Common use of Compliance with Certain Sections Clause in Contracts

Compliance with Certain Sections. For purposes of determining compliance with any of Section 6.19 or Sections 7.01 through 7.13 (other than Section 7.11), in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), Disposition, Affiliate transaction, Contractual Obligation, Restricted Payment or prepayment of Junior Financing meets the criteria of one, or more than one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of any such section of Article VI or Article VII, as applicable, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses of such Section at the time of such transaction or any later time from time to time, in each case, as determined by the Lead Borrower in its sole discretion at such time and thereafter may be reclassified within such section by the Lead Borrower in any manner not expressly prohibited by this Agreement. With respect to (x) 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 the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to Incurrence-Based Amounts. In addition, any Indebtedness (and associated Liens, subject to the applicable priorities required pursuant to the applicable Incurrence-Based Amounts), Investments, prepayments of debt and Restricted Payment incurred in reliance on Fixed Amounts may be reclassified at any time, as the Lead Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if the Lead Borrower subsequently meets the applicable ratio or test for such Incurrence-Based Amounts on a pro forma basis (or would have met such ratio or test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by the Lead Borrower).

Compliance with Certain Sections. In the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness meets the criteria of one or more than one of the categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 or any clause or subsection of Sections 10.1, 10.2, 10.3, 10.4 or 10.5 then, such transaction (or portion thereof) at any time shall be allocated to one or more of such clauses or subsections within the relevant sections as determined by the Borrower in its sole discretion at such time. For purposes of determining compliance at any time with any of Section 6.19 Sections 10.1, 10.2, 10.3, 10.4 or Sections 7.01 through 7.13 (other than Section 7.11)10.5, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), Dispositiondisposition, Restricted Payment, Affiliate transaction, Contractual ObligationRequirement, Restricted Payment or prepayment of Junior Financing Indebtedness or portion thereof, as applicable, at any time meets the criteria of one, or more than one, one of the “baskets” or categories of transactions then or items permitted pursuant to any clause of such Section (each of the foregoing, a “Reclassifiable Item”), the Borrower, in its sole discretion, may, from time to time, divide, classify or subsection of any reclassify such section of Article VI or Article VII, as applicable, such transaction Reclassifiable Item (or portion thereof) at any time shall be permitted under one or more of such clauses of each such Section and will only be required to include such Reclassifiable Item (or portion thereof) in any one category so long as such Reclassifiable Items would be permitted under such other exception at the time of such transaction redesignation; provided, that upon delivery of any financial statements pursuant to Section 9.1(a) or (b) following the initial incurrence or making of any later time from time to timesuch Reclassifiable Item, if such Reclassifiable Item could, based on such financial statements, have been incurred or made in reliance on any “ratio-based” basket, such Reclassifiable Item shall automatically be reclassified as having been incurred or made under the applicable provisions of such “ratio-based” basket, as applicable (in each case, subject to any other applicable provision such “ratio-based” basket, as determined by the Lead Borrower in its sole discretion at such time and thereafter may be reclassified within such section by the Lead Borrower in any manner not expressly prohibited by this Agreementapplicable). With respect to (x) 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 the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it It is understood and agreed that any Lien, Investment, Indebtedness (whether at the Fixed Amounts shall be disregarded in the calculation time of incurrence or upon application of all or a portion of the financial ratio proceeds thereof), disposition, Restricted Payment, Affiliate transaction, Contractual Requirement, or test prepayment of Indebtedness or portion thereof, as applicable need not be permitted solely by reference to Incurrence-Based Amounts. In additionone category of permitted any Lien, any Investment, Indebtedness (and associated Lienswhether at the time of incurrence or upon application of all or a portion of the proceeds thereof), subject disposition, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness or portion thereof, as applicable under Sections 10.1, 10.2, 10.3, 10.4 or 10.5, respectively, but may instead be permitted in part under any combination thereof or under any other available exception. Anything to the applicable priorities required pursuant to the applicable Incurrence-Based Amounts)contrary notwithstanding, Investments, prepayments of debt Indebtedness under Credit Documents and Restricted Payment incurred in reliance on Fixed Amounts may be reclassified at any time, as the Lead Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if the Lead Borrower subsequently meets the applicable ratio or test for such Incurrence-Based Amounts on a pro forma basis Refinancing Indebtedness thereof (or would have met such ratio or test, in which case, such reclassification successive Refinancing Indebtedness thereof) shall at all times be deemed to have automatically occurred if been incurred under Section 10.1(a) and shall not elected by the Lead Borrower)be reclassified.

