Common use of Certain Compliance Calculations Clause in Contracts

Certain Compliance Calculations. Notwithstanding anything to the contrary in this Indenture, in the event any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 Total Debt Ratio) on the same date. Each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into and each other transaction undertaken will be deemed to have been incurred, assumed or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. Notwithstanding anything to the contrary herein, in the event any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated 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). 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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation, test or measure that is determined with reference to the Issuer’s financial statements (including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Fixed Charges) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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 made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric.

Certain Compliance Calculations. (a) Notwithstanding anything to the contrary in this Indentureherein, in the event an item of Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a any ratio basket based on the Fixed Charge Coverage Ratioexceptions, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratiothresholds and baskets, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 Total Debt Ratiobaskets) on the same date. Each item of Indebtedness that is incurred or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into 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 Ratio or Consolidated Total Debt Ratio ratio based test. . (b) 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 assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a any ratio basket based on the Fixed Charge Coverage Ratioexceptions, Consolidated Secured Debt Ratio or Consolidated Total 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). If a proposed action, matter, transaction or amount (or a portion thereofc) 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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation, test calculation or measure that is determined with reference to the IssuerCompany’s financial statements (including Consolidated EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt RatioFixed Charges, Fixed Charge Coverage Ratio, Consolidated Secured Leverage Ratio and Fixed ChargesConsolidated Total Leverage Ratio) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer Parent Entity instead, so long as such calculationParent Entity does not hold any material assets other than, test directly or measure would not differ indirectly, the Capital Stock of the 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 more than an immaterial amount when using the financial statements 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 Fixed Charge Coverage Ratio Calculation Date 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 direct period any Person that subsequently became a Restricted Subsidiary or indirect parent entity 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 changes, business expansions or disposed or discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred at the beginning of the Issuer as compared applicable reference period. (e) For purposes of this Section 1.5, whenever pro forma effect is to if such calculationbe given to a transaction (including the Transactions), test or measure were the pro forma calculations shall be made using the Issuer’s financial statements (as determined in good faith by a responsible financial or chief accounting officer of the IssuerCompany (and may include, for the avoidance of double, cost savings, operating expenses reductions and synergies resulting from such transactions which is being given pro forma effect). Any ratiosIf any Indebtedness bears a floating rate of interest and is being given pro forma effect, tests or baskets required to be satisfied in order for a specific action to be permitted under this Indenture the interest on such Indebtedness shall be calculated by dividing as if the appropriate component by rate in effect on the other component, carrying Fixed Charge Coverage Ratio Calculation Date had been the result applicable rate for the entire reference period (taking into account any Hedging Obligations applicable 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 numberIndebtedness). 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 Interest on the financial statements available at such time, such action a Finance 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 Finance 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 definition. 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 made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to based upon the rate actually chosen, or if none, then based upon such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metricoptional rate chosen as the Company may designate.

Certain Compliance Calculations. Notwithstanding anything to the contrary in this Indentureherein, 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 assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Net Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 Total Net Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into 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 Ratio or Consolidated Total 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 assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total 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). 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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation, test calculation or measure that is determined with reference to the Issuer’s financial statements (including including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Net Debt Ratio, Fixed Charge Coverage Ratio and Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) may be determined with reference to the financial statements of a direct or indirect parent entity any Parent Entity of the Issuer instead, so long as such calculationParent Entity does not hold any material assets other than, test directly or measure would not differ by more than an immaterial amount when using indirectly, the financial statements of such direct or indirect parent entity Equity Interests 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 made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric.

Certain Compliance Calculations. (a) Notwithstanding anything to the contrary in this Indentureherein, in the event an item of Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into 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 Total Debt Ratiothresholds and baskets, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 Total Debt Ratiobaskets) on the same date. Each item of Indebtedness that is incurred or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into 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 Ratio or Consolidated Total Debt Ratio ratio based test. Notwithstanding anything to the contrary herein, in the event any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s. (b) 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). 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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation, test calculation or measure that is determined with reference to the Issuer’s Holdings’ financial statements (including Consolidated EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt RatioFixed Charges, Fixed Charge Coverage Ratio, Consolidated First Lien Secured Leverage Ratio and Fixed ChargesConsolidated Total Leverage Ratio) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer Parent Entity instead, so long as such calculationParent Entity does not hold any material assets other than, test directly or measure indirectly, the Capital Stock of Holdings. (c) For purposes of making any of the computations referred to above, any Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, operational changes, business expansions and disposed or discontinued operations that have been made by Holdings or any of its Restricted Subsidiaries, during the reference period (as defined in the definition of “Fixed Charge Coverage Ratio”) or subsequent to the reference period and on or prior to or simultaneously with the Fixed Charge Coverage 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 Holdings 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 not differ by more than an immaterial amount when using have required adjustment pursuant to this Indenture, then the Fixed Charge Coverage Ratio, the Consolidated Total Leverage Ratio, the Consolidated First Lien Secured Leverage Ratio and any other ratio or calculation determined with reference to Holdings’ financial statements of shall be calculated giving pro forma effect thereto for such direct period as if such Investment, acquisition, disposition, merger, amalgamation, consolidation or indirect parent entity disposed operation had occurred at the beginning of the Issuer as compared applicable reference period. (d) For purposes of this Indenture, whenever pro forma effect is to if such calculationbe given to a transaction (including the Transactions), test or measure were the pro forma calculations shall be made using the Issuer’s financial statements (as determined in good faith by a responsible financial or chief accounting officer of Holdings (and may include, for the Issueravoidance of doubt, cost savings, operating expenses reductions and synergies resulting from such transactions which is being given pro forma effect). Any ratiosIf any Indebtedness bears a floating rate of interest and is being given pro forma effect, tests or baskets required to be satisfied in order for a specific action to be permitted under this Indenture the interest on such Indebtedness shall be calculated by dividing as if the appropriate component by rate in effect on the Fixed Charge Coverage Ratio Calculation Date or any other component, carrying date of calculation had been the result applicable rate for the entire reference period (taking into account any Hedging Obligations applicable 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 numberIndebtedness). 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 Interest on the financial statements available at such time, such action a Finance 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 Finance Lease Obligation in accordance with GAAP. For purposes of making any of the computations 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 Section 1.4(a). 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 made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to based upon the rate actually chosen, or if none, then based upon such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metricoptional rate chosen as Holdings may designate.

