Common use of Measuring Compliance Clause in Contracts

Measuring Compliance. (a) When calculating the availability under any basket or ratio under this Indenture, including, without limitation, the Consolidated Secured Indebtedness Leverage Ratio and the Total Indebtedness to Consolidated Cash Flow Ratio, in each case in connection with the Limited Condition Transaction and any actions or transactions related thereto, the date of determination of such basket or ratio and of any default or event of default blocker shall, at the option of Cedar Fair, be the date the Merger Agreement was entered into and such baskets or ratios shall be calculated on a pro forma basis after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four-quarter reference period, and, for the avoidance of doubt, (x) if any such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated Cash Flow of Cedar Fair or Six Flags) at or prior to the consummation of the Limited Condition Transaction, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios shall not be tested at the time of consummation of the Limited Condition Transaction or related transactions; provided further, that if Cedar Fair elects to have such determinations occur at the time of entry into the Merger Agreement, any such transaction shall be deemed to have occurred on the date the Merger Agreement was entered and outstanding thereafter for purposes of subsequently calculating any ratios under this Indenture after the date of the Merger Agreement and before the consummation of the Limited Condition Transaction and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Consolidated Total Assets or Consolidated Net Income for purposes of other incurrences of Indebtedness or Liens or making of Restricted Payments (not related to the Limited Condition Transaction) shall not reflect the Limited Condition Transaction until it is closed. (b) Whenever pro forma effect is to be given to any pro forma event, the pro forma calculations will be made in good faith by a responsible financial or accounting officer of Cedar Fair.

Measuring Compliance. If (a) When calculating the availability under any basket or ratio under this Indenture, including, without limitation, the Consolidated Secured Indebtedness Leverage Ratio and the Total Indebtedness to Consolidated Cash Flow Ratio, in each case in connection with the Limited Condition Transaction and any actions or transactions related thereto, the date of determination of such basket or ratio and of any default or event of default blocker shall, at the option of Cedar Fair, be the date the Merger Agreement was entered into and such baskets or ratios shall be calculated on a pro forma basis after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four-quarter reference period, and, for the avoidance of doubt, (x) if any such ratios baskets set forth in this Indenture are exceeded solely as a result of fluctuations in to LTM Consolidated EBITDA for the most recently completed fiscal quarter after the last time such ratio (including due to fluctuations in Consolidated Cash Flow of Cedar Fair or Six Flags) at or prior to the consummation of the Limited Condition Transactionbaskets were calculated for any purpose under this Indenture, such ratios baskets will not be deemed to have been exceeded solely as a result of such fluctuations or (b) any baskets is exceeded or any undertaking would be breached, or any event that would constitute a Default or an Event of Default, in each case, solely for purposes as a result of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios fluctuations in applicable currency exchange rates, shall not be tested at deemed to be exceeded, untrue, inaccurate, breached, exceeded or so constituted, as applicable, solely as a result of such fluctuations in currency exchange rates. With respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Indenture that does not require compliance with a financial ratio or test (including, without limitation, the time of consummation Consolidated Total Corporate Leverage Ratio or Consolidated Secured Leverage Ratio) (any such amounts (but excluding any amounts incurred under any revolving facility unless such Indebtedness has been permanently repaid and has not been replaced), the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision in this Indenture that requires compliance with a financial ratio or test (including a test based on the Consolidated Total Corporate Leverage Ratio or Consolidated Secured Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) the Fixed Amounts shall be disregarded in the calculation of the Limited Condition Transaction financial ratio or test applicable to the Incurrence-Based Amounts, and (ii) except as provided in clause (i), pro forma effect shall be given to all applicable and related transactions (including the use of proceeds of all applicable Indebtedness incurred and any repayments, repurchases and redemptions of Indebtedness) and all other adjustments as to which pro forma effect may be given under this Indenture. Notwithstanding anything to the contrary herein, in the event any item of Lien, Permitted Lien or Restricted Payment or other transaction or action (any of the foregoing in a single transaction or a series of substantially concurrent related transactions; provided further) meets the criteria of one or more than one categories (or subcategories within any category) of exceptions, that if Cedar Fair elects thresholds or baskets under this Indenture (including within any defined terms), including any financial ratio-based exceptions, thresholds or baskets (including the Consolidated Coverage Ratio, the Consolidated Total Corporate Leverage Ratio or the Consolidated Secured Leverage Ratio), the Company shall, in its sole discretion, be entitled to have such determinations occur at divide and classify and later re-divide and reclassify on or more occasions (based on circumstances existing on the time date of entry into the