Common use of Certain Compliance Calculations Clause in Contracts

Certain Compliance Calculations. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (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 Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (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 Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). Any calculation or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) may be determined with reference to the financial statements of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer).

Certain Compliance Calculations. (a) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock Equity (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance based on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Holdco Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to (a) amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Holdco Debt Ratio) on the same date, or (b) the incurrence of any Indebtedness under any revolving facility or letter of credit facility immediately prior to or in connection therewith. Each item of Indebtedness, Disqualified Stock or Preferred Stock Equity that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Holdco Debt Ratio test. Notwithstanding anything . (b) For purposes of any calculation under this Indenture, the Issuer may elect, at any time (which election may not be changed with respect to the contrary hereinsuch revolving Indebtedness), in the event an item of Indebtedness, Disqualified Stock or Preferred Stock to either (or any portion thereofx) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio, such ratio(s) shall be calculated without regard give pro forma effect to the incurrence of any Indebtedness under any the entire committed amount of such revolving facility Indebtedness, in which case such committed amount may thereafter be borrowed or letter of credit facility (1) immediately prior to reborrowed, in whole or in connection therewith part, from time to time, without further compliance with any provision under this Indenture, or (2y) used give pro forma effect to finance working capital needs the incurrence of the Issuer and its Restricted Subsidiaries (as reasonably determined by actual amount drawn under such revolving Indebtedness, in which case, the Issuer). Any calculation or measure that is determined with reference ability to incur the amounts committed to under such revolving Indebtedness will be subject to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) may be determined with reference to the financial statements provisions of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer)this Indenture.

Certain Compliance Calculations. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (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 Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (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 Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). Any calculation or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) may be determined with reference to the financial statements of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer)therewith.

Certain Compliance Calculations. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or assumed, any Restricted Payment is made or other transaction is undertaken (including a Limited Condition Transaction) in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, the Consolidated Secured Debt Total Indebtedness to Consolidated Tangible Net Worth Ratio or Consolidated Net Debt Ratioother ratio-based test, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other non-ratio-based basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on the same datesubstantially concurrently. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred incurred, assumed or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Total Indebtedness to Consolidated Tangible Net Worth Ratio or Consolidated Net Debt Ratio other ratio-based test. Notwithstanding anything to For the contrary hereinavoidance of doubt, in when testing the event an item availability under a ratio basket for purposes of Indebtednessmaking a Restricted Payment, Disqualified Stock or Preferred Stock Indebtedness (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or other transaction is undertaken in reliance on issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. If a proposed action, matter, transaction or amount (or a portion thereof) meets the criteria of more than one applicable basket, permission or threshold under this Indenture, the Issuer shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the Fixed Charge Coverage Ratiodate of such reclassification) such action, Consolidated Secured Debt Ratio matter, transaction or Consolidated Net Debt Ratioamount (or a portion thereof) between such baskets, such ratio(s) permission or thresholds as it shall be calculated without regard elect from time to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer)time. Any calculation calculation, test or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, Consolidated EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Total Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, the Consolidated Total Indebtedness to Consolidated Tangible Net Worth Ratio, Consolidated Tangible Net Worth and Section 4.07(a)(B)(110.10(a)(3) hereof) in this Indenture may be determined with reference to the financial statements of any Parent Entity other direct or indirect parent entity of the Issuer instead, so long as such Parent Entity does calculation, test or measure would not hold any material assets other than, directly differ by more than an immaterial amount when using the financial statements of such direct or indirectly, the Equity Interests indirect parent entity of the Issuer as compared to if such calculation, test or measure were made using the Issuer’s financial statements (as determined in good faith by the Issuer). Any ratios, tests or baskets required to be satisfied in order for a specific action to be permitted under this Indenture shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). If the Issuer or any Restricted Subsidiary takes an action which at the time of the taking of such action would in the good faith determination of the Issuer be permitted under the applicable provisions of this Indenture based on the financial statements available at such time, such action shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments, modifications or restatements made in good faith to such financial statements affecting Consolidated Net Income, Consolidated EBITDA, Consolidated Tangible Net Worth or other applicable financial metric.

