Common use of Compliance with Certain Sections Clause in Contracts

Compliance with Certain Sections. (a) For purposes of determining compliance with Article 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, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness 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 Article 11, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrower Representative in its sole discretion at such time. (b) With respect to any amounts incurred or transactions entered into (or consummated) in reliance upon a provision of this Agreement that does not require compliance with a financial ratio or leverage test (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 a financial ratio or leverage 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 leverage test applicable to the 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 Payments incurred in reliance on Fixed Amounts may be reclassified at any time, as CGI Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if CGI Borrower subsequently meets the applicable ratio or leverage test for such Incurrence-Based Amounts on a Pro Forma Basis (or would have met such ratio or leverage test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by CGI Borrower).

Compliance with Certain Sections. (a) For purposes of determining compliance with Article 11Section 10, 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 one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Article 11Section 10, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses at the time of such transaction or any later time from time to time, in each case, as determined by the Borrower Representative in its sole discretion at such timetime and thereafter may be reclassified by the Borrower in any manner not expressly prohibited by this Agreement. (b) With respect to any amounts incurred or transactions entered into (or consummated) in reliance upon a provision of this Agreement that does not require compliance with a financial ratio or leverage test (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 a financial ratio or leverage 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 leverage test applicable to the 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 Payments incurred in reliance on Fixed Amounts may be reclassified at any time, as CGI the Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if CGI the Borrower subsequently meets the applicable ratio or leverage test for such Incurrence-Based Amounts on a Pro Forma Basis (or would have met such ratio or leverage test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by CGI the Borrower).

Compliance with Certain Sections. (a) For purposes of determining compliance with Article 11, in 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 “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Article 11Section 9.9 or any clause or subsection of Section 10.1, 10.2, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be permitted under allocated or reallocated to one or more of such clauses or subsections within the relevant sections as determined by the Borrower Representative in its sole discretion at such time, subject to any specific provision herein addressing classification and reclassification. (b) With Notwithstanding anything in this Agreement or any Credit Document to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance upon on a provision of this Agreement that does not require compliance with a financial ratio or leverage test (including, without limitation, the Interest Coverage Ratio, the First Lien Leverage Ratio, the Total Leverage Ratio and the Total Secured 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 a any such financial ratio or leverage test (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the (i) any Fixed Amounts Amount shall be disregarded in the calculation of the financial ratio or leverage test applicable to the relevant Incurrence-Based Amounts. In additionAmount in connection with such substantially concurrent incurrence, (ii) except as provided in clause (i), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated LiensLien, subject to the applicable priorities priority required pursuant to the applicable relevant Incurrence-Based AmountsAmount), Investments, prepayments of debt and Investment and/or Restricted Payments Payment incurred in reliance on any Fixed Amounts may Amount will automatically be reclassified at any time, as CGI Borrower may elect from time to time, as having been incurred under in reliance on any applicable Incurrence-Based Amounts Amount if CGI the Borrower subsequently meets satisfies the applicable relevant ratio or leverage test for applicable to such Incurrence-Based Amounts Amount at any time on a Pro Forma Basis (or would have met such ratio or leverage testfor the most recent Test Period after the incurrence of the relevant Fixed Amount, in which case, such reclassification shall be deemed subject to have automatically occurred if not elected by CGI Borrower)any specific provision herein addressing classification and reclassification.

Compliance with Certain Sections. (a) For purposes of determining compliance with Article 11any 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, Restricted PaymentDisposition, Affiliate transaction, Contractual RequirementObligation, Restricted Payment or prepayment of Indebtedness 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 11VI 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 Representative in its sole discretion at such time. (b) 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 upon on a provision of this Agreement that does not require compliance with a financial ratio or leverage 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 leverage 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 leverage test applicable to the 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 Payments Payment incurred in reliance on Fixed Amounts may be reclassified at any time, as CGI the Lead Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if CGI the Lead Borrower subsequently meets the applicable ratio or leverage test for such Incurrence-Based Amounts on a Pro Forma Basis pro forma basis (or would have met such ratio or leverage test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by CGI the Lead Borrower).

