Agent’s execution thereofor, in either case, any similar expression) in connection with any Indebtedness permitted to shall be incurred, issued and/or assumed made by the Borrower in good faith. (f) It is understood and agreed for the avoidance of doubt that the carve-outs from the provisions of Section 5.16 and/or Article 6 may include items or any activities that are not restricted by the relevant provision and the inclusion of its Subsidiaries pursuant such items or activities shall not be construed to expand the scope of Section 7.015.16 and/or Article 6, as applicable.

Certain Determinations. (a) For Notwithstanding anything to the contrary herein, for purposes of determining compliance with any of the covenants set forth described in Article V and Article VI, if any transaction or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories action would be permitted pursuant to Article V one or Article VI (including in connection with any Incremental Facility)more provisions described therein, the Borrower may divide and classify such transaction or action within the relevant covenant (or other provisions) in any manner that complies with such covenant (or other provision) set forth therein, and may later divide and reclassify any such transaction or action so long as the transaction or action (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception (or other provisions) as of the date of such reclassification; provided that if any financial ratio or test governing any applicable Incurrence Based Amount would be satisfied in any subsequent period following the utilization of any Fixed Amount, such reclassification shall be deemed to have automatically occurred if not elected otherwise by the Lead Borrower; provided, further, that such reclassification shall not be permitted with respect to (i) the Indebtedness consisting of the Initial Term Loans, which shall in its sole discretion determine only be permitted under which category such Lien (other than Section 6.01(a)(i), or Liens with respect to the Initial Term Loans, which shall only be permitted under Section 6.02(i), Investment(ii) the Indebtedness under the ABL Credit Agreement and the other ABL Loan Documents, Indebtedness which shall only be permitted under Section 6.01(a)(xxxi), or Liens with respect to the Loans (other than as defined in the ABL Credit Agreement), which shall only be permitted under Section 6.02(xvii) and (iii) the Indebtedness consisting of the Initial Term Loans, which shall only be permitted under Section 6.01(a)(xxxii), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice Liens with respect to the Administrative Agent or any LenderInitial Term Loans, which shall only be permitted under Section 6.02(xxi). For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything the foregoing, for purposes of any determination under Article V, Article VI or Article VII or any determination under any other provision of this Agreement subject to any Dollar limitation, threshold or basket, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars based on the relevant currency exchange rate in effect on the applicable date of determination (rounded to the contrary hereinnearest currency unit, the ABL/Bond Intercreditor Agreement shall be deemed with 0.5 or more of a currency unit being rounded upward); provided, however, that for purposes of determining compliance with Article VI with respect to be reasonable and acceptable to the Administrative Agent and the Lendersany amount in a currency other than Dollars, and the Administrative Agent and the Lenders no Default or Event of Default shall be deemed to have consented to occurred solely as a result of changes in rates of exchange occurring after the use time such Indebtedness, Lien or Investment is incurred or Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other payment in respect of any Junior Financing is made or such ABL/Bond Intercreditor Agreement (and transaction with an Affiliate is entered into; provided, further, that, for the avoidance of doubt, the foregoing provisions of this Section 1.07(c) shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Lien or Investment may be incurred or Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other payments in respect of any Junior Financing may be made or such transaction with an Affiliate may be entered into at any time under such Sections. For purposes of any determination of Consolidated Total Indebtedness, amounts in currencies other than Dollars shall be translated into Dollars at the Administrative Agent’s execution thereof) currency exchange rates used in connection with any Indebtedness permitted to be incurred, issued and/or assumed by preparing the Borrower or any of its Subsidiaries most recently delivered financial statements pursuant to Section 7.015.01(a) or Section 5.01(b) adjusted to reflect the currency translation effects, determined in accordance with GAAP, of any Swap Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the dollar equivalent thereof. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower’s consent (such consent not to be unreasonably withheld) to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

Certain Determinations. ‌ (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any First Lien Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, DispositionRestricted Payment, Restricted Payment Disposition or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any First Lien Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to securing the Initial Term LoansSecured Obligations and the Liens securing the Permitted Second Priority Debt incurred on the Effective Date), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansFirst Lien Loan Documents and the Permitted Second Priority Debt incurred under the Second Lien Loan Documents on the Effective Date), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the First Lien Administrative Agent or any Lender, so long as at the time of such redesignation the Borrower would be permitted to incur such Lien, Investment, Indebtedness or Restricted Payment under such category or categories, as applicable. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other First Lien Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.026.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Form Intercreditor Agreement Agreements shall be deemed to be reasonable and acceptable to the First Lien Administrative Agent and the Lenders, and the First Lien Administrative Agent and the Lenders shall be deemed to have consented to the use of any each such ABL/Bond Form Intercreditor Agreement (and to the First Lien Administrative Agent’s execution thereof) in connection with any Indebtedness secured by the Collateral that is permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.016.01 and Section 6.02.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans, the Tranche B-1 Term Loans or, the Tranche B-2 Term Loans or the Tranche B-3 Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans, the Tranche B-1 Term Loans or, the Tranche B-2 Term Loans or the Tranche B-3 Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Term Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including any Total Net Leverage Ratio, and/or Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.02. 6.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Form Intercreditor Agreement Agreements shall be deemed to be reasonable and acceptable to the Term Administrative Agent and the Lenders, and the Term Administrative Agent and the Lenders shall be deemed to have consented to the use of any each such ABL/Bond Form Intercreditor Agreement (and to the Term Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.016.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any First Lien Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, DispositionRestricted Payment, Restricted Payment Disposition or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any First Lien Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to securing the Initial Term LoansSecured Obligations), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansFirst Lien Loan Documents), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the First Lien Administrative Agent or any Lender, so long as at the time of such redesignation the Borrower would be permitted to incur such Lien, Investment, Indebtedness or Restricted Payment under such category or categories, as applicable. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other First Lien Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.02. 6.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Form Intercreditor Agreement Agreements shall be deemed to be reasonable and acceptable to the First Lien Administrative Agent and the Lenders, and the First Lien Administrative Agent and the Lenders shall be deemed to have consented to the use of any each such ABL/Bond Form Intercreditor Agreement (and to the First Lien Administrative Agent’s execution thereof) in connection with any Indebtedness secured by the Collateral that is permitted to be incurred, issued and/or assumed by Holdings, the Borrower or any of its Subsidiaries pursuant to Section 7.01.6.01 and Section 6.02. SECTION 1.08

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) Section 6 at any time (whether at the time of incurrence or thereafter), if any Lien, Investment, Indebtedness, DispositionAsset Sale, Restricted Payment Junior Payment, prepayment of Indebtedness permitted under Section 6.18 or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V clauses of (i) Section 6.2 (solely in the case of Liens), (ii) Section 6.7 (solely in the case of Investments), (iii) Section 6.1 (solely in the case of Indebtedness), (iv) Section 6.9 (solely in the case of Asset Sales), (v) Section 6.5 (solely in the case of Restricted Junior Payments), (vi) Section 6.18 (solely in the case of prepayments of certain Indebtedness), or Article VI (including vii) Section 6.12 (solely in connection the case of transactions with any Incremental FacilityAffiliates), the Borrower (ix) shall in its sole discretion determine under which category clause or clauses of such Section such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), DispositionAsset Sale, Restricted Payment Junior Payment, prepayment of Indebtedness permitted under Section 6.18 or Affiliate transaction (or, in each case, any portion thereof) there), as the case may be, is permitted and (iiy) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category clause or categories clauses of such Section that such Lien, Investment, Indebtedness, DispositionAsset Sale, Restricted Junior Payment or Affiliate transaction transaction, as the case may be, is permitted from time to time as it time; provided that, (A) all Indebtedness under this Agreement outstanding on the Closing Date shall at all times be deemed to have been incurred pursuant to clause (a) of Section 6.1 and may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon reclassified and (B) all Liens under this Agreement outstanding on the first Business Day following such applicable dateClosing Date shall at all times be deemed to have been incurred pursuant to clause (a) of Section 6.2 and may not be reclassified. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Corporate Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) intended to be utilized with or substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 2.23, Section 6.1 or Section 7.026.2. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower Company (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans)Lien, Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans)Indebtedness, Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Credit Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.1 or Section 7.026.2. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction payment of Junior Financing meets the criteria of one, or more than one, of the categories clauses permitted pursuant to Article V or the relevant section of Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category clause such Lien (other than Liens with respect to the Initial Term LoansLoans and the Revolving Commitments, which shall only be designated under Section 6.02(i) and may not be redesignated pursuant to succeeding clause (ii)), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term LoansLoans and the Revolving Commitments, which shall only be designated under Section 6.01(i) and may not be redesignated pursuant to succeeding clause (ii)), Disposition, Restricted Payment or Affiliate transaction payment of Junior Financing (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category clause or categories clauses such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction payment of Junior Financing is permitted from time to time thereafter under the relevant Section as it may determine and without notice to the Administrative Agent or any LenderLender so long as the Borrower would meet the applicable conditions under such clause or clauses of such Section at such time. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement (other than the incurrence of Indebtedness under the Revolving Commitments, except to the extent provided in the definition of Incremental Cap) that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.026.02. (c) Notwithstanding anything to the contrary contained herein, in the ABL/Bond Intercreditor Agreement event that the Long Engineering Acquisition has not been consummated within ten (10) Business Days after the Closing Date, then each of the dollar amounts in Article VI that also have a corresponding grower component based on Consolidated EBITDA (other than the Starter Basket and Section 6.07(a)(vii)) shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed reduced by the Borrower or any product of its Subsidiaries pursuant to $3,600,000 multiplied by the respective percentage of Consolidated EBITDA set forth in the respective clause of each Section 7.01of Article VI.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if in connection with any incurrence of Indebtedness under Section 2.22, “Required Lenders” and “Required Revolving Lenders” shall be calculated on a Pro Forma Basis in accordance with Section 1.04, Section 2.22 and the applicable date for meeting definition of “Incremental Cap”; provided that any requirement hereunder waiver, amendment or modification obtained on such basis (i) will become operative substantially contemporaneously with the incurrence of such Indebtedness and (ii) shall not affect the rights or duties under this Agreement of any Lender holding any Loan and/or Commitment under any other Loan Document falls then-outstanding Class in a manner that does not affect the rights or duties of the Lenders in respect of the Indebtedness incurred in reliance on a day that is not a Business Day, compliance Section 2.22 in connection with such requirement shall not be required until noon on the first Business Day following such applicable daterelevant amendment. (b) [reserved]. (c) With respect to any determination under the terms of this Agreement that is vested in the Borrower, the Borrower shall have a right, in its sole discretion (but not any obligation), to deliver notice of such determination to the Administrative Agent, together with a reasonably detailed description thereof, which notice shall be conclusive evidence that such determination satisfied the applicable standard under this Agreement or the relevant other Loan Document unless, within five Business Days following receipt of notice of such determination (and the related description) from the Borrower, the Required Lenders deliver a written objection to such determination to the Borrower, which written objection states, with specificity, the basis upon which the Required Lenders object to such determination. (d) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (includingin any other Loan Document, without limitationif, after delivery of any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”Compliance Certificate pursuant to Section 5.01(c), it is understood and agreed subsequently determined that the Fixed Amounts (Total Net Leverage Ratio set forth in such Compliance Certificate is inaccurate for any reason and the result of such inaccuracy is that the Lenders received any cash proceeds thereof) amount of interest or any fee for any relevant period based on an Applicable Rate or Commitment Fee Rate that is greater than or less than the amount that would have applied if the Total Net Leverage Ratio set forth in such Compliance Certificate had been accurately reported, then, for all purposes under this Agreement, the Applicable Rate and the Commitment Fee Rate for each day during the relevant period shall be disregarded revised to be based upon the accurately determined Total Net Leverage Ratio and, in such event, any shortfall in the amount of any applicable interest payment shall be due and payable within five Business Days following the date on which the Borrower becomes aware of the relevant inaccuracy. In the event that (A) any inaccuracy in the calculation of the financial ratio Total Net Leverage Ratio resulted in a shortfall in the amount of any required interest or test applicable to principal payment and (B) such inaccuracy resulted from a good faith mistake on the Incurrence Based Amounts part of the Borrower in connection the preparation of such calculation, no 7575 WXXX:\98093729\19\40590.0004 Default or Event of Default shall arise under this Agreement with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained respect thereto unless the relevant amount has not been paid within the period described in Section 7.01 or Section 7.02the preceding sentence. (ce) Notwithstanding anything With respect to determination of the contrary hereinpermissibility of any transaction by Holdings, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and Borrower and/or any subsidiary under this Agreement, (i) the delivery by the Borrower of a third party valuation report from (A) a nationally recognized accounting, appraisal, investment banking or consulting firm or (B) another firm reasonably acceptable to the Administrative Agent and the LendersAgent, and the Administrative Agent and the Lenders in each case, shall be deemed to have consented conclusive with respect to the use value of the assets covered thereby and (ii) any such ABL/Bond Intercreditor Agreement determination of whether an action is taken “in the ordinary course of business” or “in a manner consistent with past practice” (and to the Administrative Agent’s execution thereofor, in either case, any similar expression) in connection with any Indebtedness permitted to shall be incurred, issued and/or assumed made by the Borrower in good faith. (f) It is understood and agreed for the avoidance of doubt that the carve-outs from the provisions of Section 5.16 and/or Article 6 may include items or any activities that are not restricted by the relevant provision and the inclusion of its Subsidiaries pursuant such items or activities shall not be construed to expand the scope of Section 7.015.16 and/or Article 6, as applicable.