Common use of Classification of Permitted Items Clause in Contracts

Classification of Permitted Items. (a) For purposes of determining compliance at any time with Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 or 6.12, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Contractual Obligation, encumbrance or restriction or payment, prepayment, repurchase, redemption, defeasance or amendment, modification or other change in respect of Indebtedness meets the criteria of more than one of the categories of transactions permitted pursuant to any clause of such Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 or 6.12, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrowers in their sole discretion at such time of determination. For purposes of determining compliance at any time with Section 6.7, any Investments made under Section 6.7(r) may be reclassified, as Parent elects from time to time, as incurred under Section 6.7(l), in each case, so long as the ratios and other requirements of such clauses are satisfied as of the date of determination. (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 (any such amounts or transactions, 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 a financial ratio (including any First Lien Net Leverage Ratio test, any Fixed Charge Coverage Ratio test any Total Leverage Ratio test or any Total Net Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to any substantially concurrent utilization of the Incurrence-Based Amounts.

Classification of Permitted Items. (a) For purposes of determining compliance at any time with Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 or 6.12, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Contractual Obligation, encumbrance or restriction or payment, prepayment, repurchase, redemption, defeasance or amendment, modification or other change in respect of Indebtedness meets the criteria of more than one of the categories of transactions permitted pursuant to any clause of such Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 or 6.12, the Borrower Representative may classify or, other than with respect to Sections 6.2(w)(i), 6.2(w)(ii), 6.6 and 6.8, reclassify such transaction (or portion thereof) at on any time shall date the requirements of any such clause are satisfied and will only be permitted under one or more required to include the amount and type of such clauses as determined by transaction (or portion thereof) in the Borrowers in their sole discretion at such time of determinationselected clause(s). For purposes of determining compliance at on any time date with Section 6.76.6, any Investments made Restricted Payments incurred under Section 6.7(r) 6.6 may be reclassified, reclassified as Parent the Borrower Representative elects from time to time, time as incurred under Section 6.7(l6.6(g) or 6.6(n), in each case, so long as the ratios and other requirements of such clauses Payment Conditions are satisfied as of the date of determination. (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 (any such amounts or transactions, 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 a financial ratio (including any First Lien Net Leverage Ratio test, any Fixed Charge Coverage Ratio test any Total Leverage Ratio test or any Total Net Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to any substantially concurrent utilization of the Incurrence-Based Amounts.

Classification of Permitted Items. (a) For purposes of determining compliance at any time with Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 6.10 or 6.126.11, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Contractual Obligation, encumbrance or restriction or payment, prepayment, repurchase, redemption, defeasance or amendment, modification or other change in respect of Indebtedness meets the criteria of more than one of the categories of transactions permitted pursuant to any clause of such Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 6.10 or 6.126.11, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrowers Lead Borrower in their its sole discretion at such time of determination. For purposes of determining compliance at any time with Section 6.7determination and the Lead Borrower will, in its sole discretion, be entitled to reclassify, in whole or in part, any Investments made under such transaction (other than any Restricted Payment incurred pursuant to Section 6.7(r) may be reclassified6.6), as Parent elects from time to timeor any portion thereof, as incurred under Section 6.7(l)one or more of such other clauses, in each case, so long as the ratios and other requirements of such clauses are satisfied as of the date of determination. (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 pro forma compliance with the Payment Conditions or any Interest Coverage Ratio test, First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test and/or any Total Net Leverage Ratio test) (any such amounts or transactionsamounts, 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 a any such financial ratio (including any First Lien Net Leverage Ratio test, any Fixed Charge Coverage Ratio the Payment Conditions) or test any Total Leverage Ratio test or any Total Net Leverage Ratio 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 any substantially concurrent utilization of the Incurrence-Based AmountsAmounts 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 6.2 or Section 6.3. In addition, any Indebtedness resulting from borrowings under this Agreement which occur concurrently with the incurrence of any Incurrence-Based Amount in respect of Indebtedness incurred pursuant to Section 6.2, including any Incremental Facility incurred pursuant to Section 2.23, shall be disregarded in the calculation of the financial ratio or test applicable to such Incurrence-Based Amount incurred pursuant to Section 6.2, but such borrowings under this Agreement shall not be disregarded for purposes of the calculation of any financial ratio or test applicable to any Incurrence-Based Amounts incurred pursuant to any other Section.