Certain Compliance Calculations. Notwithstanding anything to the contrary hereinin this Indenture, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred incurred, any Restricted Payment is made or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Leverage Ratio or Debt to Consolidated Net Debt EBITDA Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other non-ratio-based basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on within the same datecovenant substantially concurrently. Each item of Indebtedness, Disqualified Stock or Preferred Stock Indebtedness that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Leverage Ratio or Debt to Consolidated Net Debt EBITDA Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock 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 Fixed Charge Coverage Ratio, Consolidated Secured Debt Leverage Ratio or Debt to Consolidated Net Debt EBITDA Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer Company and its Restricted Subsidiaries (as reasonably determined by the IssuerCompany). Any calculation If a proposed action, matter, transaction or measure that is determined with reference amount (or a portion thereof) meets the criteria of more than one applicable basket, permission or threshold within an applicable covenant under this Indenture, the Company shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the Issuer’s date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds within such covenant as it shall elect from time to time. If the Company or any Restricted Subsidiary takes an action which at the time of the taking of such action would in the good faith determination of the Company be permitted under the applicable provisions of this Indenture based on the financial statements (includingavailable at such time, without limitationsuch action shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments, EBITDA, Consolidated Interest Expense, modifications or restatements made in good faith to such financial statements affecting Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) may be determined with reference to the EBITDA or other applicable financial statements of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer)metric.

Certain Compliance Calculations. (a) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock Equity (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance based on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Holdco Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to (a) amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Holdco Debt Ratio) on the same date, or (b) the incurrence of any Indebtedness under any revolving facility or letter of credit facility immediately prior to or in connection therewith. Each item of Indebtedness, Disqualified Stock or Preferred Stock Equity that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Holdco Debt Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock . (or any portion thereofb) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio, such ratio(s) shall be calculated without regard to the incurrence For purposes of any Indebtedness calculation under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of this Indenture, the Issuer and its Restricted Subsidiaries may elect, at any time (as reasonably determined by the Issuerwhich election may not be changed with respect to such revolving Indebtedness). Any calculation or measure that is determined with reference , to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) may be determined with reference to the financial statements of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer).either

Certain Compliance Calculations. Notwithstanding anything to the contrary hereinherein (except as set forth in the proviso to clause (c)(i) of Section 4.09 hereof), in the event an any item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issuedStock, any Lien is incurred Lien, Permitted Lien, Restricted Payment, Permitted Investment or other transaction is undertaken or action (any of the foregoing in reliance on a single transaction or a series of substantially concurrent related transactions) meets the criteria of one or more than one categories of exceptions, thresholds or baskets under this Indenture, including any financial ratio basket based on exceptions, thresholds or baskets (including the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio), (1) unless otherwise expressly provided in this Indenture, the Issuer will, 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 ratio(sre-division and reclassification) shall be calculated with respect to any such incurrenceitem of Indebtedness, issuance Disqualified Stock or Preferred Stock, Lien, Permitted Lien, Restricted Payment, Permitted Investment or other transaction or action, in whole or in part, among one or more than one categories of exceptions, thresholds or baskets under this Indenture, and (2) availability and utilization of any category of financial ratio based exceptions, thresholds and baskets shall first be calculated without giving effect to amounts being to be utilized under any other basket category of exceptions, thresholds and baskets at such time of determination (including at the time of any initial division and classification and any later re-divisions and reclassifications) and thereafter, availability and utilization of any category of exceptions, thresholds and baskets that are not financial ratio based shall be calculated. Each item of item of Indebtedness, Disqualified Stock or Preferred Stock, Lien, Permitted Lien, Restricted Payment, Permitted Investment or other than a transaction or action will be deemed to have been incurred, issued, made or taken first, to the extent available, pursuant to any available categories of financial ratio basket based on exceptions, thresholds and baskets (including the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio) on the same dateas set forth above prior to any other category of exceptions, thresholds and baskets. Each If any item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred Stock, Lien, Permitted Lien, Restricted Payment, Permitted Investment or issued, each Lien incurred and each other transaction undertaken will or action (or any portion of the foregoing) previously divided and classified (or re-divided and reclassified) as set forth above under any category of non-financial ratio based exceptions, thresholds or baskets could subsequently be deemed to have been incurredre-divided and reclassified under a category of financial ratio based exceptions, issued thresholds or taken first, to baskets (including the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio testRatio), such re-division and reclassification shall be deemed to occur automatically and such item of Indebtedness, Disqualified Stock or Preferred Stock, Lien, Permitted Lien, Restricted Payment, Permitted Investment or other transaction or action (or any portion of the foregoing) shall cease to be deemed made or outstanding for purposes of 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, Disqualified Stock or Preferred Stock (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 Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Total Debt Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). Any calculation or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) may be determined with reference to the financial statements of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer)therewith.