Certain Compliance Calculations. Notwithstanding anything to the contrary in this Indentureherein, 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 assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into 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 Ratio or Consolidated 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 assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated 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). 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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation, test or measure that is determined with reference to the Issuer’s financial statements (including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Fixed Charges) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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 made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metrictherewith.

Certain Compliance Calculations. Notwithstanding anything (a) If any baskets, thresholds or exceptions determined by reference to a fixed currency amount or a percentage of Consolidated EBITDA (“fixed baskets”) are intended to be utilized together with any baskets, thresholds or exceptions determined by reference to the contrary in this Indenture, in the event any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Consolidated Secured Leverage Ratio, the Consolidated Secured Debt Leverage Ratio, the Consolidated Fixed Charges Coverage Ratio or Consolidated Total Debt Ratioany other financial ratio or metric (a “ratio-based basket”) in a single transaction or action or series of related transactions or actions (for the purposes of this paragraph, such ratio(sa “Relevant Transaction”): (x) amounts available to be incurred under the applicable ratio-based baskets shall be calculated with respect to such incurrence, assumption or other transaction without giving effect to amounts being utilized 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 discharges of Debt in connection with such Relevant Transaction in accordance with this Indenture. (b) If Debt originally incurred in reliance upon a percentage of Consolidated EBITDA or any other basket (other than a financial ratio basket based on or metric is being Refinanced and such Refinancing would cause the Fixed Charge Coverage Ratiomaximum amount of Debt thereunder to be exceeded at such time, Consolidated Secured then such Refinancing will nevertheless be permitted thereunder and such additional Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into and each other transaction undertaken will be deemed to have been incurredincurred under the applicable clause so long as the principal amount of such additional Debt does not exceed the principal amount of Debt being Refinanced plus the aggregate amount of fees, assumed underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such Refinancing. (c) If (x) a proposed action, matter, transaction or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio amount (or Consolidated Total Debt Ratio test. Notwithstanding anything to the contrary herein, in the event any Lien a portion thereof) is incurred or assumedentered into pursuant to a fixed basket or the grower component of any other basket and (y) at a later time would subsequently be permitted under a ratio-based basket, unless otherwise elected by the Issuer, such action, matter, transaction or amount (or a portion thereof) shall automatically be reclassified to such ratio-based basket. (d) If (x) any Sale and Lease-Back Transaction transaction is entered into between (A) the Issuer or any Restricted Subsidiary and (B) any other Person which is not a Restricted Subsidiary on the date of such transaction; (y) such transaction is undertaken in reliance on permitted pursuant to a ratio fixed basket or an incurrence-based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratiobasket; and (z) following such transaction, such ratio(s) other Person becomes a Restricted Subsidiary, such transaction shall be calculated without regard deemed to the incurrence be reallocated to any applicable basket allowing transactions of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior such type to or in connection therewith or (2) used to finance working capital needs of be entered into on an unlimited basis between the Issuer and its a Restricted Subsidiaries Subsidiary or between Restricted Subsidiaries. (as reasonably determined by the Issuer). e) 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 date of such reclassification) such action, matter, transaction matter or amount (or a portion thereof) between such baskets, permission permissions or thresholds as it shall elect from time to time. Any calculation, test or measure provided that is determined with reference to Debt under the Issuer’s financial statements Credit Agreement outstanding on the Issue Date shall at all times be classified as incurred under clause (including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Fixed Chargesii) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements definition of such direct or 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 made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric“Permitted Debt.”

Certain Compliance Calculations. Notwithstanding anything to the contrary in this Indentureherein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction Restricted Payment is entered into 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 Pari Passu Debt Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt RatioRatio or other ratio-based test, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 Total Debt Ratio) on the same datesubstantially concurrently. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred, assumed or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into and each other transaction undertaken will be deemed to have been incurred, assumed assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Pari Passu Debt Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. For the avoidance of doubt, when testing the availability under a ratio basket for purposes of making a Restricted Payment, Indebtedness (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is committed, incurred, assumed or issued, any Lien is incurred committed, incurred, assumed or assumedissued, any Sale and Lease-Back Transaction Restricted Payment is entered into 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 Pari Passu Debt Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt RatioRatio or other ratio-based test, such ratio(s) shall be calculated without regard to the commitment or 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). 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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation, test or measure that is determined with reference to the Issuer’s financial statements (including including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Pari Passu Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Ratio, Fixed Charges, and clause (B)(1) of Section 4.07(a) hereof may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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 adjustments, modifications or restatements made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric. If any restriction, basket, threshold or permission is determined by reference to the greater of a fixed component and a grower component, the Issuer shall not be permitted to utilize the grower component until the first day of the second fiscal quarter of 2022.

Certain Compliance Calculations. (a) Notwithstanding anything to the contrary in this Indentureherein, in the event an item of Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a any ratio basket based on the Fixed Charge Coverage Ratioexceptions, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratiothresholds and baskets, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 Total Debt Ratiobaskets) on the same date. Each item of Indebtedness that is incurred or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into 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 Ratio or Consolidated Total Debt Ratio ratio based test. . (b) 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 assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a any ratio basket based on the Fixed Charge Coverage Ratioexceptions, Consolidated Secured Debt Ratio or Consolidated Total 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). If a proposed action, matter, transaction or amount (or a portion thereofc) 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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation, test calculation or measure that is determined with reference to the IssuerCompany’s financial statements (including Consolidated EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt RatioFixed Charges, Fixed Charge Coverage Ratio, Consolidated Secured Leverage Ratio and Fixed ChargesConsolidated Total Leverage Ratio) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer Parent Entity instead, so long as such calculationParent Entity does not hold any material assets other than, test directly or measure would not differ indirectly, the Capital Stock of the 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 more than an immaterial amount when using the financial statements 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 Fixed Charge Coverage Ratio Calculation Date 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 direct period any Person that subsequently became a Restricted Subsidiary or indirect parent entity 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 definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred at the beginning of the Issuer as compared applicable reference period. (e) For purposes of this Section 1.5, whenever pro forma effect is to if such calculationbe given to a transaction (including the Transactions), test or measure were the pro forma calculations shall be made using the Issuer’s financial statements (as determined 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 expense reductions and synergies resulting from such transactions which is being given pro forma effect). Any ratiosIf any Indebtedness bears a floating rate of interest and is being given pro forma effect, tests or baskets required to be satisfied in order for a specific action to be permitted under this Indenture the interest on such Indebtedness shall be calculated by dividing as if the appropriate component by rate in effect on the other component, carrying Fixed Charge Coverage Ratio Calculation Date had been the result applicable rate for the entire reference period (taking into account any Hedging Obligations applicable 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 numberIndebtedness). 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 Interest on the financial statements available at such time, such action a Finance 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 Finance 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 definition. 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 made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to based upon the rate actually chosen, or if none, then based upon such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metricoptional rate chosen as the Company may designate.