Classification of Permitted Items. (a) For purposes of determining compliance at any time with Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 6.10 or 6.126.11, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Contractual Obligation, encumbrance or restriction or payment, prepayment, repurchase, redemption, defeasance or amendment, modification or other change in respect of Indebtedness meets the criteria of more than one of the categories of transactions permitted pursuant to any clause of such Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 6.10 or 6.126.11, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrowers Borrower in their its sole discretion at such time of determination. For purposes of determining compliance at any time with Section 6.7determination and the Borrower will, in its sole discretion, be entitled to reclassify, in whole or in part, any Investments made under Section 6.7(r) may be reclassifiedsuch transaction, as Parent elects from time to timeor any portion thereof, as incurred under Section 6.7(l)one or more of such other clauses, in each case, so long as the ratios and other requirements of such clauses are satisfied as of the date of determination. (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 pro forma compliance with the Payment Conditions or any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test and/or any Total Net Leverage Ratio test) (any such amounts or transactionsamounts, 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 a any such financial ratio (including any First Lien Net Leverage Ratio test, any Fixed Charge Coverage Ratio the Payment Conditions) or test any Total Leverage Ratio test or any Total Net Leverage Ratio 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 any the Incurrence-Based Amounts in connection with such substantially concurrent utilization 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 6.2 or Section 6.3 and (y) thereafter, the incurrence of the portion of such amount under the Fixed Amount shall be included in the calculation of the Incurrence-Based AmountsAmount.

Classification of Permitted Items. (a) For purposes of determining compliance at any time with Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 or 6.12, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Contractual Obligation, encumbrance or restriction or payment, prepayment, repurchase, redemption, defeasance or amendment, modification or other change in respect of Indebtedness meets the criteria of more than one of the categories of transactions permitted pursuant to any clause of such Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 or 6.12, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrowers Borrower in their its sole discretion at such time of determination. For purposes of determining compliance at any time with Section Sections 6.2 or 6.7, (i) any Indebtedness incurred under Section 6.2(o) may be reclassified, as the Borrower elects from time to time, as incurred under Section 6.2(f) or 6.2(p) and (ii) Investments made under Section 6.7(r) may be reclassified, as Parent the Borrower elects from time to time, as incurred under Section 6.7(l), in each case, so long as the ratios and other requirements of such clauses are satisfied as of the date of determination. (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 (any such amounts or transactions, 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 a financial ratio (including any First Lien Net Leverage Interest Coverage Ratio test, any Fixed Charge Coverage Ratio test any Total First Lien Leverage Ratio test or any Total Net Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to any substantially concurrent utilization of the Incurrence-Based Amounts.

Classification of Permitted Items. (a) For purposes of determining compliance at any time with Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 or 6.12, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Contractual Obligation, encumbrance or restriction or payment, prepayment, |US-DOCS\138541167.4141447058.7|| repurchase, redemption, defeasance or amendment, modification or other change in respect of Indebtedness meets the criteria of more than one of the categories of transactions permitted pursuant to any clause of such Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 or 6.12, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrowers in their sole discretion at such time of determination. For purposes of determining compliance at any time with Section 6.7, any Investments made under Section 6.7(r) may be reclassified, as Parent elects from time to time, as incurred under Section 6.7(l), in each case, so long as the ratios and other requirements of such clauses are satisfied as of the date of determination. (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 (any such amounts or transactions, 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 a financial ratio (including any First Lien Net Leverage Ratio test, any Fixed Charge Coverage Ratio test any Total Leverage Ratio test or any Total Net Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to any substantially concurrent utilization of the Incurrence-Based Amounts.

Classification of Permitted Items. (a) For purposes of determining compliance at any time with Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 6.10 or 6.126.11, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Contractual Obligation, encumbrance or restriction or payment, prepayment, repurchase, redemption, defeasance or amendment, modification or other change in respect of Indebtedness meets the criteria of more than one of the categories of transactions permitted pursuant to any clause of such Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 6.10 or 6.126.11, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrowers Borrower in their its sole discretion at such time of determination. For purposes of determining compliance at any time with Section 6.7determination and the Borrower will, in its sole discretion, be entitled to reclassify, in whole or in part, any Investments made under such transaction (other than any Restricted Payment incurred pursuant to Section 6.7(r) may be reclassified6.6), as Parent elects from time to timeor any portion thereof, as incurred under Section 6.7(l)one or more of such other clauses, in each case, so long as the ratios and other requirements of such clauses are satisfied as of the date of determination. (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 pro forma compliance with any Interest Coverage Ratio test, First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test and/or any Total Net Leverage Ratio test) (any such amounts or transactionsamounts, 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 a any such financial ratio (including any First Lien Net Leverage Ratio test, any Fixed Charge Coverage Ratio or test any Total Leverage Ratio test or any Total Net Leverage Ratio 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 any substantially concurrent utilization of the Incurrence-Based AmountsAmounts 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 6.2 or Section 6.3. In addition, any Indebtedness resulting from borrowings under the ABL Credit Agreement which occur concurrently with the incurrence of any Incurrence-Based Amount in respect of Indebtedness incurred pursuant to Section 6.2, including any Incremental Facility incurred pursuant to Section 2.23, shall be disregarded in the calculation of the financial ratio or test applicable to such Incurrence-Based Amount incurred pursuant to Section 6.2, but such borrowings under the ABL Credit Agreement shall not be disregarded for purposes of the calculation of any financial ratio or test applicable to any Incurrence-Based Amounts incurred pursuant to any other Section.