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time with the provisions of this Agreement, in the event that any Indebtedness (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with excluding any Incremental Facility), together with any corresponding Lien, meets the Borrower (i) shall in its sole discretion determine under which criteria of more than one category such Lien (of exceptions, thresholds, baskets, or other than Liens with respect provisions of transactions or items permitted pursuant to any clause of Sections 6.1 or 6.2, the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permittedBorrower, in its sole discretion, to make may, at any redetermination and/or to dividetime, classify or reclassify under which category (on one or more occasions) and/or divide or re-divide (on one or more occasions) such transaction or item (or portion thereof) among one or more such categories such Lienof exceptions, Investmentthresholds, Indebtednessbaskets or provisions of transactions or items permitted pursuant to any clause of Sections 6.1 or 6.2, Dispositionas elected by the Borrower in its sole discretion (other than (x) the Initial Term Loans and, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For for the avoidance of doubt, if any Incremental Facilities, Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness and (y) the applicable date for meeting Liens securing the Indebtedness described in the immediately preceding clause (x), which, in each case, may not be reclassified). It is understood and agreed that any requirement hereunder Indebtedness (including any Incremental Facilities), Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or Affiliate transaction or other transaction need not be permitted solely by reference to one category of permissive exception, threshold, basket or provision under this Agreement, but may instead be permitted in part under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable datecombination thereof. (b) Notwithstanding anything to the contrary herein, with With respect to any amounts incurred or transactions entered into or consummated (including any Indebtedness (including any Incremental Facilities), Lien, Restricted Payment, Investment, Disposition or consummated) Affiliate transaction or other transaction), in reliance on a provision combination of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Baskets and Incurrence-Based Amounts”)Baskets, it is understood and agreed that (i) the Incurrence-Based Baskets shall first be calculated without giving effect to any Fixed Amounts Baskets being relied upon for any portion of such incurrence or transactions, (ii) thereafter, the incurrence of the portion of such amounts or other applicable transaction to be entered into in reliance on any Fixed Baskets shall be calculated (and Indebtedness (excluding any cash proceeds thereofIncremental Facilities), together with any corresponding Lien, may subsequently be reclassified into Incurrence-Based Baskets in accordance with clause (a) above). In calculating the maximum amount of Indebtedness permitted to be incurred under Fixed Baskets and Incurrence-Based Baskets at the same time, only the portion of such Indebtedness intended to be incurred under Incurrence-Based Baskets shall be disregarded included in the calculation of financial ratios at the time of such initial calculation (and the portion of such Indebtedness intended to be incurred under Fixed Baskets shall be deemed to not have been incurred in calculating such financial ratio or test applicable ratios at the time of such initial calculation) and (iii) the incurrence of the portion of any such amount under the Fixed Baskets shall be included in any subsequent calculation of the Incurrence-Based Baskets to the Incurrence Based Amounts in connection with extent outstanding at such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02time. (c) Notwithstanding anything to the contrary hereinAccrual of interest, the ABL/Bond Intercreditor Agreement accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be reasonable and acceptable to an incurrence of Indebtedness for purposes of Section 6.1. (d) For purposes of determining compliance with Section 6.5, (i) the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders amount of any Investment shall be deemed to have consented to the use amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less any amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment and (ii) in the event that an Investment meets the criteria of any one of the categories described in Section 6.5 at the time such ABL/Bond Intercreditor Agreement (and Investment is made, there shall not be any requirement for such Investment to the Administrative Agent’s execution thereof) meet any other category described in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower Section 6.5 at such time or any of its Subsidiaries pursuant to Section 7.01thereafter.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V VI or Article VI VII (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, DispositionAsset Sale, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V VI or Article VI VII (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans, Delayed Draw Term Loans and the Initial Revolving Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans, Delayed Draw Term Loans and the Initial Revolving Loans), DispositionAsset Sale, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted, in its sole discretion, permitted to make any such determination or redetermination and/or to divide, classify or reclassify under which category or categories classification at such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted time and from time to time as it may determine and without notice to the Administrative Agent or any Lender. If any Lien, Investment, Indebtedness, Asset Sale, Restricted Payment or Affiliate transaction or other transaction, action, judgment or amount incurred under any provision in this Agreement or any other Loan Document (or any portion of the foregoing) previously divided and classified (or re-divided and re-classified) as set forth above under any Non-Ratio Basket Amount, could subsequently be re-divided and re-classified as an Ratio Based Basket Amount, such re-division and re-classification shall be deemed to occur automatically, in each case, unless otherwise elected by the Borrower. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, the Form of Second Lien Intercreditor Agreement attached to this Agreement as Exhibit I-2 shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of the Second Lien Intercreditor Agreement in connection with any applicable Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Restricted Subsidiaries pursuant to Section 7.03 (including pursuant to clauses (g), (r), (t), (w) and (y) thereof) and the Form of Equal Priority Intercreditor Agreement attached to this Agreement as Exhibit I-1 shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of such Form of Equal Priority Intercreditor Agreement in connection with any applicable Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Restricted Subsidiaries pursuant to Section 7.03 (including pursuant to clauses (g), (r), (t), (w) and (y) thereof). It is understood and agreed that notwithstanding anything to the contrary herein, any applicable incurrence of Indebtedness subject to an Intercreditor Agreement permitted under this Section 1.06(b) may be incurred as an Incremental Facility pursuant to Section 2.18. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitationfor the avoidance of doubt, any basket with a fixed dollar amount or based on a percentage of Consolidated EBITDA or Consolidated Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage RatioAssets) (any such amountsamount, the a “Fixed AmountsNon-Ratio Basket Amount”) substantially concurrently with on the same date as any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement (including, without limitation, any Total Leverage Ratio) that requires compliance with any such financial ratio or test (any such amountsamount, the a “Incurrence Ratio Based AmountsBasket Amount”), it is understood and agreed that the Fixed Amounts Non-Ratio Basket Amount (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence such incurrence of any Ratio Based Amounts in connection with such substantially concurrent incurrenceBasket Amount, except that incurrences of Indebtedness and Liens constituting Fixed Amounts assumed pursuant to the Non-Ratio Basket Amount under Section 7.03(g)(B)(i)(I) shall be taken into account for purposes included in the calculation of Incurrence the Ratio Based Amounts other than Incurrence Based Amounts contained in Basket Amount under Section 7.01 or Section 7.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof7.03(g)(B)(i)(II) in connection with any simultaneous incurrence of Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01thereunder.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental FacilityCommitment) at any time (whether at the time of incurrence or thereafter), if any Lien, Investment, Indebtedness, DispositionAsset Sale, Restricted Payment, Restricted Debt Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V clauses of the provision permitting such Lien, Investment, Asset Sale, Restricted Payment, Restricted Debt Payment or Article VI (including in connection with any Incremental Facility)Affiliate transaction as the case may be, the Borrower Representative (i) shall in its sole discretion determine under which category clause or clauses such Lien (other than Liens with respect to the Initial Term LoansFacilities), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term LoansFacilities, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness), DispositionAsset Sale, Restricted Payment Payments, Restricted Debt Payment, or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted), in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date.case may (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) intended to be utilized with or substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. . (c) Notwithstanding anything to If any baskets set forth in Article VI are exceeded solely as a result of fluctuations in Consolidated Adjusted EBITDA for the contrary hereinmost recent Test Period after the last time such baskets were calculated for any purpose under Article VI, the ABL/Bond Intercreditor Agreement shall such baskets will be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed not to have consented to the use been exceeded solely as a result of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01fluctuations.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter)incurrence, any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall shall, at the time of incurrence, in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination determination and/or to divide, divide or classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from at the time to time as it may determine and without notice to the Administrative Agent or any Lenderof incurrence. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first (1st) Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything the foregoing, for purposes of any determination under Article V, Article VI or Article VII or any determination under any other provision of this AMERICAS 107903477 Agreement subject to any Dollar limitation, threshold or basket, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars based on the relevant currency exchange rate in effect on the applicable date of determination (rounded to the contrary hereinnearest currency unit, the ABL/Bond Intercreditor Agreement shall be deemed with 0.5 or more of a currency unit being rounded upward); provided, however, that for purposes of determining compliance with Article VI with respect to be reasonable and acceptable to the Administrative Agent and the Lendersany amount in a currency other than Dollars, and the Administrative Agent and the Lenders no Default or Event of Default shall be deemed to have consented occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness, Lien or Investment is incurred or Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other payment in respect of any Junior Financing is made or such transaction with an Affiliate is entered into; provided, further, that, for the avoidance of doubt, the foregoing provisions of this Section 1.07(c) shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Lien or Investment may be incurred or Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other payments in respect of any Junior Financing may be made or such transaction with an Affiliate may be entered into at any time under such Sections. For purposes of any determination of Consolidated Total Indebtedness, amounts in currencies other than Dollars shall be translated into Dollars at the currency exchange rates used in preparing the most recently delivered financial statements pursuant to Section 5.01(a) or Section 5.01(b) adjusted to reflect the currency translation effects, determined in accordance with GAAP, of any Swap Agreements permitted hereunder for currency exchange risks with respect to the use applicable currency in effect on the date of determination of the Dollar equivalent thereof. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower’s consent (such consent not to be unreasonably withheld) to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such ABL/Bond Intercreditor change in currency. (d) Wherever in this Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted a borrowing, conversion, continuation or prepayment of a Eurocurrency Loan or XXXXX Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such borrowing, Eurocurrency Loan, XXXXX Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to be incurredthe nearest unit of such Alternative Currency, issued and/or assumed with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the applicable Multicurrency Tranche Issuing Bank, as the case may be. (e) The Administrative Agent shall determine the Dollar Amount of each Multicurrency Tranche Revolving Loan denominated in an Alternative Currency and Multicurrency Tranche LC Obligation in respect of Multicurrency Tranche Letters of Credit denominated in an Alternative Currency (i) for Multicurrency Tranche Revolving Loans, as of the first day of each Interest Period applicable thereto, (ii) upon the issuance and increase of any Multicurrency Tranche Letter of Credit denominated in an Alternative Currency (each such date, a “Revaluation Date”) and (iii) shall, on a quarterly basis, promptly notify the Borrower or and the AMERICAS 107903477 Multicurrency Tranche Revolving Lenders of each Dollar Amount so determined by it. Each such determination shall be based on the Exchange Rate on the date of the related Borrowing request for purposes of the initial such determination for any of its Subsidiaries pursuant to Section 7.01Multicurrency Tranche Revolving Loan.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any First Lien Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any First Lien Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the First Lien Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Ratio and/or Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.026.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Form Intercreditor Agreement Agreements shall be deemed to be reasonable and acceptable to the First Lien Administrative Agent and the Lenders, and the First Lien Administrative Agent and the Lenders shall be deemed to have consented to the use of any each such ABL/Bond Form Intercreditor Agreement (and to the First Lien Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its the other Subsidiaries of Holdings pursuant to Section 7.016.01.