Compliance with Certain Sections. (a) For purposes of determining compliance with Article 11the covenants set forth in Section 9.10 and Section 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), dispositionassets, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment or redemption of Indebtedness (or, in each case of any of the foregoing, any portion thereof) meets the criteria of one one, or more than one 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 Article 11Section 10, as applicable, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses Baskets of such 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 Borrower Representative in its sole discretion at such time, and the Borrower may, in its sole discretion, classify and reclassify and, from time to time, later divide, classify or reclassify, such 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 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 (and, for the avoidance of doubt, will only be required to include such transaction or incurrence in such of 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 avoidance of doubt, without limitation, any amount re-allocated by the Borrower among the General Investment Basket, the General Restricted Payments Basket, the General Subordinated Payments Basket and/or the General Debt Basket may be subsequently re-allocated by the Borrower among such applicable Baskets in accordance therewith. (b) With Notwithstanding anything in this Agreement to the contrary, unless the Borrower elects otherwise in its sole discretion, (I) with respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance upon on a provision Basket (any such Basket, a “Fixed Basket”) of this Agreement (including Revolving Loans and, to the extent established or incurred under the Non-Ratio Based Incremental Basket, New Loan Commitments, Incremental Loans and Permitted Other Indebtedness) that does not require compliance with a financial ratio or leverage test Financial Incurrence Test (any such amounts, including for the avoidance of doubt, any grower component based on Consolidated EBITDA or Consolidated Total Assets, the “Fixed Amounts”) or, without limiting any requirement set forth hereunder with respect to the netting of cash proceeds of any Indebtedness in determining compliance with the applicable Financial Incurrence Test, any transaction utilizing any Unrestricted Cash and Cash Equivalents, in each case under this clause (x), substantially concurrently with (or as part of a single transaction or a series of related transactions with) (y) any amounts incurred or transactions entered into (or consummated) in reliance on a Basket (any such Basket, a “Non-Fixed Basket”) of this Agreement (including Indebtedness incurred or established under the Incremental Ratio Basket) that requires compliance with a financial ratio or test (including the Interest Coverage Ratio, the Total Net Leverage Ratio, the Secured Net Leverage Ratio and the First Lien Net Leverage Ratio) (any such financial ratio or test, a “Financial Incurrence Test”), it is understood and agreed that (I) all Fixed Amounts (or any other amounts incurred under a Fixed Basket) or any utilization of any such Unrestricted Cash and Cash Equivalents shall be disregarded in the calculation of any Financial Incurrence Test applicable to any Non-Fixed Basket that is utilized substantially concurrent with the utilization of such Fixed Basket (or part of a single transaction or series of related transactions), (II) any Indebtedness incurred to fund original issue discount, upfront fees, accrued interest, premium and transaction expenses 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 or leverage test (any such amounts, the “IncurrenceNon-Based Amounts”), it is understood and agreed that the Fixed Amounts Basket shall be disregarded in the calculation of the financial ratio or leverage test each Financial Incurrence Test applicable to any Non-Fixed Basket and (III) any Revolving Loans (or borrowings under any other revolving credit facility of the Incurrence-Based Amounts. In additionBorrower or its Restricted Subsidiaries) shall be disregarded in the calculation of any Financial Incurrence Test; provided that notwithstanding anything else provided herein, any Indebtedness amounts incurred or transactions entered into (and associated Liens, subject to the applicable priorities required pursuant to the applicable Incurrence-Based Amounts), Investments, prepayments of debt and Restricted Payments incurred or consummated) in reliance on Fixed Amounts may be reclassified at a Basket of this Agreement that is expressly limited by a fixed-dollar limitation (including any timegrower component based on a percentage of Consolidated EBITDA or Consolidated Total Assets) and that includes, as CGI Borrower may elect from time a condition to timeincurring (or consummating) applicable amounts or transactions, in reliance on such Basket limited by a fixed-dollar limitation, a requirement of compliance with a Financial Incurrence Test shall constitute a “Fixed Amount” hereunder. (c) If any Lien, Investment, Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of assets, Restricted Payment, Affiliate transaction, Contractual Requirement, prepayment or redemption of Indebtedness or other transaction or action is incurred, issued or consummated in reliance on a Basket measured by reference to a percentage of Consolidated EBITDA or Consolidated Total Assets, and any such Lien, Investment, Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of assets, Restricted Payment, Affiliate transaction, Contractual Requirement, prepayment or redemption of Indebtedness or other transaction or action would subsequently exceed the applicable percentage of Consolidated EBITDA or Consolidated Total Assets, as incurred applicable, under any applicable Incurrence-Based Amounts such Basket if CGI Borrower subsequently meets calculated based on the applicable ratio Consolidated EBITDA or leverage test for such Incurrence-Based Amounts Consolidated Total Assets, as applicable, on a Pro Forma Basis later date (including the date of any refinancing), such percentage of Consolidated EBITDA or would have met such ratio or leverage testConsolidated Total Assets, as applicable, will be deemed not to be exceeded; provided that, in which casethe case of refinancing any Indebtedness, Disqualified Stock or preferred Capital Stock (and any related Lien) in reliance on this clause (c), the principal amount of such reclassification refinancing Indebtedness, Disqualified Stock or preferred Capital Stock does not exceed the aggregate outstanding principal amount, accreted value or liquidation preference of the refinanced Indebtedness, Disqualified Stock or preferred Capital Stock, plus the amount of any unused commitments thereunder, plus accrued interest, fees, expenses, defeasance costs and premium (including call and tender premiums), if any, under the refinanced Indebtedness, Disqualified Stock or preferred Capital Stock, plus underwriting discounts, fees, commissions and expenses (including original issue discount, upfront fees and similar items) in connection with the refinancing of such Indebtedness, Disqualified Stock or preferred Capital Stock and the incurrence or issuance of such refinancing Indebtedness, Disqualified Stock or preferred Capital Stock. (d) With respect to any Fixed Basket in this Agreement that is determined by reference to a percentage of Consolidated EBITDA as of the most recently ended Test Period as of such time of determination (including on a “greater of” basis), the Consolidated EBITDA shall be deemed to be the greater of (x) Consolidated EBITDA as of the applicable most recently ended Test Period as of such time of determination as set forth in such Fixed Basket and (y) the greatest Consolidated EBITDA of the Borrower for any trailing four fiscal quarter period ending prior to such Test Period as to which Section 9.1 Financials have automatically occurred if not elected by CGI Borrower)been delivered to the Administrative Agent.