Classification of Permitted Items. (a) For purposes of determining compliance at any time with Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 or 6.12, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Contractual Obligation, encumbrance or restriction or payment, prepayment, repurchase, redemption, defeasance or amendment, modification or other change in respect of Indebtedness meets the criteria of more than one of the categories of transactions permitted pursuant to any clause of such Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 or 6.12, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrowers in their sole discretion at such time of determination. For purposes of determining compliance at any time with Section 6.7, (i) any Investments made under Section 6.7(r) may be reclassified, as Parent elects from time to time, as incurred under Section 6.7(l), in each case, so long as the ratios and other requirements of such clauses are satisfied as of the date of determination. (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 (any such amounts or transactions, 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 a financial ratio (including any First Lien Net Leverage Ratio test, any Fixed Charge Coverage Ratio test any Total Secured Leverage Ratio test or any Total Net Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to any substantially concurrent utilization of the Incurrence-Based Amounts.

Classification of Permitted Items. (a) For purposes of determining compliance at any time with Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 or 6.12, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Contractual Obligation, encumbrance or restriction or payment, prepayment, repurchase, redemption, defeasance or amendment, modification or other change in respect of Indebtedness meets the criteria of more than one of the categories of transactions permitted pursuant to any clause of such Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 or 6.12, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrowers Holdings in their its sole discretion at such time of determination. For purposes of determining compliance at any time with Section Sections 6.2 or 6.7, (i) any Investments made Indebtedness incurred under Section 6.7(r6.2(o) may be reclassified, as Parent the Borrower elects from time to time, as incurred under Section 6.7(l6.2(f) or 6.2(p) and (ii) Investments made under Section 6.7(j)(i) or 6.7(r) may be reclassified, as Holdings elects from time to time, as incurred under Section 6.7(s), in each case, so long as the ratios and other requirements of such clauses Payment Conditions are satisfied as of the date of determination. (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 (any such amounts or transactions, 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 a financial ratio (including any First Lien Net Leverage Ratio test, any Fixed Charge Coverage Ratio test any Total Leverage Ratio test or any Total Net First Lien Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to any substantially concurrent utilization of the Incurrence-Based Amounts.

Classification of Permitted Items. (a) For purposes of determining compliance at any time with Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 or 6.12, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Contractual Obligation, encumbrance or restriction or payment, prepayment, repurchase, redemption, defeasance or amendment, modification or other change in respect of Indebtedness meets the criteria of more than one of the categories of transactions permitted pursuant to any clause of such Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 or 6.12, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrowers Initial Borrower in their its sole discretion at, or substantially concurrent to, the time at which such time of determinationtransaction is consummated. For purposes of determining compliance at any time with Section Sections 6.2, 6.3 or 6.7, (i) any Investments made Indebtedness incurred under Section 6.7(r6.2(o) may be reclassified, as Parent the Initial Borrower elects from time to time, as incurred under Section 6.7(l)6.2(f) subject to a compliance with a Total Leverage Ratio determined on a Pro Forma Basis not to exceed 6.00:1.00 as of the date of determination, in each case(ii) any Liens incurred under Section 6.3(v) may be reclassified, as the Initial Borrower elects from time to time, as incurred, with respect to Liens securing Indebtedness ranking pari passu with the Liens incurred under Section 6.3(t) above so long as the ratios First Lien Net Leverage Ratio determined on a Pro Forma Basis does not exceed 5.25:1.00 as of the date of determination and other requirements of such clauses (iii) Investments made under Section 6.7(s), as the Initial Borrower elects from time to time, as incurred under Section 6.7(t) so long as the Payment Conditions are satisfied as of the date of determination. (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 (any such amounts or transactions, 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 a financial ratio (including any First Lien Net Leverage Ratio test, any Fixed Charge Coverage Ratio test any Total Leverage Ratio test or any Total Net First Lien Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to any substantially concurrent utilization of the Incurrence-Based Amounts.