Certain Compliance Calculations. (a) Notwithstanding anything to the contrary in this Indenture, in the event an item of Indebtedness, Disqualified Stock or preferred stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Restricted Payment, Permitted Investment or Asset Sale and Lease-Back Transaction is entered into 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 Debt Leverage Ratio or Consolidated Total Debt RatioLeverage Ratio or other ratio-based test, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 substantially concurrently with or Consolidated Total Debt Ratio) on the same dateotherwise in connection with such transaction. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred, assumed or issued, each Lien incurred or assumed, each any Restricted Payment, Permitted Investment or Asset Sale and Lease-Back Transaction entered into is made or other transaction is undertaken (including a Limited Condition Transaction) and each other transaction undertaken will be deemed to have been incurred, assumed assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Leverage Ratio or Consolidated Total Debt Leverage Ratio test or other ratio-based test. Notwithstanding anything to For the contrary hereinavoidance of doubt, in when testing the event any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on availability under a ratio basket based for purposes of making a Restricted Payment, Permitted Investment or an Asset Sale, Indebtedness (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. (b) Except as provided in Section 4.07(c)(1) with respect to Indebtedness outstanding under the Senior Secured Credit Facilities incurred on the Fixed Charge Coverage RatioEscrow Release Date, Consolidated Secured Debt Ratio or Consolidated 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). If 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 Parent Guarantor shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation. (c) For purposes of calculating the Fixed Charge Coverage Ratio, test the Consolidated Secured Leverage Ratio or measure that is determined the Consolidated Total Leverage Ratio, as applicable, in connection with reference the incurrence of any Indebtedness pursuant to the Issuer’s financial statements Section 4.07(a) or (including EBITDAb) hereof or the creation or incurrence of any Lien pursuant to the definition of “Permitted Liens,” the Parent Guarantor may elect, Consolidated Interest Expenseat its option, Consolidated Net Incometo treat all or any portion of the committed amount of any Indebtedness (and the issuance and creation of letters of credit and bankers’ acceptances thereunder) which is to be incurred (or any commitment in respect thereof) or secured by such Lien, as the case may be, as being incurred as of such election date, and, if such Fixed Charge Coverage Ratio, Consolidated Secured Debt Leverage Ratio or Consolidated Total Leverage Ratio, Consolidated Total Debt Ratioas applicable, is satisfied with respect thereto on such election date, any subsequent borrowing or reborrowing thereunder (and the issuance and creation of letters of credit and bankers’ acceptances thereunder) will be deemed to be permitted under Section 4.07 hereof or the definition of “Permitted Liens,” as applicable, whether or not the Fixed Charge Coverage Ratio, the Consolidated Secured Leverage Ratio and Fixed Chargesor the Consolidated Total Leverage Ratio, as applicable, at the actual time of any subsequent borrowing or reborrowing (or issuance or creation of letters of credit or bankers’ acceptances thereunder) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or indirect parent entity of the Issuer as compared to if such calculation, test or measure were made using the Issuer’s financial statements is met. (as determined in good faith by the Issuer). d) Any ratios, tests or baskets Applicable Metric 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). . (e) If the Issuer Parent Guarantor 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 Parent Guarantor 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 adjustments, modifications or restatements made in good faith to such financial statements affecting Consolidated Net Income, Fixed Charges, Consolidated Interest Expense, Consolidated EBITDA, LTM Consolidated EBITDA or other Applicable Metric. (f) Notwithstanding anything to the contrary herein, financial ratios and metrics (including, without limitation, Consolidated EBITDA, LTM Consolidated EBITDA, Consolidated Net Income, Fixed Charges, Consolidated Secured Leverage Ratio, Consolidated Total Leverage Ratio, Fixed Charge Coverage Ratio and Consolidated Interest Expense), other than Section 4.09(a)(C)(i), contained in this Indenture that are calculated with respect to any period during which any Specified Transaction occurs shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis. Further, if since the beginning of any such period and on or prior to the date of any required calculation of any Applicable Metric (i) a Specified Transaction shall have occurred or (ii) any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Parent Guarantor or any of its Subsidiaries since the beginning of such period shall have consummated any Specified Transaction, then, in each case, any Applicable Metric shall be calculated on a Pro Forma Basis for such period as if such Specified Transaction had occurred at the beginning of the applicable financial metricperiod.

Certain Compliance Calculations. Notwithstanding anything to the contrary in this Indenture, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction Restricted Payment is entered into made or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, assumption assumption, 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 Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred, assumed or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into assumed and each other transaction undertaken will be deemed to have been incurred, assumed assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. For the avoidance of doubt, when testing the availability under a ratio basket for purposes of making a Restricted Payment, Indebtedness (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into assumed or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated 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)therewith. 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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation, test or measure that is determined with reference to the Issuer’s financial statements (including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Ratio, Fixed Charges, and clause (C)(1) of Section 4.07(a) hereof may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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 made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or any other applicable financial metric.