Compliance with Certain Sections. (a) For purposes of determining compliance with Article 11Section 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, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness 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 Article 11Section 10.2 related thereto, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses at the time of such transaction or any later time from time to time, in each case, as determined by the Administrative Borrower Representative in its sole discretion at such time. time and thereafter may be reclassified by the Administrative Borrower in any manner not expressly prohibited by this Agreement; provided that (bw) 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 upon on a provision of this Agreement that does not require compliance with a financial ratio or leverage test (any such amountsincluding the Consolidated Fixed Charge Coverage Ratio, the “Fixed Amounts”Total Net Leverage Ratio, the Consolidated Total Assets and/or the Secured Net Leverage Ratio) 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 leverage test (any such amountsincluding the Consolidated Fixed Charge Coverage Ratio, the “Incurrence-Based Amounts”Total Net Leverage Ratio, the Consolidated Total Assets and/or the Secured Net Leverage Ratio), it is understood and agreed that the Fixed Amounts amounts in clause (x) shall be disregarded in the calculation of the financial ratio or leverage test applicable to the Incurrence-Based Amounts. In addition, any Indebtedness 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 Payments incurred in reliance on Fixed Amounts may be reclassified at any time, as CGI Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if CGI Borrower subsequently meets the applicable ratio or leverage test for such Incurrence-Based Amounts on a Pro Forma Basis (or would have met such ratio or leverage test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by CGI Borrowery).