Compliance with Certain Sections. For purposes of determining compliance with any of Section 6.19 or Sections 7.01 through 7.13 (other than Section 7.11)10.2, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), Dispositiondisposition or contractual requirement, Affiliate transaction, Contractual Obligation, Restricted Payment or prepayment of Junior Financing meets the criteria of one, or more than one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of any such section of Article VI or Article VII, as applicableSection 10.2 related thereto, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses of such Section at the time of such transaction or any later time from time to time, in each case, as determined by the Lead Administrative Borrower in its sole discretion at such time and thereafter may be reclassified within such section by the Lead Administrative Borrower in any manner not expressly prohibited by this Agreement; provided that (w) all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance on Section 10.2.1(b)(i)(A), (x) all Indebtedness outstanding arising under the Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 10.2.1(b)(i)(B), (y) all Indebtedness under Hedge Agreements will at all times be deemed to be outstanding in reliance on Section 10.2.1(b)(viii) and (z) no such classification or reclassification shall obviate the requirement for any Indebtedness secured by any of the Collateral to be subject to the Intercreditor Agreement to the extent otherwise required by this Agreement. With respect to (x) 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 the Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio Total Assets and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including the Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio Total Assets and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts amounts in clause (x) shall be disregarded in the calculation of the financial ratio or test applicable to Incurrence-Based Amounts. In addition, any Indebtedness the amounts in clause (and associated Liens, subject to the applicable priorities required pursuant to the applicable Incurrence-Based Amounts), Investments, prepayments of debt and Restricted Payment incurred in reliance on Fixed Amounts may be reclassified at any time, as the Lead Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if the Lead Borrower subsequently meets the applicable ratio or test for such Incurrence-Based Amounts on a pro forma basis (or would have met such ratio or test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by the Lead Borrowery).

Compliance with Certain Sections. For purposes of determining compliance with any of Section 6.19 or Sections 7.01 through 7.13 (other than Section 7.11)9.2, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), DispositionInvestment, Affiliate transactionDividend, Contractual Obligation, Restricted Payment or prepayment of Junior Financing Debt, fundamental change, disposition or contractual requirement, meets the criteria of one, or more than one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of any such section of Article VI or Article VII, as applicableSection 9.2 related thereto, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses of such Section at the time of such transaction or any later time from time to time, in each case, as determined by the Lead Administrative Borrower in its sole discretion at such time and thereafter may be reclassified within such section by the Lead Administrative Borrower in any manner not expressly prohibited by this Agreement; provided, that (w) all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(A), (w) all Indebtedness outstanding under the 2025 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(B), (x) all Indebtedness outstanding under the 2028 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(C), (y) all Indebtedness under Hedge Agreements will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(viii) and (z) no such classification or reclassification shall obviate the requirement for any Indebtedness secured by any of the Collateral to be subject to the Intercreditor Agreement to the extent otherwise required by this Agreement. With respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does do not require compliance with a financial ratio or test (including the Interest Coverage Ratio, the Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio EBITDA and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Fixed Amounts”Total Assets) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including the Interest Coverage Ratio, the Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio EBITDA and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”Total Assets), it is understood and agreed that the Fixed Amounts amounts in clause (x) shall be disregarded in the calculation of the financial ratio or test applicable to Incurrence-Based Amounts. In addition, any Indebtedness the amounts in clause (and associated Liens, subject to the applicable priorities required pursuant to the applicable Incurrence-Based Amounts), Investments, prepayments of debt and Restricted Payment incurred in reliance on Fixed Amounts may be reclassified at any time, as the Lead Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if the Lead Borrower subsequently meets the applicable ratio or test for such Incurrence-Based Amounts on a pro forma basis (or would have met such ratio or test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by the Lead Borrowery).