Certain Determinations. (a) For Notwithstanding anything to the contrary herein, for purposes of determining compliance with any of the covenants set forth described in Article V or V, Article VI (including or in connection with any Incremental Facility) at , if any time (whether at the time of incurrence transaction or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories action would be permitted pursuant to Article V one or Article VI (including in connection with any Incremental Facility)more provisions described therein, the Borrower may divide and classify such transaction or action within the relevant covenant (or other provisions) in any manner that complies with such covenant (or other provision) set forth therein, and may later divide and reclassify any such transaction or action so long as the transaction or action (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception (or other provisions) as of the date of such reclassification; provided that if any financial ratio or test governing any applicable Incurrence Based Amount would be satisfied in any subsequent period following the utilization of any Fixed Amount, such reclassification shall be deemed to have automatically occurred if not elected otherwise by the Lead Borrower; provided, further, that such reclassification shall not be permitted with respect to (i) the Indebtedness consisting of the InitialExisting Term Loans, which shall in its sole discretion determine only be permitted under Section 6.01(a)(i), or Liens with respect to the InitialExisting Term Loans, which category such Lien shall only be permitted under Section 6.02(i), (ii) the Indebtedness under the ABL Credit Agreement and the other than ABL Loan Documents, which shall only be permitted under Section 6.01(a)(xxxi), or Liens with respect to the Initial Term LoansLoansObligations (as defined in the ABL Credit Agreement), Investment, Indebtedness which shall only be permitted under Section 6.02(xvii) and (other than iii) the Indebtedness consisting of the Initial Term LoansLoansunder the Second Lien Credit Agreement and the other Second Lien Loan Documents, which shall only be permitted under Section 6.01(a)(xxxii), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice Liens with respect to the Administrative Agent or any LenderInitial Term LoansSecured Obligations (as defined in the Second Lien Credit Agreement), which shall only be permitted under Section 6.02(xxi). For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything the foregoing, for purposes of any determination under Article V, Article VI or Article VII or any determination under any other provision of this Agreement subject to any Dollar limitation, threshold or basket, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars based on the relevant currency exchange rate in effect on the applicable date of determination (rounded to the contrary hereinnearest currency unit, the ABL/Bond Intercreditor Agreement shall be deemed with 0.5 or more of a currency unit being rounded upward); provided, however, that for purposes of determining compliance with Article VI with respect to be reasonable and acceptable to the Administrative Agent and the Lendersany amount in a currency other than Dollars, and the Administrative Agent and the Lenders no Default or Event of Default shall be deemed to have consented to occurred solely as a result of changes in rates of exchange occurring after the use time such Indebtedness, Lien or Investment is incurred or Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other payment in respect of any Junior Financing is made or such ABL/Bond Intercreditor Agreement (and transaction with an Affiliate is entered into; provided, further, that, for the avoidance of doubt, the foregoing provisions of this Section 1.07(c) shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Lien or Investment may be incurred or Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other payments in respect of any Junior Financing may be made or such transaction with an Affiliate may be entered into at any time under such Sections. For purposes of any determination of Consolidated Total Indebtedness, amounts in currencies other than Dollars shall be translated into Dollars at the Administrative Agent’s execution thereof) currency exchange rates used in connection with any Indebtedness permitted to be incurred, issued and/or assumed by preparing the Borrower or any of its Subsidiaries most recently delivered financial statements pursuant to Section 7.015.01(a) or Section 5.01(b) adjusted to reflect the currency translation effects, determined in accordance with GAAP, of any Swap Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the dollar equivalent thereof. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower’s consent (such consent not to be unreasonably withheld) to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

Certain Determinations. (a) For Notwithstanding anything to the contrary contained in this Agreement, for purposes of determining compliance whether there has been a breach and the amount of any Losses that are the subject matter of a claim for indemnification hereunder, each representation, warranty and covenant in this Agreement and each certificate or document delivered pursuant hereto shall be read without regard and without giving effect to the term(s) “material” or “Material Adverse Effect” or similar qualifiers as if such words and surrounding related words (e.g. “reasonably be expected to,” “could have” and similar restrictions and qualifiers) were deleted from such representation, warranty or covenant. (b) The right to indemnification, payment of Losses of an Indemnified Party or for other remedies based on any representation, warranty or covenant contained in or made pursuant to this Agreement shall not be affected by any investigation conducted with respect to, or any of the covenants set forth in Article V knowledge acquired (or Article VI (including in connection with any Incremental Facilitycapable or being acquired) at any time (whether at the time of incurrence or thereafter)time, any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting accuracy or inaccuracy of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each casecompliance with, any portion thereofsuch representation, warranty or covenant. (c) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, any and all disputes with regard to the calculation of Actual Net Working Capital, Actual Net Financial Position and Actual Transaction Expenses shall first be determined in accordance with the provisions set forth in Section 2.4 prior to consideration of the terms of Article 6, even if such disputes may also relate to or could be considered to be a claim for indemnification under Article 6. Further, so as to avoid double-counting the applicable date for meeting calculation of any requirement hereunder Losses subject to indemnification shall be calculated net (i) of any amounts included in the final determination of Actual Net Working Capital, Actual Net Financial Position and Actual Transaction Expenses; and (ii) net of any Tax benefit or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on indemnification by third parties (to the first Business Day following such applicable dateextent actually received by the Opto-Tech Entity and/or the Buyer). (bd) Notwithstanding anything The Party, in relation to any and all disputes regarding the Indemnification, as set forth under Section 6, shall attempt in good faith to agree upon the rights of the respective parties with regard to each of such claims. Should the Parties agree to the contrary hereinlatter, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision memorandum setting forth the terms of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) agreement shall be disregarded in drafted and signed by both Parties. If no such agreement is reached after 20 Business Days of good faith negotiation, either Buyer or the calculation of the financial ratio or test applicable Seller Representative may refer to arbitration pursuant to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in provision under Section 7.01 or Section 7.027.11. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter)incurrence, any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall shall, at the time of incurrence, in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination determination and/or to divide, divide or classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from at the time to time as it may determine and without notice to the Administrative Agent or any Lenderof incurrence. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first (1st) Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything the foregoing, for purposes of any determination under Article V, Article VI or Article VII or any determination under any other provision of this Agreement subject to any Dollar limitation, threshold or basket, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars based on the relevant currency exchange rate in effect on the applicable date of determination (rounded to the contrary hereinnearest currency unit, the ABL/Bond Intercreditor Agreement shall be deemed with 0.5 or more of a currency unit being rounded upward); provided, however, that for purposes of determining compliance with Article VI with respect to be reasonable and acceptable to the Administrative Agent and the Lendersany amount in a currency other than Dollars, and the Administrative Agent and the Lenders no Default or Event of Default shall be deemed to have consented occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness, Lien or Investment is incurred or Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other payment in respect of any Junior Financing is made or such transaction with an Affiliate is entered into; provided, further, that, for the avoidance of doubt, the foregoing provisions of this Section 1.07(c) shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Lien or Investment may be incurred or Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other payments in respect of any Junior Financing may be made or such transaction with an Affiliate may be entered into at any time under such Sections. For purposes of any determination of Consolidated Total Indebtedness, amounts in currencies other than Dollars shall be translated into Dollars at the currency exchange rates used in preparing the most recently delivered financial statements pursuant to Section 5.01(a) or Section 5.01(b) adjusted to reflect the currency translation effects, determined in accordance with GAAP, of any Swap Agreements permitted hereunder for currency exchange risks with respect to the use applicable currency in effect on the date of determination of the Dollar equivalent thereof. Each provision of this Agreement shall be subject to such AMERICAS 123601947 83 reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower’s consent (such consent not to be unreasonably withheld) to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such ABL/Bond Intercreditor change in currency. (d) Wherever in this Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted a borrowing, conversion, continuation or prepayment of a Eurocurrency Loan or SXXXX Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such borrowing, Eurocurrency Loan, SXXXX Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to be incurredthe nearest unit of such Alternative Currency, issued and/or assumed with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the applicable Multicurrency Tranche Issuing Bank, as the case may be. (e) The Administrative Agent shall determine the Dollar Amount of each Multicurrency Tranche Revolving Loan denominated in an Alternative Currency and Multicurrency Tranche LC Obligation in respect of Multicurrency Tranche Letters of Credit denominated in an Alternative Currency (i) for Multicurrency Tranche Revolving Loans, as of the first day of each Interest Period applicable thereto, (ii) upon the issuance and increase of any Multicurrency Tranche Letter of Credit denominated in an Alternative Currency (each such date, a “Revaluation Date”) and (iii) shall, on a quarterly basis, promptly notify the Borrower or and the Multicurrency Tranche Revolving Lenders of each Dollar Amount so determined by it. Each such determination shall be based on the Exchange Rate on the date of the related Borrowing Request for purposes of the initial such determination for any of its Subsidiaries pursuant to Section 7.01Multicurrency Tranche Revolving Loan.