Certain Compliance Calculations. Notwithstanding anything to the contrary in this Indentureherein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction Restricted Payment is entered into made or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred, assumed or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into and each other transaction undertaken will be deemed to have been incurred, assumed assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. For the avoidance of doubt, when testing the availability under a ratio basket for purposes of making a Restricted Payment, Indebtedness (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into assumed or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated 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). 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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation, test or measure that is determined with reference to the Issuer’s financial statements (including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Fixed Charges) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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 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 in this Indentureherein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction Restricted Payment is entered into 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 Debt Ratio or Consolidated Total Debt RatioRatio or other ratio-based test, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 Total Debt Ratio) on the same datesubstantially concurrently. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred, assumed or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into and each other transaction undertaken will be deemed to have been incurred, assumed assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. Notwithstanding anything to For the contrary hereinavoidance of doubt, in when testing the event any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on availability under a ratio basket based on for purposes of making a Restricted Payment, Indebtedness (or any portion thereof) incurred, assumed or issued the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not 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)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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation, test or measure that is determined with reference to the Issuer’s financial statements (including including, without limitation, Consolidated EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Ratio, Fixed Charges, and Section 10.10(a)(IV)(3) hereof) in this Indenture may be determined with reference to the financial statements of a any other direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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 adjustments, modifications or restatements made in good faith to such financial statements affecting Consolidated Net Income, Consolidated EBITDA or other applicable financial metric.

Certain Compliance Calculations. Notwithstanding anything to the contrary in this Indenture, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction Restricted Payment is entered into 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 Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 Total Debt Ratio) on the same datesubstantially concurrently. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred, assumed or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into and each other transaction undertaken will be deemed to have been incurred, assumed assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. Notwithstanding anything to For the contrary hereinavoidance of doubt, in when testing the event any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on availability under a ratio basket based on for purposes of making a Restricted Payment, Indebtedness (or any portion thereof) incurred, assumed or issued the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not 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)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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation, test or measure that is determined with reference to the Issuer’s financial statements (including including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Ratio, Fixed Charges, and clause (C)(1) of Section 4.07(a) hereof may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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 the 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 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 (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 in this Indenture, in the event any Consolidated First Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Secured Debt Ratio, Consolidated Secured Debt Ratio or the Consolidated Total Debt Ratio, such ratio(sthe 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 purposes of this paragraph, a “Relevant Transaction”): (x) amounts available to be incurred under the applicable ratio-based baskets shall be calculated with respect to such incurrence, assumption or other transaction 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 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 utilized under any other basket (other than a ratio basket based on refinanced and such refinancing would cause the Fixed Charge Coverage Ratiomaximum amount of Indebtedness thereunder to be exceeded at such time, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each Lien incurred or assumed, each Sale then such refinancing will nevertheless be permitted thereunder and Lease-Back Transaction entered into and each other transaction undertaken such additional Indebtedness will be deemed to have been incurredincurred under the applicable clause so long as the principal amount of such additional Indebtedness does not exceed the principal amount of Indebtedness being refinanced plus the aggregate amount of fees, assumed underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing. (c) If (x) a proposed action, matter, transaction or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio amount (or Consolidated Total Debt Ratio test. Notwithstanding anything to the contrary herein, in the event any Lien a portion thereof) is incurred or assumedentered into pursuant to a fixed basket or the grower component of any other basket and (y) at a later time would subsequently be permitted under a ratio 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 Sale and Lease-Back Transaction transaction is entered into between (A) Parent or any Restricted Subsidiary and (B) any other Person which is not a Restricted Subsidiary on the date of such transaction; (y) such transaction is undertaken in reliance on permitted pursuant to a ratio fixed basket or an incurrence-based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratiobasket; and (z) following such transaction, such ratio(s) other Person becomes a Restricted Subsidiary, such transaction shall be calculated without regard deemed to the incurrence be reallocated to any applicable basket allowing transactions of any Indebtedness under any revolving facility such type to be entered into on an unlimited basis between Parent and a Restricted Subsidiary or letter of credit facility between Restricted Subsidiaries. (1e) 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). 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 Company shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter, transaction matter or amount (or a portion thereof) between such baskets, permission permissions or thresholds as it shall elect from time to time. Any calculation, test or measure provided that is determined with reference to the Issuer’s financial statements (including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Fixed Chargesx) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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 Indebtedness under the applicable provisions of this Indenture based ABL Credit Agreement and the Term Loan Credit Agreement outstanding on the financial statements available Issue Date shall at such time, such action 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 deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metricsecured under clause (1) of the definition of “Permitted Liens” on the Issue Date and may not be reclassified.

Certain Compliance Calculations. Notwithstanding anything (a) If any baskets, thresholds or exceptions determined by reference to a fixed currency amount or a percentage of Consolidated EBITDA (“fixed baskets”) are intended to be utilized together with any baskets, thresholds or exceptions determined by reference to the contrary in this Indenture, in the event any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Consolidated Secured Leverage Ratio, the Consolidated Secured Debt Leverage Ratio, the Consolidated Fixed Charges Coverage Ratio or Consolidated Total Debt Ratioany other financial ratio or metric (a “ratio-based basket”) in a single transaction or action or series of related transactions or actions (for the purposes of this paragraph, such ratio(sa “Relevant Transaction”): (x) amounts available to be incurred under the applicable ratio-based baskets shall be calculated with respect to such incurrence, assumption or other transaction 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 discharges of Debt in connection with such Relevant Transaction in accordance with this Indenture. (b) If Debt originally incurred in reliance upon a percentage of Consolidated EBITDA is being utilized under any other basket (other than a ratio basket based on Refinanced and such Refinancing would cause the Fixed Charge Coverage Ratiomaximum amount of Debt thereunder to be exceeded at such time, Consolidated Secured then such Refinancing will nevertheless be permitted thereunder and such additional Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into and each other transaction undertaken will be deemed to have been incurredincurred under the applicable clause so long as the principal amount of such additional Debt does not exceed the principal amount of Debt being Refinanced plus the aggregate amount of fees, assumed underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such Refinancing. (c) If (x) a proposed action, matter, transaction or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio amount (or Consolidated Total Debt Ratio test. Notwithstanding anything to the contrary herein, in the event any Lien a portion thereof) is incurred or assumedentered into pursuant to a fixed basket or the grower component of any other basket and (y) at a later time would subsequently be permitted under a ratio-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 Sale and Lease-Back Transaction transaction is entered into between (A) the Company or any Restricted Subsidiary and (B) any other Person which is not a Restricted Subsidiary on the date of such transaction; (y) such transaction is undertaken in reliance on permitted pursuant to a ratio fixed basket or an incurrence-based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratiobasket; and (z) following such transaction, such ratio(s) other Person becomes a Restricted Subsidiary, such transaction shall be calculated without regard deemed to be reallocated to any applicable basket allowing transactions of such type to be entered into on an unlimited basis between the incurrence of any Indebtedness under any revolving facility Company and a Restricted Subsidiary or letter of credit facility between Restricted Subsidiaries. (1e) 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). 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 Company shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter, transaction matter or amount (or a portion thereof) between such baskets, permission permissions or thresholds as it shall elect from time to time. Any calculation, test or measure provided that is determined with reference to Debt under the Issuer’s financial statements Credit Agreement outstanding on the Issue Date shall at all times be classified as incurred under clause (including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Fixed Chargesii) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements definition of such direct or 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 made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric“Permitted Debt.”