Compliance with Certain Sections. For purposes of determining compliance with any of Section 6.19 or Sections 7.01 through 7.13 (other than Section 7.11)9.2, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), DispositionInvestment, Affiliate transactionDividend, Contractual Obligation, Restricted Payment or prepayment of Junior Financing Debt, fundamental change, disposition or contractual requirement, meets the criteria of one, or more than one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of any such section of Article VI or Article VII, as applicableSection 9.2 related thereto, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses of such Section at the time of such transaction or any later time from time to time, in each case, as determined by the Lead Administrative Borrower in its sole discretion at such time and thereafter may be reclassified within such section by the Lead Administrative Borrower in any manner not expressly prohibited by this Agreement; provided, that (w) all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(A), (w) all Indebtedness outstanding under the 2025 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(B), (x) all Indebtedness outstanding under the 2023 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(C), (y) all Indebtedness under Hedge Agreements will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(viii) and (z) no such classification or reclassification shall obviate the requirement for any Indebtedness secured by any of the Collateral to be subject to the Intercreditor Agreement to the extent otherwise required by this Agreement. With respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does do not require compliance with a financial ratio or test (including the Interest Coverage Ratio, the Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio EBITDA and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Fixed Amounts”Total Assets) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including the Interest Coverage Ratio, the Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio EBITDA and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”Total Assets), it is understood and agreed that the Fixed Amounts amounts in clause (x) shall be disregarded in the calculation of the financial ratio or test applicable to Incurrence-Based Amounts. In addition, any Indebtedness the amounts in clause (and associated Liens, subject to the applicable priorities required pursuant to the applicable Incurrence-Based Amounts), Investments, prepayments of debt and Restricted Payment incurred in reliance on Fixed Amounts may be reclassified at any time, as the Lead Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if the Lead Borrower subsequently meets the applicable ratio or test for such Incurrence-Based Amounts on a pro forma basis (or would have met such ratio or test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by the Lead Borrowery).

Compliance with Certain Sections. (a) For purposes of determining compliance with any of the covenants set forth in Section 6.19 or Sections 7.01 through 7.13 (other than 9.10 and Section 7.11)10, in the event that any Lien, Investment, Indebtedness (whether at the time Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of incurrence or upon application of all or a portion of the proceeds thereof)assets, DispositionRestricted Payment, Affiliate transaction, Contractual ObligationRequirement, Restricted Payment or prepayment or redemption of Junior Financing Indebtedness (or, in each case of any of the foregoing, any portion thereof) meets the criteria of one, or more than one, of the “baskets” applicable Baskets of the applicable covenant (including within any sub-clauses, sub-categories or categories of transactions sub-items under this Agreement) then permitted pursuant to any clause Section 9.10 or subsection of any such section of Article VI or Article VIISection 10, as applicable, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses Baskets of such Section covenant (including within any sub-clauses, sub-categories or sub-items under this Agreement) at the time of such transaction or incurrence thereof or at any later time from time to time, in each case, as determined by the Lead Borrower in its sole discretion at such time, and the Borrower may, in its sole discretion, classify and reclassify and, from time and thereafter may be reclassified within to time, later divide, classify or reclassify, such section by Lien, Investment, Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of assets, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment or redemption of Indebtedness (or, in each case of any of the Lead Borrower foregoing, any portion thereof) among such applicable Baskets of such covenant (including any sub-clauses, sub-categories or sub-items under this Agreement), as applicable, in any manner not expressly prohibited by this Agreement. With respect Agreement (and, for the avoidance of doubt, will only be required to (x) any amounts incurred include such transaction or transactions entered into (or consummated) incurrence in reliance on a provision such of this Agreement that does not require compliance with a financial ratio or test the applicable Baskets of such covenant (including any sub-clauses, sub-categories or sub-items under this Agreement) as determined by Borrower at such time). For the Consolidated Total Net Leverage Ratioavoidance of doubt, without limitation, any amount re-allocated by the Borrower among the General Investment Basket, the Consolidated Secured Net Leverage Ratio General Restricted Payments Basket, the General Subordinated Payments Basket and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to Incurrence-Based Amounts. In addition, any Indebtedness (and associated Liens, subject to the applicable priorities required pursuant to the applicable Incurrence-Based Amounts), Investments, prepayments of debt and Restricted Payment incurred in reliance on Fixed Amounts General Debt Basket may be reclassified at any time, as the Lead Borrower may elect from time to time, as incurred under any applicable Incurrencesubsequently re-Based Amounts if the Lead Borrower subsequently meets the applicable ratio or test for such Incurrence-Based Amounts on a pro forma basis (or would have met such ratio or test, in which case, such reclassification shall be deemed to have automatically occurred if not elected allocated by the Lead Borrower).Borrower among such applicable Baskets in accordance therewith. 102