Compliance with Certain Sections. (a) For purposes of determining compliance with Article 11Section 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, Restricted PaymentDividend, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness Junior Debt, fundamental change, disposition or contractual requirement, 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 Article 11Section 9.2 related thereto, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses at the time of such transaction or any later time from time to time, in each case, as determined by the Administrative Borrower Representative in its sole discretion at such time. time and thereafter may be reclassified by the Administrative Borrower in any manner not expressly prohibited by this Agreement; provided, that (bw) 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 upon on a provision of this Agreement that does do not require compliance with a financial ratio or leverage test (any such amountsincluding the Interest Coverage Ratio, the “Consolidated Fixed Amounts”Charge Coverage Ratio, the Total Net Leverage Ratio, Consolidated EBITDA and/or Consolidated 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 leverage test (any such amountsincluding the Interest Coverage Ratio, the “Incurrence-Based Amounts”Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, Consolidated EBITDA and/or the Consolidated 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 leverage test applicable to the Incurrence-Based Amounts. In addition, any Indebtedness 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 Payments incurred in reliance on Fixed Amounts may be reclassified at any time, as CGI Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if CGI Borrower subsequently meets the applicable ratio or leverage test for such Incurrence-Based Amounts on a Pro Forma Basis (or would have met such ratio or leverage test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by CGI Borrowery).

Compliance with Certain Sections. (a) For purposes of determining compliance with Article 11, in 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 “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Article 11Section 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 permitted under allocated to one or more of such clauses or subsections within the relevant sections as determined by the Borrower Representative in its sole discretion at such time. . For purposes of determining compliance at any time with Sections 10.1, 10.2, 10.3, 10.4 or 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), disposition, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness or portion thereof, as applicable, at any time meets the criteria of more than one of the categories of transactions 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 reclassify such Reclassifiable Item (or portion thereof) under one or more 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 redesignation; provided, that upon delivery of any financial statements pursuant to Section 9.1(a) or (b) With respect to following the initial incurrence or making of any amounts such Reclassifiable Item, if such Reclassifiable Item could, based on such financial statements, have been incurred or transactions entered into (or consummated) in reliance upon a provision of this Agreement that does not require compliance with a financial ratio or leverage test (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) made in reliance on a 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 of this Agreement that requires compliance with a financial ratio or leverage test (any such amounts“ratio-based” basket, the “Incurrence-Based Amounts”as applicable), 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 leverage test prepayment of Indebtedness or portion thereof, as applicable need not be permitted solely by reference to one category of permitted 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 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 Incurrence-Based Amounts. In additioncontrary notwithstanding, Indebtedness under Credit Documents and any Refinancing Indebtedness (and associated Liens, subject to the applicable priorities required pursuant to the applicable Incurrence-Based Amounts), Investments, prepayments of debt and Restricted Payments incurred in reliance on Fixed Amounts may be reclassified at any time, as CGI Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if CGI Borrower subsequently meets the applicable ratio or leverage test for such Incurrence-Based Amounts on a Pro Forma Basis thereof (or would have met such ratio or leverage 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 CGI Borrower)be reclassified.

Compliance with Certain Sections. (a) For purposes of determining compliance with Article 11Section 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, Restricted PaymentDividend, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness Junior Debt, fundamental change, disposition or contractual requirement, 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 Article 11Section 9.2 related thereto, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses at the time of such transaction or any later time from time to time, in each case, as determined by the Administrative Borrower Representative in its sole discretion at such time. time and thereafter may be reclassified by the Administrative Borrower in any manner not expressly prohibited by this Agreement; provided, that (bw) 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 upon on a provision of this Agreement that does do not require compliance with a financial ratio or leverage test (any such amountsincluding the Interest Coverage Ratio, the “Consolidated Fixed Amounts”Charge Coverage Ratio, the Total Net Leverage Ratio, Consolidated EBITDA and/or Consolidated 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 leverage test (any such amountsincluding the Interest Coverage Ratio, the “Incurrence-Based Amounts”Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, Consolidated EBITDA and/or the Consolidated 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 leverage test applicable to the Incurrence-Based Amounts. In addition, any Indebtedness 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 Payments incurred in reliance on Fixed Amounts may be reclassified at any time, as CGI Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if CGI Borrower subsequently meets the applicable ratio or leverage test for such Incurrence-Based Amounts on a Pro Forma Basis (or would have met such ratio or leverage test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by CGI Borrowery).