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (includingin any other Loan Document, without limitationif, after delivery of any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”Compliance Certificate pursuant to Section 5.01(c), it is understood and agreed subsequently determined that the Fixed Amounts Secured Net Leverage Ratio set forth in such Compliance Certificate is inaccurate for any reason and the result of such inaccuracy is that the Lenders received any amount of interest or any fee for any relevant period based on an Applicable Rate or Commitment Fee Rate or payment of principal based on the Required Excess Cash Flow Percentage that is greater than or less than the amount that would have applied if the Secured Net Leverage Ratio set forth in such Compliance Certificate had been accurately reported, then, for all purposes under this Agreement, (i) in the case of the Applicable Rate and any cash proceeds thereof) the Commitment Fee Rate, the Applicable Rate and the Commitment Fee Rate for each day during the relevant period shall be disregarded revised to be based upon the accurately determined Secured Net Leverage Ratio and, in such event, any shortfall in the amount of any applicable interest payment shall be due and payable within five Business Days following the date on which the Borrower becomes aware of the relevant inaccuracy and (ii) in the case of the Required Excess Cash Flow Percentage, any shortfall in the amount of any applicable principal payment shall be due and payable within five Business Days following the date on which the Borrower becomes aware of the relevant inaccuracy. In the event that (A) any inaccuracy in the calculation of the financial ratio Secured Net Leverage Ratio resulted in a shortfall in the amount of any required interest or test applicable to principal payment and (B) such inaccuracy resulted from a good faith mistake on the Incurrence Based Amounts part of the Borrower in connection the preparation of such calculation, no Default or Event of Default shall arise under this Agreement with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained respect thereto unless the relevant amount has not been paid within the period described in Section 7.01 or Section 7.02the preceding sentence. (ci) Notwithstanding anything With respect to determination of the contrary hereinpermissibility of any transaction by Holdings, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and Borrower and/or any subsidiary under this Agreement, the delivery by the Borrower of a third party valuation report from (1) a nationally recognized accounting, appraisal, investment banking or consulting firm or (2) another firm that is reasonably acceptable to the Administrative Agent and the LendersLender Representative, and the Administrative Agent and the Lenders in each case, shall be deemed to have consented conclusive with respect to the use value of the assets covered thereby and (ii) any such ABL/Bond Intercreditor Agreement determination of whether an action is taken “in the ordinary course of business” or “in a manner consistent with past practice” (and to the Administrative Agent’s execution thereofor, in either case, any similar expression) in connection with any Indebtedness permitted to shall be incurred, issued and/or assumed made by the Borrower or any of its Subsidiaries pursuant to Section 7.01in good faith.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V IX or Article VI X (including in connection with any Incremental FacilityNew Term Loan Commitments or New Term Loans) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment Dividend or Affiliate transaction Disposition meets the criteria of one, or more than one, of the categories permitted pursuant to under Article V IX or Article VI X (including in connection with any Incremental FacilityNew Term Loan Commitments or New Term Loans), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to securing the Initial Term LoansObligations and the Liens securing the obligations under the ABL Facility as of the Fifth Restatement Effective Date), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansCredit Documents), Disposition, Restricted Payment Dividend or Affiliate transaction Disposition (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment Dividend or Affiliate transaction Disposition is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. , so long as at the time of such redesignation the Borrower would be permitted to incur such Lien, Investment, Indebtedness, Dividend or Disposition under such category or categories, as applicable. (b) Notwithstanding anything to the contrary herein, any ratio calculated for purposes of determining the amount available to incur New Loan Commitments, Future Secured Debt, Ratio First Lien Indebtedness or Permitted Additional Debt shall be calculated on a Pro Forma Basis after giving effect to the incurrence of any New Loan Commitments, Future Secured Debt, Ratio First Lien Indebtedness or Permitted Additional Debt and the use of proceeds thereof (but without giving effect to any simultaneous incurrence of any New Loan Commitments, Future Secured Debt, Permitted Additional Debt or Ratio First Lien Indebtedness made in reliance on the Free and Clear Amount) and the calculation of any such ratio for purposes of determining the amount of any such Indebtedness that may be incurred shall be made without including any such Indebtedness incurred substantially concurrently in reliance on the Free and Clear Amount. (c) If any Lien, Indebtedness, Disqualified Equity Interests, Disposition, Investment, Dividend, or other transaction, action, judgment or amount (any of the foregoing in concurrent transactions, a single transaction or a series of related transactions) is incurred, issued, taken or consummated in reliance on categories of baskets measured by reference to a percentage of Consolidated EBITDA, and any Lien, Indebtedness, Disqualified Equity Interests, Disposition, Investment, Dividend, or other transaction, action, judgment or amount (including in connection with refinancing thereof) would subsequently exceed the applicable percentage of Consolidated EBITDA if calculated based on the Consolidated EBITDA on a later date (including the date of any refinancing or reclassification), such percentage of Consolidated EBITDA will not be deemed to be exceeded (so long as, in the case of refinancing any Indebtedness or Disqualified Equity Interests (and any related Lien), the principal amount or the liquidation preference of such newly incurred or issued Indebtedness or Disqualified Equity Interests does not exceed the maximum principal amount or liquidation preference in respect of the Indebtedness or Disqualified Equity Interests being refinanced, extended, replaced, refunded, renewed or defeased). (d) For the avoidance of doubt, except as otherwise provided herein, if the applicable date for meeting any requirement hereunder or under any other Loan Credit Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, DispositionRestricted Payment, Restricted Payment Asset Sale or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility)VI, the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans)Lien, Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansLoan Documents), DispositionAsset Sale, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, DispositionAsset Sale, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender, so long as at the time of such redesignation the Borrower would be permitted to incur such Lien, Investment, Indebtedness or Restricted Payment under such category or categories, as applicable. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Ratio and/or Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.026.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter)thereafter),thereof, any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction payment of Junior Financing meets the criteria of one, or more than one, of the categories clauses permitted pursuant to Article V or the relevant section of Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category clause such Lien (other than Liens with respect to the Initial Term LoansLoans and the Revolving Commitments, which shall only be designated under Section 6.02(i) and may not be redesignated pursuant to succeeding clause (ii)), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term LoansLoans and the Revolving Commitments, which shall only be designated under Section 6.01(i) and may not be redesignated pursuant to succeeding clause (ii)), Disposition, Restricted Payment or Affiliate transaction payment of Junior Financing (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category clause or categories clauses such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction payment of Junior Financing is permitted from time to time thereafter under the relevant Section as it may determine and without notice to the Administrative Agent or any Lender. Lender so long as the Borrower would meet the applicable conditions under such clause or clauses of such Section at such time.. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (ba) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement (other than the incurrence of Indebtedness under the Revolving Commitments, except to the extent provided in the definition of Incremental Cap) that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.026.02. (ca) Notwithstanding anything to the contrary contained herein, in the ABL/Bond Intercreditor Agreement event that the Long Engineering Acquisition has not been consummated within ten (10) Business Days after the Closing Date, then each of the dollar amounts in Article VI that also have a corresponding grower component based on Consolidated EBITDA (other than the Starter Basket and Section 6.07(a)(vii)) shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed reduced by the Borrower or any product of its Subsidiaries pursuant to $3,600,000 multiplied by the respective percentage of Consolidated EBITDA set forth in the respective clause of each Section 7.01of Article VI.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, DispositionRestricted Payment, Restricted Payment Asset Sale or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower Bidco (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to securing the Initial Term LoansSecured Obligations), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansLoan Documents), DispositionAsset Sale, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, DispositionAsset Sale, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender, so long as at the time of such redesignation Bidco would be permitted to incur such Lien, Investment, Indebtedness or Restricted Payment under such category or categories, as applicable. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.026.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Form Intercreditor Agreement Agreements shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any each such ABL/Bond Form Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness secured by the Collateral that is permitted to be incurred, issued and/or assumed by the Borrower Bidco or any of its Subsidiaries pursuant to Section 7.016.01 and Section 6.02 and the Administrative Agent shall be authorized to execute and deliver on behalf of the Secured Parties the applicable Form Intercreditor Agreements. (d) Notwithstanding anything to the contrary herein, solely for the purposes of calculating the “ Total Net Leverage Ratio”, “ Senior Secured Net Leverage Ratio”, “ Senior Secured First Lien Net Leverage Ratio” or “ Interest Coverage Ratio” in connection with any incurrence test under the covenants set forth in Article VI (including in connection with any Incremental Facility), excluding the Financial Performance Covenant, Consolidated EBITDA shall be calculated without giving effect to Consolidated EBITDA attributable solely to the Ligado Cooperation Agreement.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any First Lien Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, DispositionRestricted Payment, Restricted Payment Disposition or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any First Lien Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to securing the Initial Term LoansSecured Obligations), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansFirst Lien Loan Documents), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the First Lien Administrative Agent or any Lender, so long as at the time of such redesignation the Borrower would be permitted to incur such Lien, Investment, Indebtedness or Restricted Payment under such category or categories, as applicable. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other First Lien Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.02. 6.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Form Intercreditor Agreement Agreements shall be deemed to be reasonable and acceptable to the First Lien Administrative Agent and the Lenders, and the First Lien Administrative Agent and the Lenders shall be deemed to have consented to the use of any each such ABL/Bond Form Intercreditor Agreement (and to the First Lien Administrative Agent’s execution thereof) in connection with any Indebtedness secured by the Collateral that is permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.016.01 and Section 6.02.