Compliance with Certain Sections. For purposes of determining compliance with any of Section 6.19 or Sections 7.01 through 7.13 (other than Section 7.11)9.2, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), DispositionInvestment, Affiliate transactionDividend, Contractual Obligation, Restricted Payment or prepayment of Junior Financing Debt, fundamental change, disposition or contractual requirement, meets the criteria of one, or more than one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of any such section of Article VI or Article VII, as applicableSection 9.2 related thereto, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses of such Section at the time of such transaction or any later time from time to time, in each case, as determined by the Lead Administrative Borrower in its sole discretion at such time and thereafter may be reclassified within such section by the Lead Administrative Borrower in any manner not expressly prohibited by this Agreement; provided, that (s) all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(A), (t) all Indebtedness outstanding under the 2032 Senior Secured Bridge Facility, the 2032 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed outstanding in reliance on Section 9.2.1(b)(i)(E), (u) all Indebtedness outstanding under the 2031 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(D), (v) all Indebtedness outstanding under the 2029 Senior Secured Bridge Facility, the 2029 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed outstanding in reliance on Section 9.2.1(b)(i)(F), (w) all Indebtedness outstanding under the 2025 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(B), (x) all Indebtedness outstanding under the 2028 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(C), (y) all Indebtedness under Hedge Agreements will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(viii) and (z) no such classification or reclassification shall obviate the 104 requirement for any Indebtedness secured by any of the Collateral to be subject to the Intercreditor Agreement to the extent otherwise required by this Agreement. With respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does do not require compliance with a financial ratio or test (including the Interest Coverage Ratio, the Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio EBITDA and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Fixed Amounts”Total Assets) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including the Interest Coverage Ratio, the Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio EBITDA and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”Total Assets), it is understood and agreed that the Fixed Amounts amounts in clause (x) shall be disregarded in the calculation of the financial ratio or test applicable to Incurrence-Based Amounts. In addition, any Indebtedness the amounts in clause (and associated Liens, subject to the applicable priorities required pursuant to the applicable Incurrence-Based Amounts), Investments, prepayments of debt and Restricted Payment incurred in reliance on Fixed Amounts may be reclassified at any time, as the Lead Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if the Lead Borrower subsequently meets the applicable ratio or test for such Incurrence-Based Amounts on a pro forma basis (or would have met such ratio or test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by the Lead Borrowery).

Compliance with Certain Sections. For purposes of determining compliance with any of Section 6.19 or Sections 7.01 through 7.13 (other than Section 7.11)10.2, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), Dispositiondisposition or contractual requirement, Affiliate transaction, Contractual Obligation, Restricted Payment or prepayment of Junior Financing meets the criteria of one, or more than one, of the “baskets” or categories of 90 transactions then permitted pursuant to any clause or subsection of any such section of Article VI or Article VII, as applicableSection 10.2 related thereto, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses of such Section at the time of such transaction or any later time from time to time, in each case, as determined by the Lead Administrative Borrower in its sole discretion at such time and thereafter may be reclassified within such section by the Lead Administrative Borrower in any manner not expressly prohibited by this Agreement; provided that (w) all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance on Section 10.2.1(b)(i)(A), (x) all Indebtedness outstanding arising under the Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 10.2.1(b)(i)(B), (y) all Indebtedness under Hedge Agreements will at all times be deemed to be outstanding in reliance on Section 10.2.1(b)(viii) and (z) no such classification or reclassification shall obviate the requirement for any Indebtedness secured by any of the Collateral to be subject to the Intercreditor Agreement to the extent otherwise required by this Agreement. With respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does do not require compliance with a financial ratio or test (including the Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio Total Assets and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including the Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio Total Assets and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts amounts in clause (x) shall be disregarded in the calculation of the financial ratio or test applicable to Incurrence-Based Amounts. In addition, any Indebtedness the amounts in clause (and associated Liens, subject to the applicable priorities required pursuant to the applicable Incurrence-Based Amounts), Investments, prepayments of debt and Restricted Payment incurred in reliance on Fixed Amounts may be reclassified at any time, as the Lead Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if the Lead Borrower subsequently meets the applicable ratio or test for such Incurrence-Based Amounts on a pro forma basis (or would have met such ratio or test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by the Lead Borrowery).