Certain Compliance Calculations. Notwithstanding anything to (a) Unless otherwise specified herein, the contrary baskets set forth in this IndentureIndenture shall be tested solely at the time of consummation of the relevant transaction or action utilizing any of such baskets and, in for the event avoidance of doubt, if any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on of such baskets are exceeded as a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio result of fluctuations to Total Assets or Consolidated Total Debt RatioEBITDA after the last time such baskets were calculated for any purpose, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 Total Debt Ratio) on the same date. Each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into and each other transaction undertaken baskets will not be deemed to have been incurred, assumed or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio testexceeded as a result of such fluctuations. Notwithstanding anything to the contrary herein, in the event any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated without regard to For purposes of determining whether the incurrence of any Indebtedness under or Lien or the making of any revolving facility Investment, Restricted Payment or letter prepayment or other satisfaction of credit facility (1) immediately prior to any Subordinated Obligation complies with any basket that is based upon the greater of a specified U.S. dollar amount and a percentage of Total Assets or in connection therewith Consolidated EBITDA, Total Assets and/or Consolidated EBITDA shall be calculated on a Pro Forma Basis. U.S. dollars shall be the currency of calculation for all financial ratios. For purposes of determining whether the incurrence of any Indebtedness or (2) used to finance working capital needs Lien complies with a ratio test that is based upon the Consolidated Coverage Ratio, First Lien Net Debt Leverage Ratio or Secured Net Debt Leverage Ratio, the proceeds of the Issuer Indebtedness being incurred will be excluded from the calculation of Consolidated Coverage Ratio, First Lien Net Debt Leverage Ratio or Secured Net Debt Leverage Ratio, as applicable. (b) Unless otherwise specified, all calculations hereunder shall be calculated based on the Company and its Restricted Subsidiaries (as reasonably determined by Subsidiaries, and neither the Issuer). If a proposed action, matter, transaction Trustee nor the Notes Collateral Agent shall have any liability or amount (responsibility for performing or a portion thereof) meets the criteria of more than one applicable basket, permission verifying any calculations hereunder 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 date of for any information required in connection with such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation, test or measure that is determined with reference to the Issuer’s financial statements (including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Fixed Charges) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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 made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metriccalculations.

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 in this Indenture, in the event any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Ratio, the Consolidated Total Debt Ratio, such ratio(sthe 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 purposes of this paragraph, a “Relevant Transaction”): (x) amounts available to be incurred under the applicable ratio-based baskets shall be calculated with respect to such incurrence, assumption or other transaction 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 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 utilized under any other basket (other than a ratio basket based on refinanced and such refinancing would cause the Fixed Charge Coverage Ratiomaximum amount of Indebtedness thereunder to be exceeded at such time, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each Lien incurred or assumed, each Sale then such refinancing will nevertheless be permitted thereunder and Lease-Back Transaction entered into and each other transaction undertaken such additional Indebtedness will be deemed to have been incurredincurred under the applicable clause so long as the principal amount of such additional Indebtedness does not exceed the principal amount of Indebtedness being refinanced plus the aggregate amount of fees, assumed underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing. (c) If (x) a proposed action, matter, transaction or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio amount (or Consolidated Total Debt Ratio test. Notwithstanding anything to the contrary herein, in the event any Lien a portion thereof) is incurred or assumedentered into pursuant to a fixed basket or the grower component of any other basket and (y) at a later time would subsequently be permitted under a ratio 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 Sale and Lease-Back Transaction transaction is entered into between (A) Parent or any Restricted Subsidiary and (B) any other Person which is not a Restricted Subsidiary on the date of such transaction; (y) such transaction is undertaken in reliance on permitted pursuant to a ratio fixed basket or an incurrence-based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratiobasket; and (z) following such transaction, such ratio(s) other Person becomes a Restricted Subsidiary, such transaction shall be calculated without regard deemed to the incurrence be reallocated to any applicable basket allowing transactions of any Indebtedness under any revolving facility such type to be entered into on an unlimited basis between Parent and a Restricted Subsidiary or letter of credit facility between Restricted Subsidiaries. (1e) 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). 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 Company shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter, transaction matter or amount (or a portion thereof) between such baskets, permission permissions or thresholds as it shall elect from time to time. Any calculation, test or measure provided that is determined with reference to the Issuer’s financial statements (including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Fixed Chargesx) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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 Indebtedness under the applicable provisions of this Indenture based ABL Credit Agreement and the Term Loan Credit Agreement outstanding on the financial statements available Issue Date shall at such time, such action 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 deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metricsecured under clause (1) of the definition of “Permitted Liens” on the Issue Date and may not be reclassified.