Merger Agreement, any such re-division and reclassification) any such item of Lien, Permitted Lien, Restricted Payment or other transaction or action, in whole or in part, among one or more than one categories (or subcategories within any category) of exceptions, thresholds or baskets under this Indenture. If any item of Indebtedness or Preferred Stock, Lien, Permitted Lien, Restricted Payments or other transaction or action (or any portion of the foregoing) previously divided and classified (or re-divided and reclassified) as set forth above under any category (or subcategories within any category) of non-financial ratio based exceptions, thresholds or baskets could subsequently be re-divided and reclassified under a category (or subcategories within any category) of financial ratio based exceptions, thresholds or baskets (including the Consolidated Coverage Ratio, Consolidated Total Corporate Leverage Ratio or Consolidated Secured Leverage Ratio), such re-division and reclassification shall be deemed to have occurred on occur automatically and such item of Lien, Permitted Lien, Restricted Payment or other transaction or action (or any portion of the date the Merger Agreement was entered and foregoing) shall cease to be deemed made or outstanding thereafter for purposes of any category (or subcategories within any category) of exceptions, thresholds and baskets that are not financial ratio-based. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Consolidated Coverage Ratio, Consolidated Total Corporate Leverage Ratio or Consolidated Secured Leverage Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility (1) prior to or in connection therewith or (2) used to finance working capital needs of the Company and its Restricted Subsidiaries. If any item of Indebtedness, Lien, Permitted Lien, Restricted Payment or other transaction or action (any of the foregoing in a single transaction or a series of substantially concurrent related transactions) is incurred, issued, taken or consummated in reliance on categories (or subcategories within any category) of exceptions, thresholds or baskets measured by reference to a percentage of LTM Consolidated EBITDA on the relevant testing date pursuant to this Indenture, and such Indebtedness, Lien, Permitted Lien, Restricted Payment or other transaction or action (including in connection with refinancing thereof) would subsequently calculating any ratios under this Indenture after exceed the applicable percentage of LTM Consolidated EBITDA if calculated based on the LTM Consolidated EBITDA on a later date (including the date of any refinancing), such percentage of LTM Consolidated EBITDA will not be deemed to be exceeded (and in the Merger Agreement and before the consummation case of the Limited Condition Transaction and refinancing any Indebtedness, to the extent baskets were utilized in satisfying any covenants, the principal amount or the liquidation preference of such baskets shall be deemed utilized, but any calculation of Consolidated Total Assets newly incurred or Consolidated Net Income for purposes of other incurrences of issued Indebtedness or Liens Preferred Stock does not exceed the maximum principal amount, liquidation preference or making amount of Restricted Payments (not related to Permitted Refinancing Indebtedness in respect of the Limited Condition Transaction) shall not reflect the Limited Condition Transaction until it is closedIndebtedness, Disqualified Stock or Preferred Stock being refinanced, extended, replaced, refunded, renewed or defeased). (b) Whenever pro forma effect is to be given to any pro forma event, the pro forma calculations will be made in good faith by a responsible financial or accounting officer of Cedar Fair.

Measuring Compliance. (a) When calculating the availability under any basket or ratio under this Indenture, including, without limitation, the Consolidated Secured Indebtedness Leverage Ratio and or the Total Indebtedness to Consolidated Cash Flow Ratio, in each case in connection with the a Limited Condition Transaction and any actions or transactions related thereto, the date of determination of such basket or ratio and of any default or event of default blocker shall, at the option of Cedar Fairthe Company, be the date the Merger Agreement was definitive agreements for such Limited Condition Transaction are entered into and such baskets or ratios shall be calculated on a pro forma basis after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four-quarter reference period, and, for the avoidance of doubt, (x) if any such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated Cash Flow of Cedar Fair the Company or Six Flagsthe target company) at or prior to the consummation of the relevant Limited Condition Transaction, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios shall not be tested at the time of consummation of the such Limited Condition Transaction or related transactions; provided further, that if Cedar Fair the Company elects to have such determinations occur at the time of entry into the Merger Agreementsuch definitive agreement, any such transaction shall be deemed to have occurred on the date the Merger Agreement was definitive agreements are entered and outstanding thereafter for purposes of subsequently calculating any ratios under this Indenture after the date of the Merger Agreement such agreement and before the consummation of the such Limited Condition Transaction and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Consolidated Total Assets or Consolidated Net Income for purposes of other incurrences of Indebtedness or Liens or making of Restricted Payments (not related to the such Limited Condition Transaction) shall not reflect the such Limited Condition Transaction until it is closed. (b) Whenever pro forma effect is to be given to any pro forma event, the pro forma calculations will be made in good faith by a responsible financial or accounting officer of Cedar Fairthe Company.