Certain Determinations. AMERICAS 107903477 (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter)incurrence, any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall shall, at the time of incurrence, in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination determination and/or to divide, divide or classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from at the time to time as it may determine and without notice to the Administrative Agent or any Lenderof incurrence. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first (1st) Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything the foregoing, for purposes of any determination under Article V, Article VI or Article VII or any determination under any other provision of this Agreement subject to any Dollar limitation, threshold or basket, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars based on the relevant currency exchange rate in effect on the applicable date of determination (rounded to the contrary hereinnearest currency unit, the ABL/Bond Intercreditor Agreement shall be deemed with 0.5 or more of a currency unit being rounded upward); provided, however, that for purposes of determining compliance with Article VI with respect to be reasonable and acceptable to the Administrative Agent and the Lendersany amount in a currency other than Dollars, and the Administrative Agent and the Lenders no Default or Event of Default shall be deemed to have consented occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness, Lien or Investment is incurred or Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other payment in respect of any Junior Financing is made or such transaction with an Affiliate is entered into; provided, further, that, for the avoidance of doubt, the foregoing provisions of this Section 1.07(c) shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Lien or Investment may be incurred or Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other payments in respect of any Junior Financing may be made or such transaction with an Affiliate may be entered into at any time under such Sections. For purposes of any determination of Consolidated Total Indebtedness, amounts in currencies other than Dollars shall be translated into Dollars at the currency exchange rates used in preparing the most recently delivered financial statements pursuant to Section 5.01(a) or Section 5.01(b) adjusted to reflect the currency translation effects, determined in AMERICAS 107903477 accordance with GAAP, of any Swap Agreements permitted hereunder for currency exchange risks with respect to the use applicable currency in effect on the date of determination of the Dollar equivalent thereof. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower’s consent (such consent not to be unreasonably withheld) to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such ABL/Bond Intercreditor change in currency. (d) Wherever in this Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted a borrowing, conversion, continuation or prepayment of a Eurocurrency Loan or XXXXX Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such borrowing, Eurocurrency Loan, XXXXX Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to be incurredthe nearest unit of such Alternative Currency, issued and/or assumed with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the applicable Multicurrency Tranche Issuing Bank, as the case may be. (e) The Administrative Agent shall determine the Dollar Amount of each Multicurrency Tranche Revolving Loan denominated in an Alternative Currency and Multicurrency Tranche LC Obligation in respect of Multicurrency Tranche Letters of Credit denominated in an Alternative Currency (i) for Multicurrency Tranche Revolving Loans, as of the first day of each Interest Period applicable thereto, (ii) upon the issuance and increase of any Multicurrency Tranche Letter of Credit denominated in an Alternative Currency (each such date, a “Revaluation Date”) and (iii) shall, on a quarterly basis, promptly notify the Borrower or and the Multicurrency Tranche Revolving Lenders of each Dollar Amount so determined by it. Each such determination shall be based on the Exchange Rate on the date of the related Borrowing request for purposes of the initial such determination for any of its Subsidiaries pursuant to Section 7.01Multicurrency Tranche Revolving Loan.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if in connection with any incurrence of Indebtedness under Section 2.22, “Required Lenders” shall be calculated on a Pro Forma Basis in accordance with Section 1.04, Section 2.22 and the applicable date for meeting definition of “Incremental Cap”; provided that any requirement hereunder waiver, amendment or modification obtained on such basis (i) will become operative substantially contemporaneously with the incurrence of such Indebtedness and (ii) shall not affect the rights or duties under this Agreement of any Lender holding any Loan and/or Commitment under any other Loan Document falls then-outstanding Class in a manner that does not affect the rights or duties of the Lenders in respect of the Indebtedness incurred in reliance on a day that is not a Business Day, compliance Section 2.22 in connection with such requirement shall not be required until noon on the first Business Day following such applicable daterelevant amendment. (b) It is understood and agreed that (i) with respect to any Default or Event of Default, the words “exists,” “is continuing” or any similar expression with respect thereto shall mean that the Default or Event of Default has occurred and has not yet been cured or waived; (ii) if any Default or Event of Default occurs due to (A) the failure by the Borrower and/or any Restricted Subsidiary to take any action by a specified time, such Default or Event of Default shall be deemed to have been cured at the time, if any, that the applicable Person takes such action or (B) the taking of any action by the Borrower and/or any Restricted Subsidiary that is not then permitted by the terms of this Agreement or any other Loan Document, such Default or Event of Default shall be deemed to be cured on the earlier to occur of (1) the date on which such action would be permitted at such time to be taken under this Agreement and (2) the date on which such action is unwound or modified to the extent necessary so that the modified action is permitted by this Agreement or the other relevant Loan Document; and (iii) if any Default or Event of Default occurs that is subsequently cured (a “Cured Default”), any other Default or Event of Default resulting from the making or deemed making of any representation or warranty by any Loan Party or the taking of any action by any Loan Party or any subsidiary of any Loan Party, in each case which subsequent Default or Event of Default would not have arisen had the Cured Default not occurred, shall be deemed to be cured automatically upon, and simultaneously with, the cure of the Cured Default, but only to the extent that a Responsible Officer of the Borrower was not aware of the existence of the Cured Default that caused the relevant subsequent Default or Event of Default to arise at the time of the making or deemed making of the relevant representation and warranty or the taking of the relevant action. (i) Notwithstanding anything to the contrary hereinin the Section 1.15(b), an Event of Default (the “Initial Default”) may not be cured pursuant to Section 1.15(b)(ii): (A) if the taking of any action by any Loan Party or Subsidiary of a Loan Party that is not permitted during, and as a result of, the continuance of such Initial Default directly results in the cure of such Initial Default and a Responsible Officer of the Borrower had actual knowledge at the time of taking any such action that the Initial Default had occurred and was continuing; (B) if such Event of Default arises under Section 7.01(f) or (g); (C) if such Event of Default arises under, Section 7.01(e) (solely with respect to non-compliance with Section 5.11 (other than as the result of a use of proceeds for a transaction prohibited by any amounts incurred or transactions entered into (or consummated) in reliance on a other provision of this Agreement that does not require compliance with the Loan Documents)); or (D) if such Event of Default arises under, Section 7.01(j) or (k) and such Event of Default directly results in a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation material impairment of the financial ratio or test applicable to rights and remedies of the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except Lenders and the Administrative Agent under the Loan Documents that incurrences is incapable of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02being cured. (c) Notwithstanding anything With respect to any determination under the terms of this Agreement that is vested in the Borrower, the Borrower shall have a right, in its sole discretion (but not any obligation), to deliver notice of such determination to the contrary hereinAdministrative Agent, together with a reasonably detailed description thereof, which notice shall be conclusive evidence that such determination satisfied the applicable standard under this Agreement or the relevant other Loan Document unless, within five Business Days following receipt of notice of such determination (and the related description) from the Borrower, the ABL/Bond Intercreditor Agreement shall be deemed Required Lenders deliver a written objection to be reasonable and such determination to the Borrower, which written objection states, with specificity, the basis upon which the Required Lenders object to such determination. (d) [Reserved]. (e) With respect to determination of the permissibility of any transaction by Holdings, the Borrower and/or any subsidiary under this Agreement, (i) the delivery by the Borrower of a third party valuation report from (A) a nationally recognized accounting, appraisal, investment banking or consulting firm or (B) another firm reasonably acceptable to the Administrative Agent and the LendersAgent, and the Administrative Agent and the Lenders in each case, shall be deemed to have consented conclusive with respect to the use value of the assets covered thereby and (ii) any such ABL/Bond Intercreditor Agreement determination of whether an action is taken “in the ordinary course of business” or “in a manner consistent with past practice” (and to the Administrative Agent’s execution thereofor, in either case, any similar expression) in connection with any Indebtedness permitted to shall be incurred, issued and/or assumed made by the Borrower in good faith. (f) It is understood and agreed for the avoidance of doubt that the carve-outs from the provisions of Section 5.16 and/or Article 6 may include items or any of its Subsidiaries pursuant to Section 7.01activities that are not restricted by the relevant provision.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans or the Tranche B-1 Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans or the Tranche B-1 Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Term Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including any Total Net Leverage Ratio, and/or Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.026.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Form Intercreditor Agreement Agreements shall be deemed to be reasonable and acceptable to the Term Administrative Agent and the Lenders, and the Term Administrative Agent and the Lenders shall be deemed to have consented to the use of any each such ABL/Bond Form Intercreditor Agreement (and to the Term Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.016.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if in connection with any incurrence of Indebtedness under Section 2.22, “Required Lenders” and “Required Revolving Lenders” shall be calculated on a Pro Forma Basis in accordance with Section 1.04, Section 2.22 and the applicable date for meeting definition of “Incremental Cap”; provided that any requirement hereunder waiver, amendment or modification obtained on such basis (i) will become operative substantially contemporaneously with the incurrence of such Indebtedness and (ii) shall not affect the rights or duties under this Agreement of any Lender holding any Loan and/or Commitment under any other Loan Document falls then-outstanding Class in a manner that does not affect the rights or duties of the Lenders in respect of the Indebtedness incurred in reliance on a day that is not a Business Day, compliance Section 2.22 in connection with such requirement shall not be required until noon on the first Business Day following such applicable daterelevant amendment. (b) [Reserved]. (c) With respect to any determination under the terms of this Agreement that is vested in the Borrower, the Borrower shall have a right, in its sole discretion (but not any obligation), to deliver notice of such determination to the Administrative Agent, together with a reasonably detailed description thereof, which notice shall be conclusive evidence that such determination satisfied the applicable standard under this Agreement or the relevant other Loan Document unless, within five Business Days following receipt of notice of such determination (and the related description) from the Borrower, the Required Lenders deliver a written objection to such determination to the Borrower, which written objection states, with specificity, the basis upon which the Required Lenders object to such determination. (d) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (includingin any other Loan Document, without limitationif, after delivery of any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”Compliance Certificate pursuant to Section 5.01(c), it is understood and agreed subsequently determined that the Fixed Amounts (Total Rent Adjusted Net Leverage Ratio set forth in such Compliance Certificate is inaccurate for any reason and the result of such inaccuracy is that the Lenders received any cash proceeds thereof) amount of interest or any fee for any relevant period based on an Applicable Rate or, a 2024 Incremental Delayed Draw Term Loan Commitment Fee Rate or a Revolving Commitment Fee Rate that is greater than or less than the amount that would have applied if the Total Rent Adjusted Net Leverage Ratio set forth in such Compliance Certificate had been accurately reported, then, for all purposes under this Agreement, the Applicable Rate and, the 2024 Incremental Delayed Draw Term Loan Commitment Fee Rate and the Revolving Commitment Fee Rate for each day during the relevant period shall be disregarded revised to be based upon the accurately determined Total Rent Adjusted Net Leverage Ratio and, in such event, any shortfall in the amount of any applicable interest payment shall be due and payable within five Business Days following the date on which the Borrower becomes aware of the relevant inaccuracy. In the event that (A) any inaccuracy in the calculation of the financial ratio Total Rent Adjusted Net Leverage Ratio resulted in a shortfall in the amount of any required interest or test applicable to principal payment and (B) such inaccuracy resulted from a good faith mistake on the Incurrence Based Amounts part of the Borrower in connection the preparation of such calculation, no Default or Event of Default shall arise under this Agreement with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained respect thereto unless the relevant amount has not been paid within the period described in Section 7.01 or Section 7.02the preceding sentence. (ce) Notwithstanding anything With respect to determination of the contrary hereinpermissibility of any transaction by Holdings, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and Borrower and/or any subsidiary under this Agreement, (i) the delivery by the Borrower of a third party valuation report from (A) a nationally recognized accounting, appraisal, investment banking or consulting firm or (B) another firm reasonably acceptable to the Administrative Agent and the LendersAgent, and the Administrative Agent and the Lenders in each case, shall be deemed to have consented conclusive with respect to the use value of the assets covered thereby and (ii) any such ABL/Bond Intercreditor Agreement determination of whether an action is taken “in the ordinary course of business” or “in a manner consistent with past practice” (and to the Administrative Agent’s execution thereofor, in either case, any similar expression) in connection with any Indebtedness permitted to shall be incurred, issued and/or assumed made by the Borrower in good faith. (f) It is understood and agreed for the avoidance of doubt that the carve-outs from the provisions of Section 5.16 and/or Article 6 may include items or any activities that are not restricted by the relevant provision and the inclusion of its Subsidiaries pursuant such items or activities shall not be construed to expand the scope of Section 7.015.16 and/or Article 6, as applicable.