Certain Compliance Calculations. Notwithstanding anything to the contrary in this Indentureherein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction Restricted Payment is entered into 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 Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 Total Debt Ratio) on the same datesubstantially concurrently. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred, assumed or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into and each other transaction undertaken will be deemed to have been incurred, assumed assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. For the avoidance of doubt, when testing the availability under a ratio basket for purposes of making a Restricted Payment, Indebtedness (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction Restricted Payment is entered into 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 Debt Ratio or Consolidated 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). 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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation, test or measure that is determined with reference to the Issuer’s financial statements (including including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Ratio, Fixed Charges, and clause (B)(1) of Section 4.07(a) hereof) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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 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 (a) If any baskets, thresholds or exceptions in a particular covenant determined by reference to a fixed currency amount or a percentage of Annual Adjusted Operating Income (“fixed baskets”) are intended to be utilized together with any baskets, thresholds or exceptions determined by reference to the contrary in this IndentureConsolidated Senior Secured Leverage Ratio, in the event any Lien is incurred or assumedConsolidated Total Secured Leverage Ratio, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Cash Flow Ratio, the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratioany other financial ratio or metric (a “ratio-based basket”) in a single transaction or action or series of related transactions or actions under the same covenant (for the purposes of this paragraph, such ratio(sa “Relevant Transaction”): (x) amounts available to be incurred under the applicable ratio-based baskets shall be calculated with respect to such incurrence, assumption or other transaction 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 Annual Adjusted Operating Income and repayments or discharges of Indebtedness in connection with such Relevant Transaction in accordance with this Indenture. Neither the Trustee nor the Collateral Agent shall have any obligation or responsibility to make any calculations hereunder. (b) If Indebtedness originally incurred in reliance upon a percentage of any financial ratio is being utilized under any other basket (other than a ratio basket based on refinanced and such refinancing would cause the Fixed Charge Coverage Ratiomaximum amount of Indebtedness thereunder to be exceeded at such time, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each Lien incurred or assumed, each Sale then such refinancing will nevertheless be permitted thereunder and Lease-Back Transaction entered into and each other transaction undertaken such additional Indebtedness will be deemed to have been incurredincurred under the applicable clause so long as the principal amount of such additional Indebtedness does not exceed the principal amount of Indebtedness being refinanced plus the Additional Refinancing Amount. (c) If (x) a proposed action, assumed matter, transaction or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio amount (or Consolidated Total Debt Ratio test. Notwithstanding anything to the contrary herein, in the event any Lien a portion thereof) is incurred or assumedentered into pursuant to a fixed basket or the grower component of any other basket and (y) at a later time would 4869-1723-0772 v.7 subsequently be permitted under a ratio 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 Sale and Lease-Back Transaction transaction is entered into between (A) the Company or any Restricted Subsidiary and (B) any other Person which is not a Restricted Subsidiary on the date of such transaction; (y) such transaction is undertaken in reliance on permitted pursuant to a ratio fixed basket or an incurrence-based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratiobasket; and (z) following such transaction, such ratio(s) other Person becomes a Restricted Subsidiary, such transaction shall be calculated without regard deemed to be reallocated to any applicable basket allowing transactions of such type to be entered into on an unlimited basis between the incurrence of any Indebtedness under any revolving facility Company and a Restricted Subsidiary or letter of credit facility between Restricted Subsidiaries. (1e) 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). 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 Company shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter, transaction matter or amount (or a portion thereof) between such baskets, permission permissions or thresholds as it shall elect from time to time. Any calculation, test or measure ; provided that is determined with reference to the Issuer’s financial statements (including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Fixed Charges) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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 Indebtedness under the applicable provisions of this Indenture based Credit Agreement outstanding on the financial statements available Issue Date shall at such time, such action all times be classified as incurred under Section 4.09(b)(1) and (y) Indebtedness under the Credit Agreement outstanding on the Issue Date shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metricsecured under clause (5) of the definition of “Permitted Liens” on the Issue Date and may not be reclassified.

Certain Compliance Calculations. Notwithstanding anything to the contrary in this Indentureherein, in the event an item of Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a any ratio basket based on the Fixed Charge Coverage Ratioexceptions, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratiothresholds and baskets, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 Total Debt Ratiobaskets) on the same date. Each item of Indebtedness that is incurred or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into 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 Ratio or Consolidated Total Debt Ratio ratio-based test. . (a) 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 assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a any ratio basket based on the Fixed Charge Coverage Ratioexceptions, Consolidated Secured Debt Ratio or Consolidated Total 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 therewith. (2b) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). 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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation, test calculation or measure that is determined with reference to the IssuerCompany’s financial statements (including Consolidated EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated First Lien Secured Debt Ratio, Leverage Ratio and Consolidated Total Debt Leverage Ratio, Fixed Charge Coverage Ratio and Fixed Charges) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer Parent Entity instead, so long as such calculationParent Entity does not hold any material assets other than, test directly or measure would not differ indirectly, the Capital Stock of the Company. (c) For purposes of making any computation referred to above, any Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, operational changes, business expansions and disposed or discontinued operations, designations of any Restricted Subsidiary as an Unrestricted Subsidiary and Designations of any Unrestricted Subsidiary as a Restricted Subsidiary, in each case that have been made by more than an immaterial amount when using the financial statements 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 applicable Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, operational changes, business expansions, disposed or discontinued operations and designations (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the reference period. If since the beginning of such direct period any Person that subsequently became a Restricted Subsidiary or indirect parent entity 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 definition, then the applicable ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred at the beginning of the Issuer as compared reference period. (d) For purposes of this Section 1.4, whenever pro forma effect is to if such calculationbe given to a transaction (including the Merger), test or measure were the pro forma calculations shall be made using the Issuer’s financial statements (as determined 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). Any ratiosIf any Indebtedness bears a floating rate of interest and is being given pro forma effect, tests or baskets required to be satisfied in order for a specific action to be permitted under this Indenture the interest on such Indebtedness shall be calculated by dividing as if the appropriate component by rate in effect on the other component, carrying Ratio Calculation Date had been the result applicable rate for the entire reference period (taking into account any Hedging Obligations applicable 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 numberIndebtedness). 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 Interest on the financial statements available at such time, such action 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 definition of “Consolidated First Lien Secured Leverage Ratio”. 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 made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to based upon the rate actually chosen, or if none, then based upon such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metricoptional rate chosen as the Company may designate.

