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 Commitment) at any time (whether at the time of incurrence or thereafter), if any Lien, Investment, Indebtedness, Asset Sale, Restricted Payment, Restricted Debt Payment or Affiliate transaction meets the criteria of one, or more than one, of the clauses of the provision permitting such Lien, Investment, Asset Sale, Restricted Payment, Restricted Debt Payment or Affiliate transaction as the case may be, the Borrower Representative (i) shall in its sole discretion determine under which clause or clauses such Lien (other than Liens with respect to the Facilities), Investment, Indebtedness (other than Indebtedness consisting of the Facilities, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness), Asset Sale, Restricted Payments, Restricted Debt Payment, or Affiliate transaction (or, in each case, any portion thereof), as the case may be, is classified and (ii) shall be permitted in its sole discretion, to make any subsequent re-determination and/or at a later time divide, classify or reclassify under which clause or clauses such Lien (other than Liens with respect to the Facilities), Investment, Indebtedness (other than Indebtedness under the Facilities, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness), Asset Sale, Restricted Payments, Restricted Debt Payments or Affiliate transaction as the case may be, is permitted from time to time. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other 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.

Certain Determinations. (a) 5. For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental CommitmentFacility) at any time (whether at the time of incurrence or thereafter), if any Lien, Investment, Indebtedness, Asset SaleDisposition, Restricted Payment, Restricted Debt Payment payment of Junior Financing or Affiliate transaction meets the criteria of one, or more than one, of the clauses of the provision permitting such Lien, Investment, Asset Sale, Restricted Payment, Restricted Debt Payment categories permitted pursuant to Article V or Affiliate transaction as the case may beArticle VI (including in connection with any Incremental Facility), the Borrower Representative (i) shall in its sole discretion determine under which clause or clauses category such Lien (other than Liens with respect to the FacilitiesInitial Term Loans and the Revolving Commitments), Investment, Indebtedness (other than Indebtedness consisting of the Facilities, Incremental Equivalent Debt or Credit Agreement Refinancing IndebtednessInitial Term Loans and the Revolving Commitments), Asset SaleDisposition, Restricted Payments, Restricted Debt Payment, payment of Junior Financing or Affiliate transaction (or, in each case, any portion thereof), as the case may be, there) is classified permitted and (ii) shall be permitted permitted, in its sole discretion, to make any subsequent re-determination redetermination and/or at a later time to divide, classify or reclassify under which clause category or clauses categories such Lien (other than Liens with respect to the Facilities)Lien, Investment, Indebtedness (including reclassification of Indebtedness incurred under clause (I) of the definition of “Incremental Cap” to clause (II) of such definition) (other than the Indebtedness under consisting of the Facilities, Incremental Equivalent Debt or Credit Agreement Refinancing IndebtednessInitial Term Loans and the Revolving Commitments), Asset SaleDisposition, Restricted PaymentsPayment, Restricted Debt Payments payment of Junior Financing or Affiliate transaction as the case may be, is permitted within its applicable covenant (but not, for the avoidance of doubt, under a different covenant) from time to timetime 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 Credit 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.. AMERICAS 107083989 2036643.08-NYCSR03A - MSW

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 Commitment) 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), if any Lien, Investment, IndebtednessIndebtedness (including any Indebtedness under any Incremental Credit Facility), Asset Sale, Disposition or Restricted Payment, Restricted Debt Payment or Affiliate transaction meets the criteria of one, or more than one, of the clauses of categories permitted pursuant to the provision permitting such Lien, Investment, Asset Sale, Restricted Payment, Restricted Debt Payment or Affiliate transaction as the case may beapplicable provision, the Borrower Representative (ix) shall in its sole discretion determine under which clause category or clauses categories such Lien (other than Liens with respect to the Facilities)Lien, Investment, Indebtedness (other than Indebtedness consisting of the FacilitiesIndebtedness, Incremental Equivalent Debt Disposition or Credit Agreement Refinancing Indebtedness), Asset Sale, Restricted Payments, Restricted Debt Payment, or Affiliate transaction Payment (or, in each case, any portion thereof), as the case may be, there) is classified permitted and (iiy) shall be permitted in its sole discretion, to make any subsequent re-such determination and/or or redetermination or classification or reclassification (including by dividing any amounts across more than once exception) at a later such time divideand from time to time as it may determine and without notice to the Administrative Agent or any Lender. (b) Notwithstanding anything to the contrary herein, classify or reclassify under which clause or clauses such Lien (other than Liens with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision herein that does not require compliance with a financial ratio or test (including, without limitation, the Facilities)Consolidated Net Leverage Ratio, InvestmentConsolidated Interest Coverage Ratio and Consolidated Senior Secured Net Leverage Ratio) (any such amounts, Indebtedness the “Fixed Amounts”) which the Borrower intends to utilize with or substantially concurrently with any amounts incurred or transactions entered into (other than Indebtedness under the Facilities, Incremental Equivalent Debt or consummated) in reliance on a provision of this Credit Agreement Refinancing Indebtedness), Asset Sale, Restricted Payments, Restricted Debt Payments or Affiliate transaction as the case may be, is permitted from time to time. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Credit Document falls on a day that is not a Business Day, requires compliance with any such requirement 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, only the portion of 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 the applicable Fixed Amounts shall be deemed to not be required until noon on the first Business Day following have been incurred in such applicable datecalculations). ARTICLE II.