Compliance with Certain Sections. For purposes of determining compliance with any of Section 6.19 or Sections 7.01 through 7.13 (other than Section 7.11)10.2, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), Dispositiondisposition or contractual requirement, Affiliate transaction, Contractual Obligation, Restricted Payment or prepayment of Junior Financing meets the criteria of one, or more than one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of any such section of Article VI or Article VII, as applicableSection 10.2 related thereto, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses of such Section at the time of such transaction or any later time from time to time, in each case, as determined by the Lead Administrative Borrower in its sole discretion at such time and thereafter may be reclassified within such section by the Lead Administrative Borrower in any manner not expressly prohibited by this Agreement; provided that (w) all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance on Section 10.2.1(b)(i)(A), (x) all Indebtedness outstanding arising under the 2024 Senior Secured Notes or the 2025 Senior Secured Notes, as applicable, and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 10.2.1(b)(i)(B), (y) all Indebtedness under Hedge Agreements will at all times be deemed to be outstanding in reliance on Section 10.2.1(b)(viii) and (z) no such classification or reclassification shall obviate the requirement for any Indebtedness secured by any of the Collateral to be subject to the Intercreditor Agreement to the extent otherwise required by this Agreement. With respect to (x) 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 the Consolidated Fixed Charge Coverage Ratio, the Total Leverage Ratio, the Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio Total Assets and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including the Consolidated Fixed Charge Coverage Ratio, the Total Leverage Ratio, the Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio Total Assets and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts amounts in clause (x) shall be disregarded in the calculation of the financial ratio or test applicable to Incurrence-Based Amounts. In addition, any Indebtedness the amounts in clause (and associated Liens, subject to the applicable priorities required pursuant to the applicable Incurrence-Based Amounts), Investments, prepayments of debt and Restricted Payment incurred in reliance on Fixed Amounts may be reclassified at any time, as the Lead Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if the Lead Borrower subsequently meets the applicable ratio or test for such Incurrence-Based Amounts on a pro forma basis (or would have met such ratio or test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by the Lead Borrowery).

Compliance with Certain Sections. For purposes of determining compliance with any of Section 6.19 or Sections 7.01 through 7.13 (other than Section 7.11), in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), Disposition, Affiliate transaction, Contractual Obligation, Restricted Payment or prepayment of Junior Financing meets the criteria of one, or more than one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of any such section of Article VI or Article VII, as applicable, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses of such Section at the time of such transaction or any later time from time to time, in each case, as determined by the Lead Borrower in its sole discretion at such time and thereafter may be reclassified within such section by the Lead Borrower in any manner not expressly prohibited by this Agreement. With respect to (x) 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 the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to Incurrence-Based Amounts. In addition, any Indebtedness (and associated Liens, subject to the applicable priorities required pursuant to the applicable Incurrence-Based Amounts), Investments, prepayments of debt and Restricted Payment incurred in reliance on Fixed Amounts may be reclassified at any time, as the Lead Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if the Lead Borrower subsequently meets the applicable ratio or test for such Incurrence-Based Amounts on a pro forma basis (or would have met such ratio or test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by the Lead Borrower).80