Certain Compliance Calculations. Notwithstanding anything to the contrary in this Indentureherein, 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 assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into 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 Ratio or Consolidated 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 assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated 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). 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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation, test calculation or measure that is determined with reference to the Issuer’s financial statements (including including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Ratio, Fixed Charges, and clause (B)(i) of Section 4.07(a) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or indirect parent entity does not hold any material assets other than, directly or indirectly, the Equity Interests 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 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 in this Indentureherein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction Restricted Payment is entered into 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 Pari Passu Debt Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt RatioRatio or other ratio-based test, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 Total Debt Ratio) on the same datesubstantially concurrently. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred, assumed or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into and each other transaction undertaken will be deemed to have been incurred, assumed assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Pari Passu Debt Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. For the avoidance of doubt, when testing the availability under a ratio basket for purposes of making a Restricted Payment, Indebtedness (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is committed, incurred, assumed or issued, any Lien is incurred committed, incurred, assumed or assumedissued, any Sale and Lease-Back Transaction Restricted Payment is entered into 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 Pari Passu Debt Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt RatioRatio or other ratio-based test, such ratio(s) shall be calculated without regard to the commitment or 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). 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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation, test or measure that is determined with reference to the Issuer’s financial statements (including including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Pari Passu Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Ratio, Fixed Charges, and clause (B)(1) of Section 4.07(a) hereof) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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 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 in this Indenture, in the event an item of Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred or assumedincurred, any Sale and Lease-Back Transaction Restricted Payment is entered into made or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Senior Leverage Ratio, Consolidated the Secured Debt Leverage Ratio or Debt to Consolidated Total Debt EBITDA Ratio, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 Total Debt Ratio) on within the same datecovenant substantially concurrently. Each item of Indebtedness that is incurred or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into 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 Senior Leverage Ratio, Consolidated Secured Debt Leverage Ratio or Debt to Consolidated Total Debt EBITDA Ratio test. 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 assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Senior Leverage Ratio, Consolidated Secured Debt Leverage Ratio or Debt to Consolidated Total 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). If a proposed action, matter, transaction or 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 Issuer Company shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the 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. Any calculation, test or measure that is determined with reference to the Issuer’s financial statements (including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Fixed Charges) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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 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 Issuer Company 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 adjustments, modifications or restatements made in good faith to such financial statements affecting Consolidated Net Income, Consolidated EBITDA or other applicable financial metric.

Certain Compliance Calculations. Notwithstanding anything (a) If any baskets, thresholds or exceptions determined by reference to a fixed currency amount or a percentage of Consolidated EBITDA (“fixed baskets”) are intended to be utilized together with any baskets, thresholds or exceptions determined by reference to the contrary in this IndentureSecured Leverage Ratio, in the event any Lien is incurred or assumedTotal Net Leverage Ratio, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Consolidated Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratioany other financial ratio or metric (a “ratio-based basket”) in a single transaction or action or series of related transactions or actions (for the purposes of this paragraph, such ratio(sa “Relevant Transaction”): (x) amounts available to be incurred under the applicable ratio-based baskets shall be calculated with respect to such incurrence, assumption or other transaction 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 discharges of Indebtedness in connection with such Relevant Transaction in accordance with the indenture. (b) If Indebtedness originally incurred in reliance upon a percentage of Consolidated EBITDA is being utilized under any other basket (other than a ratio basket based on refinanced and such refinancing would cause the Fixed Charge Coverage Ratiomaximum amount of Indebtedness thereunder to be exceeded at such time, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each Lien incurred or assumed, each Sale then such refinancing will nevertheless be permitted thereunder and Lease-Back Transaction entered into and each other transaction undertaken such additional Indebtedness will be deemed to have been incurredincurred under the applicable clause so long as the principal amount of such additional Indebtedness does not exceed the principal amount of Indebtedness being refinanced plus the aggregate amount of fees, assumed underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing. (c) If (x) a proposed action, matter, transaction or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio amount (or Consolidated Total Debt Ratio test. Notwithstanding anything to the contrary herein, in the event any Lien a portion thereof) is incurred or assumedentered into pursuant to a fixed basket or the grower component of any other basket and (y) at a later time would subsequently be permitted under a ratio-based basket, unless otherwise elected by the Issuer, such action, matter, transaction or amount (or a portion thereof) shall automatically be reclassified to such ratio-based basket. (d) If (x) any Sale and Lease-Back Transaction transaction is entered into between (A) the Issuer or any Restricted Subsidiary and (B) any other Person which is not the Issuer or a Restricted Subsidiary on the date of such transaction; (y) such transaction is undertaken in reliance on permitted pursuant to a ratio fixed basket or an incurrence-based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratiobasket; and (z) following such transaction, such ratio(s) other Person becomes a Restricted Subsidiary, such transaction shall be calculated without regard deemed to the incurrence be reallocated to any applicable basket allowing transactions of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior such type to or in connection therewith or (2) used to finance working capital needs of be entered into on an unlimited basis between the Issuer and its a Restricted Subsidiaries Subsidiary or between Restricted Subsidiaries. (as reasonably determined by the Issuer). e) 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 Indenturethe indenture, the Issuer shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter, transaction matter or amount (or a portion thereof) between such baskets, permission permissions or thresholds as it shall elect from time to time. Any calculation, test or measure provided that is determined with reference to the Issuer’s financial statements (including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Fixed Charges) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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 Indebtedness under the applicable provisions of this Indenture based Credit Facilities outstanding on the financial statements available Issue Date shall at such time, such action shall all times be deemed to have been made classified as incurred under clause (1) of “Permitted Debt” in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric.Section 4.10 hereof. ARTICLE Two THE NOTES