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI VII (including in connection with any theany Incremental Facility), (x) if at any time (whether at the whetherthe time of incurrence or thereafter), making any Lien, Investment, Indebtedness, DispositionAsset Sale, Restricted Payment or Affiliate transaction such transaction meets the criteria of one, or more than one, of the categories of the applicable covenant permitted pursuant to Article V or Article VI VII (including in connection with any Incremental Facility), such transaction shall be permitted and classified under one or more of such categories of such covenant at the time of such transaction, in each case, as determined by the Parent Borrower in its sole discretion at such time and may not be reclassified or divided subsequent to the time of such transaction and (iy) if at the time of incurrence or thereafter),of any Lien, Investment,Liens or Indebtedness, Asset Sale, Restricted Payment or Affiliate such transaction meets the criteria of one, or more than one, of the categories of the applicable covenant permitted pursuant to Article VII (including in connection with the Incremental Facility), the Parent Borrower shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans)Lien, Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans)Indebtedness, DispositionAsset Sale, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permittedany Incremental Facility), such transaction shall be permitted and (ii) shall be permittedclassified under one or more of such categories of such covenant at the time of such transaction, in each case, as determined by the Parent Borrower in its sole discretion at such time and the Parent Borrower may, in its sole discretion, from time to make any redetermination and/or to time later divide, classify or reclassify under which category reclassify, such Lien or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if Indebtedness among the applicable date for meeting categories of such covenant in any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable datemanner permitted by this Agreement. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment Payment, payment of Junior Financing or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term LoansLoans and the Revolving Commitments), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term LoansLoans and the Revolving Commitments), Disposition, Restricted Payment Payment, payment of Junior Financing or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, IndebtednessIndebtedness (including reclassification of Indebtedness incurred under clause (I) of the definition of “Incremental Cap” to clause (II) of such definition) (other than the Indebtedness consisting of the Initial Term Loans and the Revolving Commitments), Disposition, Restricted Payment Payment, payment of Junior Financing or Affiliate transaction is permitted within its applicable covenant (but not, for the avoidance of doubt, under a different covenant) from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Ratio or Total Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02.cash (c) Notwithstanding anything to the contrary hereincontained in this Agreement or in any other Loan Document, to the ABL/Bond Intercreditor Agreement extent that any Lender extends the maturity date of, or replaces, renews or refinances, any of its then-existing Loans with Incremental Term Loans, Other Revolving Commitments, Other Revolving Loans, or loans incurred under a new credit facility, in each case, to the extent such extension, replacement, renewal or refinancing is effected by means of a “cashless roll” by such Lender, such extension, replacement, renewal or refinancing shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection comply with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower requirement hereunder or any of its Subsidiaries pursuant to Section 7.01other Loan Document that such payment be made “in Dollars”, “in immediately available funds”, “in Cash” or any other similar requirement.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if in connection with any incurrence of Indebtedness under Section 2.22, “Required Lenders” and “Required Revolving Lenders” shall be calculated on a Pro Forma Basis in accordance with Section 1.04, Section 2.22 and the applicable date for meeting definition of “Incremental Cap”; provided that any requirement hereunder waiver, amendment or modification obtained on such basis (i) will become operative substantially contemporaneously with the incurrence of such Indebtedness and (ii) shall not affect the rights or duties under this Agreement of any Lender holding any Loan and/or Commitment under any other Loan Document falls then-outstanding Class in a manner that does not affect the rights or duties of the Lenders in respect of the Indebtedness incurred in reliance on a day that is not a Business Day, compliance Section 2.22 in connection with such requirement shall not be required until noon on the first Business Day following such applicable daterelevant amendment. (b) [Reserved]. (c) With respect to any determination under the terms of this Agreement that is vested in the Borrower, the Borrower shall have a right, in its sole discretion (but not any obligation), to deliver notice of such determination to the Administrative Agent, together with a reasonably detailed description thereof, which notice shall be conclusive evidence that such determination satisfied the applicable standard under this Agreement or the relevant other Loan Document unless, within five Business Days following receipt of notice of such determination (and the related description) from the Borrower, the Required Lenders deliver a written objection to such determination to the Borrower, which written objection states, with specificity, the basis upon which the Required Lenders object to such determination. (d) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (includingin any other Loan Document, without limitationif, after delivery of any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”Compliance Certificate pursuant to Section 5.01(c), it is understood and agreed subsequently determined that the Fixed Amounts (Total Rent Adjusted Net Leverage Ratio set forth in such Compliance Certificate is inaccurate for any reason and the result of such inaccuracy is that the Lenders received any cash proceeds thereof) amount of interest or any fee for any relevant period based on an Applicable Rate or Commitment Fee Rate that is greater than or less than the amount that would have applied if the Total Rent Adjusted Net Leverage Ratio set forth in such Compliance Certificate had been accurately reported, then, for all purposes under this Agreement, the Applicable Rate and the Commitment Fee Rate for each day during the relevant period shall be disregarded revised to be based upon the accurately determined Total Rent Adjusted Net Leverage Ratio and, in such event, any shortfall in the amount of any applicable interest payment shall be due and payable within five Business Days following the date on which the Borrower becomes aware of the relevant inaccuracy. In the event that (A) any inaccuracy in the calculation of the financial ratio Total Rent Adjusted Net Leverage Ratio resulted in a shortfall in the amount of any required interest or test applicable to principal payment and (B) such inaccuracy resulted from a good faith mistake on the Incurrence Based Amounts part of the Borrower in connection the preparation of such calculation, no Default or Event of Default shall arise under this Agreement with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained respect thereto unless the relevant amount has not been paid within the period described in Section 7.01 or Section 7.02the preceding sentence. (ce) Notwithstanding anything With respect to determination of the contrary hereinpermissibility of any transaction by Holdings, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and Borrower and/or any subsidiary under this Agreement, (i) the delivery by the Borrower of a third party valuation report from (A) a nationally recognized accounting, appraisal, investment banking or consulting WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004 firm or (B) another firm reasonably acceptable to the Administrative Agent and the LendersAgent, and the Administrative Agent and the Lenders in each case, shall be deemed to have consented conclusive with respect to the use value of the assets covered thereby and (ii) any such ABL/Bond Intercreditor Agreement determination of whether an action is taken “in the ordinary course of business” or “in a manner consistent with past practice” (and to the Administrative Agent’s execution thereofor, in either case, any similar expression) in connection with any Indebtedness permitted to shall be incurred, issued and/or assumed made by the Borrower in good faith. (f) It is understood and agreed for the avoidance of doubt that the carve-outs from the provisions of Section 5.16 and/or Article 6 may include items or any activities that are not restricted by the relevant provision and the inclusion of its Subsidiaries pursuant such items or activities shall not be construed to expand the scope of Section 7.015.16 and/or Article 6, as applicable.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter)incurrence, any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall shall, at the time of incurrence, in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination determination and/or to divide, divide or classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from at the time to time as it may determine and without notice to the Administrative Agent or any Lenderof incurrence. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first (1st) Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything the foregoing, for purposes of any determination under Article V, Article VI or Article VII or any determination under any other provision of this Agreement subject to any Dollar limitation, threshold or basket, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars based on the relevant currency exchange rate in effect on the applicable date of determination (rounded to the contrary hereinnearest currency unit, the ABL/Bond Intercreditor Agreement shall be deemed with 0.5 or more of a currency unit being rounded upward); provided, however, that for purposes of determining compliance with Article VI with respect to be reasonable and acceptable to the Administrative Agent and the Lendersany amount in a currency other than Dollars, and the Administrative Agent and the Lenders no Default or Event of Default shall be deemed to have consented to occurred solely as a result of changes in rates of exchange occurring after the use time such Indebtedness, Lien or Investment is incurred or Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other payment in respect of any Junior Financing is made or such ABL/Bond Intercreditor Agreement (and transaction with an Affiliate is entered into; provided, further, that, for the avoidance of doubt, the foregoing provisions of this Section 1.07(c) shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Lien or Investment may be incurred or Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other payments in respect of any Junior Financing may be made or such transaction with an Affiliate may be entered into at any time under such Sections. For purposes of any determination of Consolidated Total Indebtedness, amounts in currencies other than Dollars shall be translated into Dollars at the Administrative Agent’s execution thereof) currency exchange rates used in connection with any Indebtedness permitted to be incurred, issued and/or assumed by preparing the Borrower or any of its Subsidiaries most recently delivered financial statements pursuant to Section 7.015.01(a) or Section 5.01(b) adjusted to reflect the currency translation effects, determined in accordance with GAAP, of any Swap Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the U.S. dollar equivalent thereof. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower’s consent (such consent not to be unreasonably withheld) to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, DispositionRestricted Payment, Restricted Payment Asset Sale or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower Bidco (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to securing the Initial Term LoansSecured Obligations), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansLoan Documents), DispositionAsset Sale, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, DispositionAsset Sale, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender, so long as at the time of such redesignation Bidco would be permitted to incur such Lien, Investment, Indebtedness or Restricted Payment under such category or categories, as applicable. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.026.