Measuring Compliance. (a) When Notwithstanding anything in this Indenture to the contrary, when (i) calculating the availability under any basket or ratio under this Indenture, including(ii) determining whether any Default or Event of Default has occurred, without limitationis continuing or would result from any action, the Consolidated Secured Indebtedness Leverage Ratio and the Total Indebtedness or (iii) determining compliance with any other condition precedent to Consolidated Cash Flow Ratioany action or transaction, in each case of clauses (i) through (iii) in connection with the a Limited Condition Transaction and any actions or transactions related theretoTransaction, the date of determination of such basket or ratio and ratio, whether any Default or Event of Default has occurred, is continuing or would result therefrom, or the satisfaction of any default or event of default blocker other condition precedent shall, at the option of Cedar Fairthe Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, a “Transaction Election”), be deemed to be the date that the Merger Agreement was entered into definitive agreement for such Limited Condition Transaction (or with respect to a Limited Condition Transaction involving the repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or preferred stock, the date notice is given to the holders of such Indebtedness, Disqualified Stock or preferred stock (which notice may be subject to one or more conditions precedent)) (any such date, the “Transaction Test Date”) and such baskets or ratios ratios, absence of defaults, satisfaction of conditions precedent and other provisions shall be calculated on a with such pro forma basis adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio after giving effect to the such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four-quarter reference periodapplicable period for purposes of determining the ability to consummate any such Limited Condition Transaction (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such ratios baskets or ratios, absence of defaults, satisfaction of conditions precedent or other provisions are exceeded exceeded, breached or otherwise failed as a result of fluctuations in such basket or ratio (including due to fluctuations in Consolidated Cash Flow Total Assets or Consolidated EBITDA of Cedar Fair the Issuer or Six Flagsthe target company, a change in facts and circumstances or other provisions) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Transaction, such ratios baskets or ratios, absence of defaults, satisfaction of conditions precedent and other provisions will not be deemed to have been exceeded exceeded, breached or otherwise failed as a result of such fluctuations solely or changed circumstances for purposes of determining whether the such Limited Condition Transaction is and related transactions are permitted hereunder under this Indenture and (y) such ratios baskets or ratios, absence of defaults, satisfaction of conditions and other provisions shall not be tested at the time of consummation of the such Limited Condition Transaction or related transactionstransactions solely for purposes of determining whether such Limited Condition Transaction is permitted under this Indenture; provided furtherprovided, however, that if Cedar Fair elects the Issuer has made a Transaction Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Limited Condition Transaction or otherwise on or following the relevant Transaction Test Date and prior to the consummation of such Limited Condition Transaction, unless and until such Limited Condition Transaction has been abandoned (or revoked) or such definitive agreement has expired or been terminated prior to consummation thereof, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. For purposes of any calculation pursuant to this paragraph of the Fixed Charge Coverage Ratio, Fixed Charges may be calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such determinations occur Limited Condition Transaction based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Issuer in good faith. With respect to any such calculations of the availability under any basket or ratio under this Indenture with respect to a Limited Condition Transaction, the Issuer will deliver to the Trustee promptly following the date the definitive agreement for such Limited Condition Transaction is entered into an Officer’s Certificate stating that such definitive agreement has been executed and that the Issuer has made any applicable ratio or basket calculations in accordance with this Section 4.24 and in compliance with the terms of this Indenture. (b) If the Issuer or its Restricted Subsidiaries enters into any revolving, delayed draw or other committed debt facility, the Issuer may elect to determine compliance of such debt facility (including the incurrence of Indebtedness and Xxxxx from time to time in connection therewith) with the Indenture Documents on the date commitments with respect thereto are first received, assuming the full amount of such facility is incurred (and any applicable Liens are granted) on such date (such amount, the “elected amount”), in lieu of determining such compliance on any subsequent date (including any date on which Indebtedness is incurred pursuant to such facility, which Indebtedness may be drawn and re-drawn and which Liens may be incurred and re-incurred, in each case, without subsequent testing), and for purposes of determining compliance of subsequent debt facilities (including the incurrence of Indebtedness and Liens from time to time in connection therewith) with the Indenture Documents; provided that, in each case, any future calculation of any such basket shall only include amounts borrowed and outstanding as of such date of determination. (c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Indenture that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated First Lien Net Leverage Ratio test, any Consolidated Net Leverage Ratio test, any Consolidated Secured Net Leverage Ratio test and/or any Fixed Charge Coverage Ratio test) (any such amounts, including any