Compliance with Certain Sections. (a) For purposes of determining compliance with Article 11Section 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, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness 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 Article 11Section 10.2 related thereto, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses at the time of such transaction or any later time from time to time, in each case, as determined by the Administrative Borrower Representative in its sole discretion at such time. time and thereafter may be reclassified by the Administrative Borrower in any manner not expressly prohibited by this Agreement; provided that (bw) 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 upon on a provision of this Agreement that does not require compliance with a financial ratio or leverage test (any such amountsincluding the Consolidated Fixed Charge Coverage Ratio, the “Fixed Amounts”Total Leverage Ratio, the Total Net Leverage Ratio, the Consolidated Total Assets and/or the Secured Net Leverage Ratio) 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 leverage test (any such amountsincluding the Consolidated Fixed Charge Coverage Ratio, the “Incurrence-Based Amounts”Total Leverage Ratio, the Total Net Leverage Ratio, the Consolidated Total Assets and/or the Secured Net Leverage Ratio), it is understood and agreed that the Fixed Amounts amounts in clause (x) shall be disregarded in the calculation of the financial ratio or leverage test applicable to the Incurrence-Based Amounts. In addition, any Indebtedness 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 Payments incurred in reliance on Fixed Amounts may be reclassified at any time, as CGI Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if CGI Borrower subsequently meets the applicable ratio or leverage test for such Incurrence-Based Amounts on a Pro Forma Basis (or would have met such ratio or leverage test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by CGI Borrowery).

Compliance with Certain Sections. (a) For purposes of determining compliance with Article 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, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness 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 Article 11, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrower Representative in its sole discretion at such time. (b) With respect to any amounts incurred or transactions entered into (or consummated) in reliance upon a provision of this Agreement that does not require compliance with a financial ratio or leverage test (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 a financial ratio or leverage 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 leverage test applicable to the 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 Payments incurred in reliance on Fixed Amounts may be reclassified at any time, as CGI Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if CGI Borrower subsequently meets the applicable ratio or leverage test for such Incurrence-Based Amounts on a Pro Forma Basis (or would have met such ratio or leverage test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by CGI Borrower).

Compliance with Certain Sections. (a) For purposes of determining compliance with Article 11Section 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, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness 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 Article 11Section 10.2 related thereto, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses at the time of such transaction or any later time from time to time, in each case, as determined by the Administrative Borrower Representative in its sole discretion at such time. time and thereafter may be reclassified by the Administrative Borrower in any manner not expressly prohibited by this Agreement; provided that (bw) 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 upon on a provision of this Agreement that does do not require compliance with a financial ratio or leverage test (any such amountsincluding the Consolidated Fixed Charge Coverage Ratio, the “Fixed Amounts”Total Net Leverage Ratio, the Consolidated Total Assets and/or the Secured Net Leverage Ratio) 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 leverage test (any such amountsincluding the Consolidated Fixed Charge Coverage Ratio, the “Incurrence-Based Amounts”Total Net Leverage Ratio, the Consolidated Total Assets and/or the Secured Net Leverage Ratio), it is understood and agreed that the Fixed Amounts amounts in clause (x) shall be disregarded in the calculation of the financial ratio or leverage test applicable to the Incurrence-Based Amounts. In addition, any Indebtedness 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 Payments incurred in reliance on Fixed Amounts may be reclassified at any time, as CGI Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if CGI Borrower subsequently meets the applicable ratio or leverage test for such Incurrence-Based Amounts on a Pro Forma Basis (or would have met such ratio or leverage test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by CGI Borrowery).