Certain Compliance Calculations. Notwithstanding anything to the contrary hereinin this Indenture, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or assumed, any Restricted Payment is made or other transaction is undertaken (including a Limited Condition Transaction) in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Equal Priority Debt Ratio or Consolidated Net Total Debt RatioRatio or other ratio-based test, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other non-ratio-based basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on the same datesubstantially concurrently. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred incurred, assumed or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Equal Priority Debt Ratio or Consolidated Net Total Debt Ratio test. Notwithstanding anything to For the contrary hereinavoidance of doubt, in when testing the event an item availability under a ratio basket for purposes of Indebtednessmaking a Restricted Payment, Disqualified Stock or Preferred Stock Indebtedness (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or other transaction is undertaken in reliance on issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. If a proposed action, matter, transaction or amount (or a portion thereof) meets the criteria of more than one applicable basket, permission or threshold under this Indenture, the Issuer shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the Fixed Charge Coverage Ratiodate of such reclassification) such action, Consolidated Secured Debt Ratio matter, transaction or Consolidated Net Debt Ratioamount (or a portion thereof) between such baskets, such ratio(s) permission or thresholds as it shall be calculated without regard elect from time to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer)time. Any calculation calculation, test or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Equal Priority Debt Ratio, Consolidated Net Total Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and clause (C)(1) of Section 4.07(a)(B)(14.07(a) hereof) hereof may be determined with reference to the financial statements of any Parent Entity a direct or indirect parent entity of the Issuer instead, so long as such Parent Entity does calculation, test or measure would not hold any material assets other than, directly differ by more than an immaterial amount when using the financial statements of such direct or indirectly, the Equity Interests indirect parent entity of the Issuer as compared to if such calculation, test or measure were made using the Issuer’s financial statements (as determined in good faith by the Issuer). Any ratios, tests or baskets required to be satisfied in order for a specific action permitted under this Indenture shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). If the Issuer or any Restricted Subsidiary takes an action which at the time of the taking of such action would in the good faith determination of the Issuer be permitted under the applicable provisions of this Indenture based on the financial statements available at such time, such action shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments, modifications or restatements made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric.

Certain Compliance Calculations. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock Indebtedness (or any portion thereof) is incurred incurred, assumed or issued, any Lien is incurred or assumed, any Restricted Payment is made or other transaction is undertaken (including a Limited Condition Transaction) in reliance on a ratio basket based on the Consolidated Fixed Charge Coverage Ratio, Consolidated Senior Secured Debt Indebtedness Leverage Ratio, Total Indebtedness Leverage Ratio or Consolidated Net Debt Ratioother ratio-based test, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other non-ratio-based basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on the same datesubstantially concurrently. Each item of Indebtedness, Disqualified Stock or Preferred Stock Indebtedness that is incurred incurred, assumed or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, assumed, issued or taken first, to the extent available, pursuant to the relevant Consolidated Fixed Charge Coverage Ratio, Consolidated Senior Secured Debt Indebtedness Leverage Ratio, Total Indebtedness Leverage Ratio or Consolidated Net Debt Ratio other ratio-based test. Notwithstanding anything to the contrary hereinIf a proposed action, in the event an item of Indebtednessmatter, Disqualified Stock transaction or Preferred Stock amount (or any a portion thereof) is incurred meets the criteria of more than one applicable basket, permission or issuedthreshold under the Indenture, any Lien is incurred the Company shall be entitled to divide or other transaction is undertaken in reliance on a ratio basket classify or later divide or reclassify (based on circumstances existing on the Fixed Charge Coverage Ratiodate of such reclassification) such action, Consolidated Secured Debt Ratio matter, transaction or Consolidated Net Debt Ratioamount (or a portion thereof) between such baskets, such ratio(s) permission or thresholds as it shall be calculated without regard elect from time to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). Any calculation or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) may be determined with reference to the financial statements of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer)time.