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 CommitmentFacility), (x) if at any time (whether at the whetherthe time of incurrence or thereafter), if making any Lien, Investment, Indebtedness, Asset Sale, Restricted Payment, Restricted Debt Payment or Affiliate transaction such transaction meets the criteria of one, or more than one, of the clauses categories of the provision permitting applicable covenant permitted pursuant to Article 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 (y) if at the time of incurrence or thereafter),of any Lien, Investment,Liens or Indebtedness, Asset Sale, Restricted Payment, Restricted Debt Payment or Affiliate such transaction as meets the case may becriteria 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 Representative (i) shall in its sole discretion determine under which clause or clauses category such Lien (other than Liens with respect to the Facilities)Lien, Investment, Indebtedness (other than Indebtedness consisting of the Facilities, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness), Asset Sale, Restricted Payments, Restricted Debt Payment, Payment or Affiliate transaction (or, in each case, any portion thereofthere) is permittedany Incremental Facility), as the case may be, is classified and (ii) 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 the Parent Borrower may, in its sole discretion, from time to make any subsequent re-determination and/or at a time later time divide, classify or reclassify under which clause or clauses reclassify, such Lien (other than Liens with respect to the Facilities), Investment, or Indebtedness (other than Indebtedness under the Facilities, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness), Asset Sale, Restricted Payments, Restricted Debt Payments or Affiliate transaction as the case may be, is permitted from time to time. For the avoidance of doubt, if among the applicable date for meeting categories of such covenant in any requirement hereunder or under any other 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 datemanner permitted by 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 Commitment) at any time (whether at the time of incurrence or thereafter), if any Lien, Investment, Indebtedness, Asset Sale, Restricted Payment, Restricted Debt Payment or Affiliate transaction meets the criteria of one, or more than one, of the clauses of the provision permitting such Lien, Investment, Asset Sale, Restricted Payment, Restricted Debt Payment or Affiliate transaction as the case may be, the Borrower Representative (i) shall in its sole discretion determine under which clause or clauses such Lien (other than Liens with respect to the Facilities), Investment, Indebtedness (other than Indebtedness consisting of the Facilities, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness), Asset Sale, Restricted Payments, Restricted Debt Payment, or Affiliate transaction (or, in each case, any portion thereof), as the case may be, is classified and (ii) shall be permitted in its sole discretion, to make any subsequent re-determination and/or at a later time divide, classify or reclassify under which clause or clauses such Lien (other than Liens with respect to the Facilities), Investment, Indebtedness (other than Indebtedness under the Facilities, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness), Asset Sale, Restricted Payments, Restricted Debt Payments or Affiliate transaction as the case may be, is permitted from time to time. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other 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.. NAI-1537228099v3