Compliance with Certain Sections. (a) For purposes of determining compliance with Article 11any 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, Restricted PaymentDisposition, Affiliate transaction, Contractual RequirementObligation, Restricted Payment or prepayment of Indebtedness 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 11VI 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 Representative in its sole discretion at such time. (b) 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 upon on a provision of this Agreement that does not require compliance with a financial ratio or leverage 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 leverage 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 leverage test applicable to the 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 Payments incurred in reliance on Fixed Amounts may be reclassified at any time, as CGI Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if CGI Borrower subsequently meets the applicable ratio or leverage test for such Incurrence-Based Amounts on a Pro Forma Basis (or would have met such ratio or leverage test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by CGI Borrower).80

Compliance with Certain Sections. (a) For purposes of determining compliance with Article 11Section 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, Restricted PaymentDividend, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness Junior Debt, fundamental change, disposition or contractual requirement, 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 Article 11Section 9.2 related thereto, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses at the time of such transaction or any later time from time to time, in each case, as determined by the Administrative Borrower Representative in its sole discretion at such time. time and thereafter may be reclassified by the Administrative Borrower in any manner not expressly prohibited by this Agreement; provided, that (bs) 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 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 upon on a provision of this Agreement that does do not require compliance with a financial ratio or leverage test (any such amountsincluding the Interest Coverage Ratio, the “Consolidated Fixed Amounts”Charge Coverage Ratio, the Total Net Leverage Ratio, Consolidated EBITDA and/or Consolidated 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 leverage test (any such amountsincluding the Interest Coverage Ratio, the “Incurrence-Based Amounts”Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, Consolidated EBITDA and/or the Consolidated 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 leverage test applicable to the Incurrence-Based Amounts. In addition, any Indebtedness 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 Payments incurred in reliance on Fixed Amounts may be reclassified at any time, as CGI Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if CGI Borrower subsequently meets the applicable ratio or leverage test for such Incurrence-Based Amounts on a Pro Forma Basis (or would have met such ratio or leverage test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by CGI Borrowery).

Compliance with Certain Sections. (a) For purposes of determining compliance with Article 11Except 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, ) or Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness Payment 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 Article 11Sections 7.01, 7.02 or 7.06, then such transaction (or portion thereof) at any time shall be permitted under allocated or reallocated to one or more of such clauses or subsections within the relevant sections as determined by the Borrower Representative in its sole discretion at such time, subject to any specific provision herein addressing classification and reclassification. (b) With Notwithstanding anything in this Agreement or any Loan Document to the contrary, with respect to any amounts incurred or transactions entered into (or consummated) in reliance upon on a provision of this Agreement that does not require compliance with a financial ratio or leverage test (including, without limitation, the Consolidated Fixed Charge Coverage Ratio, the Consolidated Leverage Ratio and the Consolidated Secured Leverage Ratio (any such amounts, including any amount drawn under any revolving credit facility, 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 or leverage test (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 leverage test applicable to the relevant Incurrence-Based Amounts. In additionAmount in 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 Payments incurred in reliance on Fixed Amounts may be reclassified at any time, as CGI Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if CGI Borrower subsequently meets the applicable ratio or leverage test for such Incurrence-Based Amounts on a Pro Forma Basis (or would have met such ratio or leverage test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by CGI Borrower)entire transaction and/or incurrence.