Certain Compliance Calculations. (a) Notwithstanding anything to the contrary hereinherein with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a Fixed Basket (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 Indenture that requires compliance with any financial ratio or test (including the Consolidated Coverage Ratio, Net Secured Leverage Ratio and Net Total Leverage Ratio) (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence. (b) For purposes of determining compliance with any covenant in this Indenture in the event an item that any Lien, Investment, Debt (whether at the time of Indebtednessincurrence or upon application of all or a portion of the proceeds thereof), Disqualified Stock disposition or Preferred Stock other sale or transfer of assets, Restricted Payment, Affiliate transaction or contractual requirement meets the criteria of one, or more than one, of the “baskets” or categories of the applicable covenant (including any sub-clauses, sub-categories or sub-items under this Indenture) then permitted pursuant to this Indenture, as applicable, such transaction (or portion thereof) at any time shall be permitted under one or more of such applicable clauses of such “baskets” or categories of such covenant (including any sub-clauses, sub-categories or sub-items under this Indenture) 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 Issuer in its sole discretion at such time, and the Issuer may, in its sole discretion, classify and reclassify and, from time to time, later divide, classify or reclassify such Lien, Investment, Debt (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition or other sale or transfer of assets, Restricted Payment, Affiliate transaction or contractual requirement (or, in each case of any of the foregoing, any portion thereof) is incurred among such applicable “baskets” or issuedcategories of such covenant (including any sub-clauses, sub-categories or sub-items under the Indenture) in any Lien is incurred manner not expressly prohibited by this Indenture (and, for the avoidance of doubt, will only be required to include such transaction or other transaction is undertaken incurrence in reliance on a ratio basket based such of the applicable “baskets” or categories of the applicable covenant (including any sub-clauses, sub-categories or sub-items under this Indenture) as determined by Issuer at such time); provided that all Debt outstanding on the Fixed Charge Coverage RatioIssue Date under the Senior Secured Credit Agreement shall be deemed Incurred under clause (1) of Section 4.9(b) and may not be later reclassified. (c) Any ratios, Consolidated Secured Debt Ratio tests or Consolidated Net Debt Ratio, such ratio(s) baskets required to be satisfied in order for a specific action to be permitted under this Indenture shall be calculated with respect by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such incurrence, issuance ratio is expressed herein and rounding the result up or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, down to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock nearest number (or any portion thereof) with a rounding up if there is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). Any calculation or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) may be determined with reference to the financial statements of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuerno nearest number).

Certain Compliance Calculations. For purposes of (i) determining compliance with any provision of this Indenture which requires the calculation of financial ratios or measures (includ- ing the Consolidated First Lien Net Leverage Ratio, the Fixed Charge Coverage Ratio or the Consolidated Total Net Leverage Ratio), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under baskets set forth in this Indenture (including baskets measured as a percentage of total assets or EBITDA or LTM EBITDA), in each case in connection with a specified transaction or event (each, a “Specified Transaction”), this Indenture shall include provisions to the effect that, at the option of the Lead Issuer, such determination may be made (1) at the time the de- finitive agreement with respect to such Specified Transaction has been signed, (2) at the time such Speci- fied Transaction is consummated or (3) at the time an irrevocable notice of repayment of Indebtedness is issued in connection with such Specified Transaction; provided that, in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Specified Transac- tion prior to the earlier of (x) the date on which such Specified Transaction is consummated and (y) the date that the definitive agreement for such Specified Transaction is terminated, expires or passes, as appli- cable, without consummation of such Specified Transaction, any such ratio, test or basket shall be deter- mined or tested giving pro forma effect to such Specified Transaction. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Disquali- fied Stock or Preferred Stock (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 Fixed Charge Coverage Ratio, Consolidated Secured Debt Consol- idated First Lien Net Leverage Ratio or Consolidated Total Net Debt Leverage Ratio, such ratio(s) shall be calculated cal- culated with respect to such incurrence, issuance or other transaction without giving effect to amounts being be- ing utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt First Lien Net Leverage Ratio or Consolidated Total Net Debt Leverage Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred in- curred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt First Lien Net Leverage Ratio or Consolidated Total Net Debt Leverage Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Disquali- fied Stock or Preferred Stock (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 Fixed Charge Coverage Ratio, Consolidated Secured Debt Consol- idated First Lien Net Leverage Ratio or Consolidated Total Net Debt Leverage Ratio, such ratio(s) shall be calculated cal- culated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer)therewith. Any calculation or measure that is determined with reference to the Lead Issuer’s financial statements state- ments (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt First Lien Net Leverage Ratio, Consolidated Total Net Debt Leverage Ratio, Fixed Charge Coverage Cov- erage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) the Cumulative Credit may be determined with reference to the financial statements of any Parent Entity a direct or indirect parent entity of the Lead Issuer instead, so long as such Parent Entity parent entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Lead Issuer (as determined in good faith by the Lead Issuer).