such amounts that are based off Consolidated Net Income or Consolidated EBITDA, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) under the same covenant in reliance on a provision in such covenant that requires compliance with a financial ratio or test, any Consolidated First Lien Net Leverage Ratio test, any Consolidated Net Leverage Ratio test, any Consolidated Secured Net Leverage Ratio test and/or any Fixed Charge Coverage Ratio test (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts and (ii) unless otherwise noted in this Indenture, to the extent a transaction is incurred or issued as a Fixed Amount by the Issuer or a Restricted Subsidiary, such transaction shall cease to be deemed incurred, issued or outstanding as a Fixed Amount but shall be deemed incurred, issued or outstanding as an Incurrence-Based Amount from and after the first date on which the Issuer or such Restricted Subsidiary could have incurred such transaction as an Incurrence-Based Amount. The Issuer may rely on more than one basket or exception hereunder (including both Incurrence-Based Amount and Fixed Amount baskets and exceptions, and including partial reliance on different baskets that, collectively, permit the entire proposed transaction) at the time of entry into any proposed transaction, and the Merger AgreementIssuer may, in its sole discretion, at any later time divide, classify or reclassify such transaction (or any portion thereof) in any manner that complies with the available baskets and exceptions hereunder at such later time. Unless the Issuer elects otherwise, each incurrence shall be deemed incurred first under an Incurrence-Based Amount to the extent permitted (and calculated prior to giving effect to any substantially simultaneous incurrence based on a basket or exception that is not based on a financial ratio or test), with any balance incurred under a Fixed Amount. (d) For purposes of the calculation of any financial ratio or test (including, without limitation, any Consolidated First Lien Net Leverage Ratio test, any Consolidated Net Leverage Ratio test and/or any Consolidated Secured Net Leverage Ratio test), in no event shall any cash proceeds of any new Indebtedness being incurred in connection with the calculation of such ratio or test definition be netted from the numerator in such ratio or test for purposes of determining whether such Indebtedness can be incurred but pro forma effect shall otherwise be given to the use of such proceeds (for the avoidance of doubt, any proceeds used in the good faith judgment of the members of the Board of Directors of the Issuer or any Parent Entity to fund cash to the balance sheet may be used for purposes of netting). (e) For purposes of this Indenture, where the permissibility of a transaction or determinations of required actions or circumstances depend upon compliance with, or are determined by reference to, amounts stated in U.S. Dollars, any requisite currency translation shall be based on the relevant currency exchange (as quoted by a known dealer in such currency) in effect on the Business Day immediately preceding the date of such transaction or determination and shall not be affected by subsequent fluctuations in exchange rates and will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with IFRS, of Currency Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the U.S. Dollar amount of such Indebtedness. (f) For purposes of determining the maturity date of any Indebtedness, bridge loans that are subject to customary conditions (as determined by the Issuer in good faith, including conditions requiring no payment or bankruptcy event of default) that would either automatically be extended as, converted into or required to be exchanged for permanent refinancing shall be deemed to have occurred on the maturity date the Merger Agreement was entered and outstanding thereafter for as so extended, converted or exchanged. (g) For purposes of subsequently calculating determining compliance with, and the outstanding principal amount or liquidation preference, as applicable, of any ratios under this Indenture after particular Indebtedness incurred or Disqualified Stock or preferred stock issued pursuant to and in compliance with, Section 4.09, if any commitments in respect of revolving or deferred draw Indebtedness are established in reliance on any clause of the definition of Permitted Debt measured by reference to a percentage of Consolidated EBITDA, at the Issuer’s option, on the date of the Merger Agreement and before initial borrowing of such Indebtedness or entry into the consummation definitive agreement providing the commitment to fund such Indebtedness after giving pro forma effect to the incurrence of the Limited Condition Transaction entire committed amount of such Indebtedness (such committed amount, a “Grower Tested Committed Amount”) may thereafter be borrowed and re-borrowed, in whole or in part, from time to the extent baskets were utilized in satisfying any covenantstime, irrespective of whether or not such baskets incurrence would cause such percentage of Consolidated EBITDA to be exceeded and such Grower Tested Committed Amount shall be deemed utilized, but any calculation of Consolidated Total Assets or Consolidated Net Income for purposes of other incurrences of Indebtedness or Liens or making of Restricted Payments (not related outstanding pursuant to the Limited Condition Transaction) shall not reflect the Limited Condition Transaction until it is closedsuch basket so long as such commitments are in effect. (bh) Whenever pro forma effect is to be given With respect to any pro forma eventLien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the pro forma calculations will be made accretion of accreted value, the amortization of original issue discount, the payment of interest in good faith by the form of additional Indebtedness with the same terms, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a responsible financial result of fluctuations in the exchange rate of currencies or accounting officer increases in the value of Cedar Fairproperty securing Indebtedness.