Certain Determinations. (a9) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Commitment) at any time (whether at the time of incurrence or thereafter), if any Lien, Investment, Indebtedness, Asset Sale, Restricted Payment, Restricted Debt Payment or Affiliate transaction meets the criteria of one, or more than one, of the clauses of the provision permitting such Lien, Investment, Asset Sale, Restricted Payment, Restricted Debt Payment or Affiliate transaction as the case may be, the Borrower Representative (i) shall in its sole DOC ID - 36220401.1 discretion determine under which clause or clauses such Lien (other than Liens with respect to the Facilities), Investment, Indebtedness (other than Indebtedness consisting of the Facilities, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness), Asset Sale, Restricted Payments, Restricted Debt Payment, or Affiliate transaction (or, in each case, any portion thereof), as the case may be, is classified and (ii) shall be permitted in its sole discretion, to make any subsequent re-determination and/or at a later time divide, classify or reclassify under which clause or clauses such Lien (other than Liens with respect to the Facilities), Investment, Indebtedness (other than Indebtedness under the Facilities, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness), Asset Sale, Restricted Payments, Restricted Debt Payments or Affiliate transaction as the case may be, is permitted from time to time. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other 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.

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 CommitmentFacility) at any time (whether at the time of incurrence or thereafter), if any Lien, Investment, Indebtedness, Asset Sale, Restricted Payment, Restricted Debt Payment or Affiliate transaction meets the criteria of one, or more than one, of the clauses of the provision permitting such Lien, Investment, Asset Sale, Restricted Payment, Restricted Debt Payment categories permitted pursuant to Article VI or Affiliate transaction as the case may beArticle VII (including in connection with any Incremental Facility), the Borrower Representative (i) shall in its sole discretion determine under which clause or clauses category such Lien (other than Liens with respect to the FacilitiesInitial Term Loans, Delayed Draw Term Loans and the Initial Revolving Loans), Investment, Indebtedness (other than Indebtedness consisting of the FacilitiesInitial Term Loans, Incremental Equivalent Debt or Credit Agreement Refinancing IndebtednessDelayed Draw Term Loans and the Initial Revolving Loans), Asset Sale, Restricted Payments, Restricted Debt Payment, Payment or Affiliate transaction (or, in each case, any portion thereof), as the case may be, ) is classified permitted and (ii) shall be permitted in its sole discretion, to make any subsequent re-such determination and/or or redetermination or classification at a later such time divide, classify or reclassify under which clause or clauses such Lien (other than Liens with respect and from time to time as it may determine and without notice to the Facilities)Administrative Agent or any Lender. If any Lien, Investment, Indebtedness (other than Indebtedness under the Facilities, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness), Asset Sale, Restricted Payments, Restricted Debt Payments 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 case may be, is permitted from time to timeBorrower. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Credit 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.

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 CommitmentFacility) at any time (whether at the time of incurrence or thereafter), if any Lien, Investment, Indebtedness, Asset SaleDisposition, Restricted Payment, Restricted Debt Payment payment of Junior Financing or Affiliate transaction meets the criteria of one, or more than one, of the clauses of the provision permitting such Lien, Investment, Asset Sale, Restricted Payment, Restricted Debt Payment categories permitted pursuant to Article V or Affiliate transaction as the case may beArticle VI (including in connection with any Incremental Facility), the Borrower Representative (i) shall in its sole discretion determine under which clause or clauses category such Lien (other than Liens with respect to the FacilitiesInitial Term Loans and the Revolving Commitments), Investment, Indebtedness (other than Indebtedness consisting of the Facilities, Incremental Equivalent Debt or Credit Agreement Refinancing IndebtednessInitial Term Loans and the Revolving Commitments), Asset SaleDisposition, Restricted Payments, Restricted Debt Payment, payment of Junior Financing or Affiliate transaction (or, in each case, any portion thereof), as the case may be, there) is classified permitted and (ii) shall be permitted permitted, in its sole discretion, to make any subsequent re-determination redetermination and/or at a later time to divide, classify or reclassify under which clause category or clauses categories such Lien (other than Liens with respect to the Facilities)Lien, Investment, Indebtedness (including reclassification of Indebtedness incurred under clause (I) of the definition of “Incremental Cap” to clause (II) of such definition) (other than the Indebtedness under consisting of the Facilities, Incremental Equivalent Debt or Credit Agreement Refinancing IndebtednessInitial Term Loans and the Revolving Commitments), Asset SaleDisposition, Restricted PaymentsPayment, Restricted Debt Payments payment of Junior Financing or Affiliate transaction as the case may be, is permitted within its applicable covenant (but not, for the avoidance of doubt, under a different covenant) from time to timetime 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 Credit 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 First Lien Net Leverage Ratio, Secured Net Leverage Ratio or Total Net Leverage 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