Certain Compliance Calculations. Notwithstanding anything (a) If any baskets, thresholds or exceptions determined by reference to a fixed currency amount or a percentage of Total Assets (“fixed baskets”) are intended to be utilized together with any baskets, thresholds or exceptions determined by reference to the contrary hereinConsolidated Secured Debt Ratio, the Consolidated Total Debt Ratio, the Fixed Charge Coverage Ratio or any other financial ratio or metric (a “ratio-based basket”) in a single transaction or action or series of related transactions or actions (for the event an item purposes of Indebtednessthis paragraph, Disqualified Stock a “Relevant Transaction”): (x) amounts available to be incurred under the applicable ratio-based baskets shall be calculated without giving effect to amounts to be incurred under the applicable fixed baskets in connection with such Relevant Transaction and (y) full pro forma effect shall be given to all increases to Consolidated EBITDA and repayments or Preferred Stock discharges of Indebtedness in connection with such Relevant Transaction in accordance with this Indenture. (b) If Indebtedness originally incurred in reliance upon a percentage of Total Assets is being refinanced and such refinancing would cause the maximum amount of Indebtedness thereunder to be exceeded at such time, then such refinancing will nevertheless be permitted thereunder and such additional Indebtedness will be deemed to have been incurred under the applicable clause so long as the principal amount of such (c) If (x) a proposed action, matter, transaction or amount (or any a portion thereof) is incurred or issued, any Lien is incurred entered into pursuant to a fixed basket or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under grower component of any other basket and (other than y) at a later time would subsequently be permitted under a ratio basket based basket, unless otherwise elected by the Company, such action, matter, transaction or amount (or a portion thereof) shall automatically be reclassified to such ratio based basket. (d) If (x) any transaction is entered into between (A) Parent or any Restricted Subsidiary and (B) any other Person which is not a Restricted Subsidiary on the Fixed Charge Coverage Ratiodate of such transaction; (y) such transaction is permitted pursuant to a fixed basket or an incurrence-based basket; and (z) following such transaction, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on the same date. Each item of Indebtednesssuch other Person becomes a Restricted Subsidiary, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other such transaction undertaken will shall be deemed to have been incurredbe reallocated to any applicable basket allowing transactions of such type to be entered into on an unlimited basis between Parent and a Restricted Subsidiary or between Restricted Subsidiaries. (e) If a proposed action, issued matter, transaction or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock amount (or any a portion thereof) is incurred meets the criteria of more than one applicable basket, permission or issuedthreshold under this Indenture, any Lien is incurred the Company shall be entitled to divide or other transaction is undertaken in reliance on a ratio basket classify or later divide or reclassify (based on circumstances existing on the Fixed Charge Coverage Ratiodate of such reclassification) such action, Consolidated Secured Debt Ratio matter or Consolidated Net Debt Ratioamount (or a portion thereof) between such baskets, such ratio(spermissions or thresholds as it shall elect from time to time, provided that (x) Indebtedness under the ABL Credit Agreement and the Term Loan Credit Agreement outstanding on the Issue Date shall at all times be classified as incurred under Section 4.09(b)(1) and (y) Indebtedness under the ABL Credit Agreement and the Term Loan Credit Agreement outstanding on the Issue Date shall be calculated without regard to the incurrence of any Indebtedness deemed secured under any revolving facility or letter of credit facility clause (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer definition of “Permitted Liens” on the Issue Date and its Restricted Subsidiaries (as reasonably determined by the Issuer)may not be reclassified. Any calculation or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and ARTICLE 2 THE NOTES Section 4.07(a)(B)(1) hereof) may be determined with reference to the financial statements of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer).2.01