Compliance with Certain Sections. (a) For purposes of determining compliance with any of the covenants set forth in Section 6.19 or Sections 7.01 through 7.13 (other than 9.10 and Section 7.11)10, in the event that any Lien, Investment, Indebtedness (whether at the time Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of incurrence or upon application of all or a portion of the proceeds thereof)assets, DispositionRestricted Payment, Affiliate transaction, Contractual ObligationRequirement, Restricted Payment or prepayment or redemption of Junior Financing Indebtedness (or, in each case of any of the foregoing, any portion thereof) meets the criteria of one, or more than one, of the “baskets” applicable Baskets of the applicable covenant (including within any sub-clauses, sub-categories or categories of transactions sub-items under this Agreement) then permitted pursuant to any clause Section 9.10 or subsection of any such section of Article VI or Article VIISection 10, as applicable, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses Baskets of such Section covenant (including within any sub-clauses, sub-categories or sub-items under this Agreement) at the time of such transaction or incurrence thereof or at any later time from time to time, in each case, as determined by the Lead Borrower in its sole discretion at such time, and the Borrower may, in its sole discretion, classify and reclassify and, from time and thereafter may be reclassified within to time, later divide, classify or reclassify, such section by Lien, Investment, Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of assets, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment or redemption of Indebtedness (or, in each case of any of the Lead Borrower foregoing, any portion thereof) among such applicable Baskets of such covenant (including any sub-clauses, sub-categories or sub-items under this Agreement), as applicable, in any manner not expressly prohibited by this Agreement. With respect Agreement (and, for the avoidance of doubt, will only be required to (x) any amounts incurred include such transaction or transactions entered into (or consummated) incurrence in reliance on a provision such of this Agreement that does not require compliance with a financial ratio or test the applicable Baskets of such covenant (including any sub-clauses, sub-categories or sub-items under this Agreement) as determined by Borrower at such time). For the Consolidated Total Net Leverage Ratioavoidance of doubt, without limitation, any amount re-allocated by the Borrower among the General Investment Basket, the Consolidated Secured Net Leverage Ratio General Restricted Payments Basket, the General Subordinated Payments Basket and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to Incurrence-Based Amounts. In addition, any Indebtedness (and associated Liens, subject to the applicable priorities required pursuant to the applicable Incurrence-Based Amounts), Investments, prepayments of debt and Restricted Payment incurred in reliance on Fixed Amounts General Debt Basket may be reclassified at any time, as the Lead Borrower may elect from time to time, as incurred under any applicable Incurrencesubsequently re-Based Amounts if the Lead Borrower subsequently meets the applicable ratio or test for such Incurrence-Based Amounts on a pro forma basis (or would have met such ratio or test, in which case, such reclassification shall be deemed to have automatically occurred if not elected allocated by the Lead Borrower)Borrower among such applicable Baskets in accordance therewith.

Compliance with Certain Sections. For purposes of determining compliance with any of Section 6.19 or Sections 7.01 through 7.13 (other than Section 7.11)a) Except as expressly set forth herein, in the event that any Lien, Investment, Indebtedness Debt (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), Disposition, Affiliate transaction, Contractual Obligation, ) or Restricted Payment or prepayment of Junior Financing meets the criteria of one, one or more than one, one of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of any such section of Article VI Sections 7.01, 7.02 or Article VII7.06, as applicable, then such transaction (or portion thereof) at any time shall be permitted under allocated or reallocated to one or more of such clauses of such Section at or subsections within the time of such transaction or any later time from time to time, in each case, relevant sections as determined by the Lead Borrower in its sole discretion at such time time, subject to any specific provision herein addressing classification and thereafter may be reclassified within such section by reclassification. (b) Notwithstanding anything in this Agreement or any Loan Document to the Lead Borrower in any manner not expressly prohibited by this Agreement. With contrary, with respect to (x) 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 including, without limitation, the Consolidated Total Net Leverage Fixed Charge Coverage Ratio, the Consolidated Secured Net Leverage Ratio and/or and the Consolidated Senior Secured Net Leverage Ratio) Ratio (any such amounts, including any amount drawn under any revolving credit facility, the “Fixed Amounts”)) substantially concurrently with (y) 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 or test (including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”)) under the same covenant, it is understood and agreed that the (i) any Fixed Amounts Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amounts. In additionAmount in -59- connection with such substantially concurrent incurrence under the same covenant and (ii) except as provided in clause (i), any Indebtedness (and associated Liens, subject pro forma effect will be given to the applicable priorities required pursuant to the applicable Incurrence-Based Amounts), Investments, prepayments of debt and Restricted Payment incurred in reliance on Fixed Amounts may be reclassified at any time, as the Lead Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if the Lead Borrower subsequently meets the applicable ratio or test for such Incurrence-Based Amounts on a pro forma basis (or would have met such ratio or test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by the Lead Borrower).entire transaction and/or incurrence. 1.10