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Form Intercreditor Agreement Agreements shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any each such ABL/Bond Form Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness secured by the Collateral that is permitted to be incurred, issued and/or assumed by the Borrower Bidco or any of its Subsidiaries pursuant to Section 7.016.01 and Section 6.02 and the Administrative Agent shall be authorized to execute and deliver on behalf of the Secured Parties the applicable Form Intercreditor Agreements. (d) Notwithstanding anything to the contrary herein, solely for the purposes of calculating the “Total Net Leverage Ratio”, “Senior Secured Net Leverage Ratio”, “Senior Secured First Lien Net Leverage Ratio” or “Interest Coverage Ratio” in connection with any incurrence test under the covenants set forth in Article VI (including in connection with any Incremental Facility), excluding the Financial Performance Covenant, Consolidated EBITDA shall be calculated without giving effect to Consolidated EBITDA attributable solely to the Ligado Cooperation Agreement.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any First Lien Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, DispositionRestricted Payment, Restricted Payment Disposition or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any First Lien Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to securing the Initial Term LoansSecured Obligations), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansFirst Lien Loan Documents), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the First Lien Administrative Agent or any Lender, so long as at the time of such redesignation the Borrower would be permitted to incur such Lien, Investment, Indebtedness or Restricted Payment under such category or categories, as applicable. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other First Lien Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.026.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Form Intercreditor Agreement Agreements shall be deemed to be reasonable and acceptable to the First Lien Administrative Agent and the Lenders, and the First Lien Administrative Agent and the Lenders shall be deemed to have consented to the use of any each such ABL/Bond Form Intercreditor Agreement (and to the First Lien Administrative Agent’s execution thereof) in connection with any Indebtedness secured by the Collateral that is permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.016.01 and Section 6.02.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V VI or Article VI VII (including in connection with any Incremental FacilityTerm Loan or Incremental Equivalent Debt) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment Dividend or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V VI or Article VI VII (including in connection with any Incremental FacilityTerm Loan or Incremental Equivalent Debt), the Borrower Company (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment Dividend or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and may classify or reclassify such transaction or item (or portion thereof) in any category and (ii) shall be permitted, in its sole discretion, permitted to make any such determination or redetermination and/or to divide, classify or reclassify under which category classification or categories reclassification at such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted time and from time to time as it may determine and without notice to the Administrative Agent or any Lender. For purposes of determining the avoidance permissibility of doubtany action, if change, transaction or event that by the applicable date for meeting terms of the Loan Documents requires a calculation of any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any including the Consolidated Total Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, Ratio or the Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts), the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrenceshall, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall as expressly permitted under this Agreement, be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 calculated at the time such action is taken, such change is made, such transaction is consummated or Section 7.02. (c) Notwithstanding anything to such event occurs, as the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenderscase may be, and the Administrative Agent and the Lenders no Default or Event of Default shall be deemed to have consented to occurred solely as a result of a change in such financial ratio or test occurring after the use of any time such ABL/Bond Intercreditor Agreement (and to action is taken, such change is made, such transaction is consummated or such event occurs, as the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01case may be.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans, the Tranche B-1 Term Loans or, the Tranche B-2 Term Loans or the Tranche B-3 Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans, the Tranche B-1 Term Loans or, the Tranche B-2 Term Loans or the Tranche B-3 Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Term Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including any Total Net Leverage Ratio, and/or Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.026.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any First Lien Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, DispositionRestricted Payment, Restricted Payment Disposition or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any First Lien Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to securing the Initial Term LoansSecured Obligations), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansFirst Lien Loan Documents), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the First Lien Administrative Agent or any Lender, so long as at the time of such redesignation the Borrower would be permitted to incur such Lien, Investment, Indebtedness or Restricted Payment under such category or categories, as applicable. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other First Lien Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V IX or Article VI (including in connection with any Incremental Facility) X at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment Dividend or Affiliate transaction Disposition meets the criteria of one, or more than one, of the categories permitted pursuant to under Article V IX or Article VI (including in connection with any Incremental Facility)X, the Parent Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to securing the Initial Term LoansObligations and the Liens securing the obligations under the CF Facilities as of the Amendment No. 1 Effective Date), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansCredit Documents), Disposition, Restricted Payment Dividend or Affiliate transaction Disposition (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment Dividend or Affiliate transaction Disposition is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. , so long as at the time of such redesignation the Parent Borrower would be permitted to incur such Lien, Investment, Indebtedness, Dividend or Disposition under such category or categories, as applicable. (b) Notwithstanding anything to the contrary herein, any ratio calculated for purposes of determining the amount available to incur Future Secured Debt, Ratio First Lien Indebtedness or Permitted Additional Debt shall be calculated on a Pro Forma Basis after giving effect to the incurrence of any Future Secured Debt, Ratio First Lien Indebtedness or Permitted Additional Debt and the use of proceeds thereof (but without giving effect to any simultaneous incurrence of any Future Secured Debt, Permitted Additional Debt or Ratio First Lien Indebtedness made in reliance on the Free and Clear Amount) and the calculation of any such ratio for purposes of determining the amount of any such Indebtedness that may be incurred shall be made without including any such Indebtedness incurred substantially concurrently in reliance on the Free and Clear Amount. (c) If any Lien, Indebtedness, Disqualified Equity Interests, Disposition, Investment, Dividend, or other transaction, action, judgment or amount (any of the foregoing in concurrent transactions, a single transaction or a series of related transactions) is incurred, issued, taken or consummated in reliance on categories of baskets measured by reference to a percentage of Consolidated EBITDA, and any Lien, Indebtedness, Disqualified Equity Interests, Disposition, Investment, Dividend, or other transaction, action, judgment or amount (including in connection with refinancing thereof) would subsequently exceed the applicable percentage of Consolidated EBITDA if calculated based on the Consolidated EBITDA on a later date (including the date of any refinancing or reclassification), such percentage of Consolidated EBITDA will not be deemed to be exceeded (so long as, in the case of refinancing any Indebtedness or Disqualified Equity Interests (and any related Lien), the principal amount or the liquidation preference of such newly incurred or issued Indebtedness or Disqualified Equity Interests does not exceed the maximum principal amount or liquidation preference in respect of the Indebtedness or Disqualified Equity Interests being refinanced, extended, replaced, refunded, renewed or defeased). (d) For the avoidance of doubt, except as otherwise provided herein, if the applicable date for meeting any requirement hereunder or under any other Loan Credit Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) Section 6 at any time (whether at the time of incurrence or thereafter), if any Lien, Investment, Indebtedness, DispositionAsset Sale, Restricted Payment Junior Payment, prepayment of Indebtedness permitted under Section 6.18 or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI clauses of (including i) Section 6.2 (solely in connection with any Incremental Facilitythe case of Liens), (ii) Section 6.7 (solely in the case of Investments), (iii) Section 6.1 (solely in the case of Indebtedness), (iv) Section 6.9 (solely in the case of Asset Sales), (v) Section 6.5 (solely in the case of Restricted Junior Payments), (vi) Section 6.18 (solely in the case of prepayments of certain Indebtedness), or (vii) Section 6.12 (solely in the case of transactions with Affiliates), Borrower (ix) shall in its sole discretion determine under which category clause or clauses of such Section such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), DispositionAsset Sale, Restricted Payment Junior Payment, prepayment of Indebtedness permitted under Section 6.18 or Affiliate transaction (or, in each case, any portion thereof) there), as the case may be, is permitted and (iiy) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category clause or categories clauses of such Section that such Lien, Investment, Indebtedness, DispositionAsset Sale, Restricted Junior Payment or Affiliate transaction transaction, as the case may be, is permitted from time to time as it time; provided that, (A) all Indebtedness under this Agreement outstanding on the Closing Date shall at all times be deemed to have been incurred pursuant to clause (a) of Section 6.1 and may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon reclassified and (B) all Liens under this Agreement outstanding on the first Business Day following such applicable dateClosing Date shall at all times be deemed to have been incurred pursuant to clause (a) of Section 6.2 and may not be reclassified. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) intended to be utilized with or substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 2.23, Section 6.1 or Section 7.026.2. (c) Notwithstanding anything Commencing on the date such Designated Other Commitments are established after giving pro forma effect to the contrary hereinincurrence of the entire committed amount of the Indebtedness thereunder (but without netting any cash proceeds thereof), the ABL/Bond Intercreditor Agreement shall such committed amount under such Designated Other Commitments may thereafter be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement borrowed (and reborrowed, if applicable), in whole or in part, from time to the Administrative Agent’s execution thereof) in connection time, without further compliance with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower basket or any of its Subsidiaries pursuant to Section 7.01financial ratio or test under this Agreement.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if in connection with any incurrence of Indebtedness under Section 2.22, “Required Lenders” and “Required Revolving Lenders” shall be calculated on a Pro Forma Basis in accordance with Section 1.04, Section 2.22 and the applicable date for meeting definition of “Incremental Cap”; provided that any requirement hereunder waiver, amendment or modification obtained on such basis (i) will become operative substantially contemporaneously with the incurrence of such Indebtedness and (ii) shall not affect the rights or duties under this Agreement of any Lender holding any Loan and/or Commitment under any other Loan Document falls then-outstanding Class in a manner that does not affect the rights or duties of the Lenders in respect of the Indebtedness incurred in reliance on a day that is not a Business Day, compliance Section 2.22 in connection with such requirement shall not be required until noon on the first Business Day following such applicable daterelevant amendment. (b) [reserved]. (c) With respect to any determination under the terms of this Agreement that is vested in the Borrower, the Borrower shall have a right, in its sole discretion (but not any obligation), to deliver notice of such determination to the Administrative Agent, together with a reasonably detailed description thereof, which notice shall be conclusive evidence that such determination satisfied the applicable standard under this Agreement or the relevant other Loan Document unless, within five Business Days following receipt of notice of such determination (and the related description) from the Borrower, the Required Lenders deliver a written objection to such determination to the Borrower, which written objection states, with specificity, the basis upon which the Required Lenders object to such determination. (d) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (includingin any other Loan Document, without limitationif, after delivery of any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”Compliance Certificate pursuant to Section 5.01(c), it is understood and agreed subsequently determined that the Fixed Amounts (Total Net Leverage Ratio set forth in such Compliance Certificate is inaccurate for any reason and the result of such inaccuracy is that the Lenders received any cash proceeds thereof) amount of interest or any fee for any relevant