Certain Compliance Calculations. (a) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction (including any Restricted Payment or Investment) is undertaken in reliance on a any ratio basket based on the Fixed Charge Coverage Ratioexceptions, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratiothresholds and baskets, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket exceptions, thresholds or baskets (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratiobaskets) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock Indebtedness that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio ratio-based test. . (b) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction (including any Restricted Payment or Investment) is undertaken in reliance on a any ratio basket based on the Fixed Charge Coverage Ratioexceptions, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratiothresholds and baskets, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer Company and its Restricted Subsidiaries Subsidiaries. (as reasonably determined by the Issuer). c) Any calculation or measure that is determined with reference to the IssuerCompany’s financial statements (including, without limitation, including Consolidated EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, Consolidated Secured Leverage Ratio and Section 4.07(a)(B)(1) hereofConsolidated Total Leverage Ratio) may be determined with reference to the financial statements of any a Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests Capital Stock of the Issuer Company. (d) For purposes of making the computation referred to above, any Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, operational changes, business expansions and disposed or discontinued operations that have been made by the Company or any of its Restricted Subsidiaries, during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Consolidated Total Leverage Ratio Calculation Date or any other date of calculation shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, operational changes, business expansions and disposed or discontinued operations (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, operational change, business expansion, or disposed or discontinued operation that would have required adjustment pursuant to this Indenture, then the Consolidated Total Leverage Ratio and the Consolidated Secured Leverage Ratio shall be calculated giving pro forma effect thereto for such period as determined if such Investment, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred at the beginning of the reference period. (e) For purposes of this Indenture, whenever pro forma effect is to be given to a transaction (including the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or chief accounting officer of the IssuerCompany (and may include, for the avoidance of doubt, cost savings, operating expenses reductions and synergies resulting from such transactions which is being given pro forma effect). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Consolidated Total Leverage Ratio Calculation Date had been the applicable rate for the entire reference period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed with a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period except as set forth in the first paragraph of this Section 1.4. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Company may designate.

Certain Compliance Calculations. (a) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock this Indenture with respect to any amounts Incurred or Preferred Stock transactions (including any Limited Condition Transaction) entered into (or any portion thereofconsummated) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a provision of this Indenture under a restrictive covenant that does not require compliance with a financial ratio basket or ratio-based on test (any such amounts, the “Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio Amounts”) substantially concurrently with any amounts Incurred or Consolidated Net Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock transactions entered into (or any portion thereofconsummated) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a provision of this Indenture that requires compliance with any such financial ratio basket or ratio-based on the Fixed Charge Coverage Ratiotest, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). Any calculation or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, any Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage RatioRatio test, any Net Leverage Ratio test or any Secured Leverage Ratio test (any such amounts, the “Ratio Based Amounts”), it is understood and agreed that the Fixed Charges, Amounts (and Section 4.07(a)(B)(1any cash proceeds thereof) hereof) may shall be determined with reference disregarded in the calculation of the financial ratio or ratio-based test applicable to the financial statements Ratio Based Amounts in connection with such substantially concurrent Incurrence. (b) For purposes of determining compliance with any Parent Entity restrictive covenant or other provision under this Indenture, if a proposed action, matter, transaction or amount (or a portion thereof) meets the criteria of the Issuer insteadmore than one applicable basket, so long as such Parent Entity does not hold any material assets other thanexception, directly permission or indirectlythreshold under this Indenture, the Equity Interests Company shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of the Issuer such reclassification) such action, matter, transaction or amount (or a portion thereof) among such baskets, exceptions, permissions or thresholds as determined it shall elect from time to time in good faith by the Issuer).its sole discretion; provided that, for purposes of determining compliance with Section