Compliance with Certain Sections. (a) For purposes of determining compliance with Article 11Section 10, 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 one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Article 11Section 10, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses at the time of such transaction or any later time from time to time, in each case, as determined by the Borrower Representative in its sole discretion at such timetime and thereafter may be reclassified by the Borrower in any manner not expressly prohibited by this Agreement. (b) With respect to any amounts incurred or transactions entered into (or consummated) in reliance upon a provision of this Agreement that does not require compliance with a financial ratio or leverage test (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 a financial ratio or leverage 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 leverage test applicable to the 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 Payments incurred in reliance on Fixed Amounts may be reclassified at any time, as CGI the Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if CGI the Borrower subsequently meets the applicable ratio or leverage test for such Incurrence-Based Amounts on a Pro Forma Basis (or would have met such ratio or leverage test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by CGI the Borrower). (c) If any Lien, Investment, Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of assets, Restricted Payment, Affiliate transaction, prepayment or redemption of Indebtedness or other transaction or action is incurred, issued or consummated in reliance on a provision measured by reference to a percentage of Consolidated EBITDA or Consolidated Total Assets, and any such Lien, Investment, Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of assets, Restricted Payment, Affiliate transaction, prepayment or redemption of Indebtedness or other transaction or action would subsequently exceed the applicable percentage of Consolidated EBITDA or Consolidated Total Assets, as applicable, under such provision if calculated based on the Consolidated EBITDA or Consolidated Total Assets, as applicable, on a later date (including the date of any refinancing), such percentage of Consolidated EBITDA or Consolidated Total Assets, as applicable, will be deemed not to be exceeded; provided that, in the case of refinancing any Indebtedness, Disqualified Stock or preferred Capital Stock (and any related Lien) in reliance on this clause (c), the principal amount of such refinancing Indebtedness, Disqualified Stock or preferred Capital Stock does not exceed the aggregate outstanding principal amount, accreted value or liquidation preference of the refinanced Indebtedness, Disqualified Stock or preferred Capital Stock, plus the amount of any unused commitments thereunder, plus accrued interest, fees, expenses, defeasance costs and premium (including call and tender premiums), if any, under the refinanced Indebtedness, Disqualified Stock or preferred Capital Stock, plus underwriting discounts, fees, commissions and expenses (including original issue discount, upfront fees and similar items) in connection with the refinancing of such Indebtedness, Disqualified Stock or preferred Capital Stock and the incurrence or issuance of such refinancing Indebtedness, Disqualified Stock or preferred Capital Stock.

Compliance with Certain Sections. (a) For purposes of determining compliance with Article 11Section 10, 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 one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Article 11Section 10, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses at the time of such transaction or any later time from time to time, in each case, as determined by the Borrower Representative in its sole discretion at such timetime and thereafter may be reclassified by the Borrower in any manner not expressly prohibited by this Agreement. (b) With respect to any amounts incurred or transactions entered into (or consummated) in reliance upon a provision of this Agreement that does not require compliance with a financial ratio or leverage test (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 a financial ratio or leverage 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 leverage test applicable to the 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 Payments incurred in reliance on Fixed Amounts may be reclassified at any time, as CGI the Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if CGI the Borrower subsequently meets the applicable ratio or leverage test for such Incurrence-Based Amounts on a Pro Forma Basis (or would have met such ratio or leverage test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by CGI the Borrower). (c) If any Lien, Investment, Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of assets, Restricted Payment, Affiliate transaction, prepayment or redemption of Indebtedness or other transaction or action is incurred, issued or consummated in reliance on a provision measured by reference to a percentage of Consolidated EBITDA or Consolidated Total Assets, and any such Lien, Investment, Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of assets, Restricted Payment, Affiliate transaction, prepayment or redemption of Indebtedness or other transaction or action would subsequently exceed the applicable

Compliance with Certain Sections. (a) For purposes of determining compliance with Article 11Except 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, ) or Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness Payment 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 Article 11Sections 7.01, 7.02 or 7.06, then such transaction (or portion thereof) at any time shall be permitted under allocated or reallocated to one or more of such clauses or subsections within the relevant sections as determined by the Borrower Representative in its sole discretion at such time, subject to any specific provision herein addressing classification and reclassification. (b) With Notwithstanding anything in this Agreement or any Loan Document to the contrary, with respect to any amounts incurred or transactions entered into (or consummated) in reliance upon on a provision of this Agreement that does not require compliance with a financial ratio or leverage test (including, without limitation, the Consolidated Fixed Charge Coverage Ratio, the Consolidated Leverage Ratio and the Consolidated Secured Leverage Ratio (any such amounts, including any amount drawn under any revolving credit facility, 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 or leverage test (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 leverage 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 Payments incurred in reliance on Fixed Amounts may be reclassified at any time, as CGI Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if CGI Borrower subsequently meets the applicable ratio or leverage test for such Incurrence-Based Amounts on a Pro Forma Basis (or would have met such ratio or leverage test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by CGI Borrower)entire transaction and/or incurrence.