period based on an Applicable Rate or Commitment Fee Rate that is greater than or less than the amount that would have applied if the Total Net Leverage Ratio set forth in such Compliance Certificate had been accurately reported, then, for all purposes under this Agreement, the Applicable Rate and the Commitment Fee Rate for each day during the relevant period shall be disregarded revised to be based upon the accurately determined Total Net Leverage Ratio and, in such event, any shortfall in the amount of any applicable interest payment shall be due and payable within five Business Days following the date on which the Borrower becomes aware of the relevant inaccuracy. In the event that (A) any inaccuracy in the calculation of the financial ratio Total Net Leverage Ratio resulted in a shortfall in the amount of any required interest or test applicable to principal payment and (B) such inaccuracy resulted from a good faith mistake on the Incurrence Based Amounts part of the Borrower in connection the preparation of such calculation, no Default or Event of Default shall arise under this Agreement with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained respect thereto unless the relevant amount has not been paid within the period described in Section 7.01 or Section 7.02the preceding sentence. (ce) Notwithstanding anything With respect to determination of the contrary hereinpermissibility of any transaction by Holdings, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and Borrower and/or any subsidiary under this Agreement, (i) the delivery by the Borrower of a third party valuation report from (A) a nationally recognized accounting, appraisal, investment banking or consulting firm or (B) another firm reasonably acceptable to the Administrative Agent and the LendersAgent, and the Administrative Agent and the Lenders in each case, shall be deemed to have consented conclusive with respect to the use value of the assets covered thereby and (ii) any such ABL/Bond Intercreditor Agreement determination of whether an action is taken “in the ordinary course of business” or “in a manner consistent with past practice” (and to the Administrative Agent’s execution thereofor, in either case, any similar expression) in connection with any Indebtedness permitted to shall be incurred, issued and/or assumed made by the Borrower in good faith. (f) It is understood and agreed for the avoidance of doubt that the carve-outs from the provisions of Section 5.16 and/or Article 6 may include items or any activities that are not restricted by the relevant provision and the inclusion of its Subsidiaries pursuant such items or activities shall not be construed to expand the scope of Section 7.015.16 and/or Article 6, as applicable.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental FacilityCommitment) at any time (whether at the time of incurrence or thereafter), if any Lien, Investment, Indebtedness, DispositionAsset Sale, Restricted Payment, Restricted Debt Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V clauses of the provision permitting such Lien, Investment, Asset Sale, Restricted Payment, Restricted Debt Payment or Article VI (including in connection with any Incremental Facility)Affiliate transaction as the case may be, the Borrower Representative (i) shall in its sole DOC ID - 36220401.1 discretion determine under which category clause or clauses such Lien (other than Liens with respect to the Initial Term LoansFacilities), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term LoansFacilities, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness), DispositionAsset Sale, Restricted Payment Payments, Restricted Debt Payment, or Affiliate transaction (or, in each case, any portion thereof) ), as the case may be, is permitted classified and (ii) shall be permitted, permitted in its sole discretion, to make any redetermination subsequent re-determination and/or to at a later time divide, classify or reclassify under which category clause or categories clauses such LienLien (other than Liens with respect to the Facilities), Investment, Indebtedness (other than Indebtedness under the Facilities, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness), DispositionAsset Sale, Restricted Payment Payments, Restricted Debt Payments or Affiliate transaction as the case may be, is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lendertime. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Credit Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental FacilityCommitment) at any time (whether at the time of incurrence or thereafter), if any Lien, Investment, Indebtedness, DispositionAsset Sale, Restricted Payment, Restricted Debt Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V clauses of the provision permitting such Lien, Investment, Asset Sale, Restricted Payment, Restricted Debt Payment or Article VI (including in connection with any Incremental Facility)Affiliate transaction as the case may be, the Borrower Representative (i) shall in its sole discretion determine under which category clause or clauses such Lien (other than Liens with respect to the Initial Term LoansFacilities), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term LoansFacilities, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness), DispositionAsset Sale, Restricted Payment Payments, Restricted Debt Payment, or Affiliate transaction (or, in each case, any portion thereof) ), as the case may be, is permitted classified and (ii) shall be permitted, permitted in its sole discretion, to make any redetermination subsequent re-determination and/or to at a later time divide, classify or reclassify under which category clause or categories clauses such LienLien (other than Liens with respect to the Facilities), Investment, Indebtedness (other than Indebtedness under the Facilities, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness), DispositionAsset Sale, Restricted Payment Payments, Restricted Debt Payments or Affiliate transaction as the case may be, is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lendertime. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Credit Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) intended to be utilized with or substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02.. NAI-1537241654v2 (c) Notwithstanding anything to If any baskets set forth in Article VI are exceeded solely as a result of fluctuations in Consolidated EBITDA for the contrary hereinmost recent Test Period after the last time such baskets were calculated for any purpose under Article VI, the ABL/Bond Intercreditor Agreement shall such baskets will be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed not to have consented to the use been exceeded solely as a result of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01fluctuations.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V IX or Article VI X (including in connection with any Incremental FacilityNew Term Loan Commitments or New Term Loans) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment Dividend or Affiliate transaction Disposition meets the criteria of one, or more than one, of the categories permitted pursuant to under Article V IX or Article VI X (including in connection with any Incremental FacilityNew Term Loan Commitments or New Term Loans), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to securing the Initial Term LoansObligations and the Liens securing the obligations under the ABL Facility incurred on the Fourth Restatement Effective Date), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansCredit Documents), Disposition, Restricted Payment Dividend or Affiliate transaction Disposition (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment Dividend or Affiliate transaction Disposition is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. , so long as at the time of such redesignation the Borrower would be permitted to incur such Lien, Investment, Indebtedness, Dividend or Disposition under such category or categories, as applicable. (b) Notwithstanding anything to the contrary herein, any ratio calculated for purposes of determining the amount available to incur New Loan Commitments, Future Secured Debt, Ratio First Lien Indebtedness or Permitted Additional Debt shall be calculated on a Pro Forma Basis after giving effect to the incurrence of any New Loan Commitments, Future Secured Debt, Ratio First Lien Indebtedness or Permitted Additional Debt and the use of proceeds thereof (but without giving effect to any simultaneous incurrence of any New Loan Commitments, Future Secured Debt, Permitted Additional Debt or Ratio First Lien Indebtedness made in reliance on the Free and Clear Amount) and the calculation of any such ratio for purposes of determining the amount of any such Indebtedness that may be incurred shall be made without including any such Indebtedness incurred substantially concurrently in reliance on the Free and Clear Amount. (c) If any Lien, Indebtedness, Disqualified Equity Interests, Disposition, Investment, Dividend, or other transaction, action, judgment or amount (any of the foregoing in concurrent transactions, a single transaction or a series of related transactions) is incurred, issued, taken or consummated in reliance on categories of baskets measured by reference to a percentage of Consolidated EBITDA, and any Lien, Indebtedness, Disqualified Equity Interests, Disposition, Investment, Dividend, or other transaction, action, judgment or amount (including in connection with refinancing thereof) would subsequently exceed the applicable percentage of Consolidated EBITDA if calculated based on the Consolidated EBITDA on a later date (including the date of any refinancing or reclassification), such percentage of Consolidated EBITDA will not be deemed to be exceeded (so long as, in the case of refinancing any Indebtedness or Disqualified Equity Interests (and any related Lien), the principal amount or the liquidation preference of such newly incurred or issued Indebtedness or Disqualified Equity Interests does not exceed the maximum principal amount or liquidation preference in respect of the Indebtedness or Disqualified Equity Interests being refinanced, extended, replaced, refunded, renewed or defeased). (d) For the avoidance of doubt, except as otherwise provided herein, if the applicable date for meeting any requirement hereunder or under any other Loan Credit Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any First Lien Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, DispositionRestricted Payment, Restricted Payment Disposition or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any First Lien Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to securing the Initial Term LoansSecured Obligations), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansFirst Lien Loan Documents), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the First Lien Administrative Agent or any Lender, so long as at the time of such redesignation the Borrower would be permitted to incur such Lien, Investment, Indebtedness or Restricted Payment under such category or categories, as applicable. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other First Lien Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.02. 6.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Form Intercreditor Agreement Agreements shall be deemed to be reasonable and acceptable to the First Lien Administrative Agent and the Lenders, and the First Lien Administrative Agent and the Lenders shall be deemed to have consented to the use of any each such ABL/Bond Form Intercreditor Agreement (and to the First Lien Administrative Agent’s execution thereof) in connection with any Indebtedness secured by the Collateral that is permitted to be incurred, issued and/or assumed by Holdings, the Borrower or any of its Subsidiaries pursuant to Section 7.016.01 and Section 6.02.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment Payment, payment of Junior Financing or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility)VI, the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans, Tranche A Term Loans, Tranche B Term Loans and the Revolving Commitments), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans, Tranche A Term Loans, Tranche B Term Loans and the Revolving Commitments), Disposition, Restricted Payment Payment, payment of Junior Financing or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, IndebtednessIndebtedness (other than the Indebtedness consisting of the Initial Term Loans, Tranche A Term Loans, Tranche B Term Loans and the Revolving Commitments), Disposition, Restricted Payment Payment, payment of Junior Financing or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For within its applicable covenant (but not, for the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date.of (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Ratio or Total Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 6.01 or Section 7.02. 6.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01[reserved].

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter)incurrence, any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall shall, at the time of incurrence, in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination determination and/or to divide, divide or classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from at the time to time as it may determine and without notice to the Administrative Agent or any Lenderof incurrence. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first (1st) Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. . (c) Notwithstanding anything the foregoing, for purposes of any determination under Article V, Article VI or Article VII or any determination under any other provision of this Agreement subject to any Dollar limitation, threshold or basket, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars based on the relevant currency exchange rate in effect on the applicable date of determination (rounded to the contrary hereinnearest currency unit, the ABL/Bond Intercreditor Agreement shall be deemed with 0.5 or more of a currency unit being rounded upward); provided, however, that for purposes of determining compliance with Article VI with respect to be reasonable and acceptable to the Administrative Agent and the Lendersany amount in a currency other than Dollars, and the Administrative Agent and the Lenders no Default or Event of Default shall be deemed to have consented to occurred solely as a result of changes in rates of exchange occurring after the use time such Indebtedness, Lien or Investment is incurred or Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other payment in respect of any Junior Financing is made or such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection transaction with any Indebtedness permitted to be incurredan Affiliate is entered into; provided, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.further, that, for