Measuring Compliance. If (a) When calculating the availability under any basket or ratio under this Indenture, including, without limitation, the Consolidated Secured Indebtedness Leverage Ratio and the Total Indebtedness to Consolidated Cash Flow Ratio, in each case in connection with the Limited Condition Transaction and any actions or transactions related thereto, the date of determination of such basket or ratio and of any default or event of default blocker shall, at the option of Cedar Fair, be the date the Merger Agreement was entered into and such baskets or ratios shall be calculated on a pro forma basis after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four-quarter reference period, and, for the avoidance of doubt, (x) if any such ratios baskets set forth in this Indenture are exceeded solely as a result of fluctuations in to LTM Consolidated EBITDA for the most recently completed fiscal quarter after the last time such ratio (including due to fluctuations in Consolidated Cash Flow of Cedar Fair or Six Flags) at or prior to the consummation of the Limited Condition Transactionbaskets were calculated for any purpose under this Indenture, such ratios baskets will not be deemed to have been exceeded solely as a result of such fluctuations or (b) any of the baskets is exceeded or any undertaking would be breached, or any event that would constitute a Default or an Event of Default, in each case, solely for purposes as a result of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios fluctuations in applicable currency exchange rates, shall not be tested at deemed to be exceeded, untrue, inaccurate, breached, exceeded or so constituted, as applicable, solely as a result of such fluctuations in currency exchange rates. With respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Indenture that does not require compliance with a financial ratio or test (including, without limitation, the time of consummation Consolidated Coverage Ratio or the Consolidated Total Net Corporate Leverage Ratio) (any such amounts (but excluding any amounts incurred under any revolving facility unless such Indebtedness has been permanently repaid and has not been replaced), the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision in this Indenture that requires compliance with a financial ratio or test (including a test based on the Consolidated Total Net Corporate Leverage Ratio or the Consolidated Coverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) the Fixed Amounts shall be disregarded in the calculation of the Limited Condition Transaction financial ratio or test applicable to the Incurrence-Based Amounts, and (ii) except as provided in clause (i), pro forma effect shall be given to all applicable and related transactions (including the use of proceeds of all applicable Indebtedness incurred and any repayments, repurchases and redemptions of Indebtedness) and all other adjustments as to which pro forma effect may be given under this Indenture. Notwithstanding anything to the contrary herein, in the event any item of Lien, Permitted Lien or Restricted Payment or other transaction or action (any of the foregoing in a single transaction or a series of substantially concurrent related transactions) meets the criteria of one or more than one categories (or subcategories within any category) of exceptions, thresholds or baskets under this Indenture (including within any defined terms), including any financial ratio-based exceptions, thresholds or baskets (including the Consolidated Coverage Ratio or the Consolidated Total Net Corporate Leverage Ratio), the Company shall, in its sole discretion, be entitled to divide and classify and later re-divide and reclassify on or more occasions (based on circumstances existing on the date of any such re-division and reclassification) any such item of Lien, Permitted Lien, Restricted Payment or other transaction or action, in whole or in part, among one or more than one categories (or subcategories within any category) of exceptions, thresholds or baskets under this Indenture; provided furtherthat, that if Cedar Fair elects notwithstanding anything herein to have such determinations occur at the time contrary, Investments in Unrestricted Subsidiaries shall only be permitted to be made pursuant to clause (aa) of entry into the Merger Agreement, definition of “Permitted Investments,” and the Company will not be permitted to divide and classify or later re-divide and reclassify any such Investment, in whole or in part, among one or more than one categories (or subcategories within any category) of exceptions, thresholds or baskets under this Indenture. If any item of Indebtedness or Preferred Stock, Lien, Permitted Lien, Restricted Payments or other transaction or action (or any portion of the foregoing) previously divided and classified (or re-divided and reclassified) as set forth above under any category (or subcategories within any category) of non-financial ratio based exceptions, thresholds or baskets could subsequently be re-divided and reclassified under a category (or subcategories within any category) of financial ratio based exceptions, thresholds or baskets (including the Consolidated Coverage Ratio or the Consolidated Total Net Corporate Leverage Ratio), such re-division and reclassification shall be deemed to have occurred on occur automatically and such item of Lien, Permitted Lien, Restricted Payment or other transaction or action (or any portion of the date the Merger Agreement was entered and foregoing) shall cease to be deemed made or outstanding thereafter for purposes of any category (or subcategories within any category) of exceptions, thresholds and baskets that are not financial ratio-based. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Consolidated Coverage Ratio or the Consolidated Total Net Corporate Leverage Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility (1) prior to or in connection therewith or (2) used to finance working capital needs of the Company and its Restricted Subsidiaries. If any item of Indebtedness, Lien, Permitted Lien, Restricted Payment or other transaction or action (any of the foregoing in a single transaction or a series of substantially concurrent related transactions) is incurred, issued, taken or consummated in reliance on categories (or subcategories within any category) of exceptions, thresholds or baskets measured by reference to a percentage of LTM Consolidated EBITDA on the relevant testing date pursuant to this Indenture, and such Indebtedness, Lien, Permitted Lien, Restricted Payment or other transaction or action (including in connection with refinancing thereof) would subsequently calculating any ratios under this Indenture after exceed the applicable percentage of LTM Consolidated EBITDA if calculated based on the LTM Consolidated EBITDA on a later date (including the date of any refinancing), such percentage of LTM Consolidated EBITDA will not be deemed to be exceeded (and in the Merger Agreement and before the consummation case of the Limited Condition Transaction and refinancing any Indebtedness, to the extent baskets were utilized in satisfying any covenants, the principal amount or the liquidation preference of such baskets shall be deemed utilized, but any calculation of Consolidated Total Assets newly incurred or Consolidated Net Income for purposes of other incurrences of issued Indebtedness or Liens Preferred Stock does not exceed the maximum principal amount, liquidation preference or making amount of Restricted Payments (not related to permitted Refinancing Indebtedness in respect of the Limited Condition Transaction) shall not reflect the Limited Condition Transaction until it is closedIndebtedness, Disqualified Stock or Preferred Stock being refinanced, extended, replaced, refunded, renewed or defeased). (b) Whenever pro forma effect is to be given to any pro forma event, the pro forma calculations will be made in good faith by a responsible financial or accounting officer of Cedar Fair.

Measuring Compliance. (a) When calculating the availability under any basket or ratio under this Indenture, including, without limitation, the Consolidated Secured Indebtedness First Lien Leverage Ratio and the Total Indebtedness to Consolidated Cash Flow Ratio, in each case in connection with the Limited Condition Transaction and any actions or transactions related thereto, the date of determination of such basket or ratio and of any default or event of default blocker shall, at the option of Cedar Fair, be the date the Merger Agreement was entered into and such baskets or ratios shall be calculated on a pro forma basis after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four-quarter reference period, and, for the avoidance of doubt, (x) if any such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated Cash Flow of Cedar Fair or Six Flags) at or prior to the consummation of the Limited Condition Transaction, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios shall not be tested at the time of consummation of the Limited Condition Transaction or related transactions; provided further, that if Cedar Fair elects to have such determinations occur at the time of entry into the Merger Agreement, any such transaction shall be deemed to have occurred on the date the Merger Agreement was entered and outstanding thereafter for purposes of subsequently calculating any ratios under this Indenture after the date of the Merger Agreement and before the consummation of the Limited Condition Transaction and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Consolidated Total Assets or Consolidated Net Income for purposes of other incurrences of Indebtedness or Liens or making of Restricted Payments (not related to the Limited Condition Transaction) shall not reflect the Limited Condition Transaction until it is closed. (b) Whenever pro forma effect is to be given to any pro forma event, the pro forma calculations will be made in good faith by a responsible financial or accounting officer of Cedar Fair.