Certain Compliance Calculations. Notwithstanding anything to the contrary in this Indentureherein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction Restricted Payment is entered into 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 First Lien Debt Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt RatioRatio or other ratio-based test, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 Total Debt Ratio) on the same datesubstantially concurrently. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred, assumed or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into and each other transaction undertaken will be deemed to have been incurred, assumed assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. For the avoidance of doubt, when testing the availability under a ratio basket for purposes of making a Restricted Payment, Indebtedness (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is committed, incurred, assumed or issued, any Lien is incurred committed, incurred, assumed or assumedissued, any Sale and Lease-Back Transaction Restricted Payment is entered into made or any other transaction is undertaken (including a Limited Condition Transaction) in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt RatioRatio or other ratio-based test, such ratio(s) shall be calculated without regard to the commitment or 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 Parent Guarantor and its Restricted Subsidiaries (as reasonably determined by the Parent Guarantor or the Issuer). 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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission permissions or thresholds as it shall elect from time to time. Any calculation, test or measure that is determined with reference to the IssuerParent Guarantor’s financial statements (including including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Ratio, Fixed Charges, and clause (B)(1) of ‎Section 4.07(a) hereof) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer Parent Guarantor instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or indirect parent entity of the Issuer Parent Guarantor as compared to if such calculation, test or measure were made using the IssuerParent Guarantor’s financial statements (as determined in good faith by the Parent Guarantor or 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 Parent Guarantor 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 Parent Guarantor 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 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 in this Indentureherein, in the event any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into assumed or other transaction is undertaken (including a Limited Condition Transaction) in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Pari Passu Debt Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt RatioRatio or other ratio-based test, such ratio(s) shall be calculated with respect to such incurrence, assumption incurrence 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 Total Debt Ratio) on the same datesubstantially concurrently. Each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into and each other transaction undertaken will be deemed to have been incurred, assumed or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Pari Passu Debt Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. Notwithstanding anything to the contrary herein, in the event any Lien is incurred committed, incurred, assumed or assumed, any Sale and Lease-Back Transaction is entered into issued or other transaction is undertaken (including a Limited Condition Transaction) in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Pari Passu Debt Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt RatioRatio or other ratio-based test, such ratio(s) shall be calculated without regard to the commitment or 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). 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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation, test or measure that is determined with reference to the Issuer’s financial statements (including including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Pari Passu Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Fixed Charges) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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 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 in this Indentureherein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction Restricted Payment is entered into made or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred, assumed or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into and each other transaction undertaken will be deemed to have been incurred, assumed assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. For the avoidance of doubt, when testing the availability under a ratio basket for purposes of making a Restricted Payment, Indebtedness (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into assumed or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated 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). 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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation, test or measure that is determined with reference to the Issuer’s financial statements (including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Ratio, Fixed Charges, and clause (B)(1) of Section 4.07(a) hereof) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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 made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric.

Certain Compliance Calculations. (a) Notwithstanding anything to the contrary in this Indentureherein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction Restricted Payment is entered into made or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Net Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, assumption assumption, 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 Total Net Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred, assumed or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into assumed and each other transaction undertaken will be deemed to have been incurred, assumed assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Net Debt Ratio test. For the avoidance of doubt, when testing the availability under a ratio basket for purposes of making a Restricted Payment, Indebtedness (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. (b) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into assumed or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total 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). . (c) 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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. . (d) Any calculation, test or measure that is determined with reference to the Issuer’s financial statements (including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Net Debt Ratio, Fixed Charge Coverage Ratio and Ratio, Fixed Charges, and Section 4.07(a)(iv)(C)(1) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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). . (e) 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). . (f) 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 made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric.

Certain Compliance Calculations. (a) Notwithstanding anything to the contrary in this Indentureherein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction Restricted Payment is entered into made or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Net Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, assumption assumption, 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 Total Net Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred, assumed or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into assumed and each other transaction undertaken will be deemed to have been incurred, assumed assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Net Debt Ratio test. For the avoidance of doubt, when testing the availability under a ratio basket for purposes of making a Restricted Payment, Indebtedness (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. (b) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into assumed or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total 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). . (c) 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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. . (d) Any calculation, test or measure that is determined with reference to the Issuer’s financial statements (including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Net Debt Ratio, Fixed Charge Coverage Ratio and Ratio, Fixed Charges, and Section 4.07(a)(iv)(C)(1)) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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). . (e) 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). . (f) 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 made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric.

Certain Compliance Calculations. Notwithstanding anything (a) If any baskets, thresholds or exceptions in a particular covenant determined by reference to a fixed currency amount or a percentage of Annual Adjusted Operating Income (“fixed baskets”) are intended to be utilized together with any baskets, thresholds or exceptions determined by reference to the contrary in this IndentureConsolidated Senior Secured Leverage Ratio, in the event any Lien is incurred or assumedConsolidated Total Secured Leverage Ratio, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Cash Flow Ratio, the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratioany other financial ratio or metric (a “ratio-based basket”) in a single transaction or action or series of related transactions or actions under the same covenant (for the purposes of this paragraph, such ratio(sa “Relevant Transaction”): (x) amounts available to be incurred under the applicable ratio-based baskets shall be calculated with respect to such incurrence, assumption or other transaction 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 Annual Adjusted Operating Income and repayments or discharges of Indebtedness in connection with such Relevant Transaction in accordance with this Indenture. Neither the Trustee nor the Collateral Agent shall have any obligation or responsibility to make any calculations hereunder. (b) If Indebtedness originally incurred in reliance upon a percentage of any financial ratio is being utilized under any other basket (other than a ratio basket based on refinanced and such refinancing would cause the Fixed Charge Coverage Ratiomaximum amount of Indebtedness thereunder to be exceeded at such time, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each Lien incurred or assumed, each Sale then such refinancing will nevertheless be permitted thereunder and Lease-Back Transaction entered into and each other transaction undertaken such additional Indebtedness will be deemed to have been incurredincurred under the applicable clause so long as the principal amount of such additional Indebtedness does not exceed the principal amount of Indebtedness being refinanced plus the Additional Refinancing Amount. (c) If (x) a proposed action, assumed matter, transaction or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio amount (or Consolidated Total Debt Ratio test. Notwithstanding anything to the contrary herein, in the event any Lien a portion thereof) is incurred or assumedentered into pursuant to a fixed basket or the grower component of any other basket and (y) at a later time would subsequently be permitted under a ratio 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 Sale and Lease-Back Transaction transaction is entered into between (A) the Company or any Restricted Subsidiary and (B) any other Person which is not a Restricted Subsidiary on the date of such transaction; (y) such transaction is undertaken in reliance on permitted pursuant to a ratio fixed basket or an incurrence-based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratiobasket; and (z) following such transaction, such ratio(s) other Person becomes a Restricted Subsidiary, such transaction shall be calculated without regard deemed to be reallocated to any applicable basket allowing transactions of such type to be entered into on an unlimited basis between the incurrence of any Indebtedness under any revolving facility Company and a Restricted Subsidiary or letter of credit facility between Restricted Subsidiaries. (1e) 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). 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 Company shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter, transaction matter or amount (or a portion thereof) between such baskets, permission permissions or thresholds as it shall elect from time to time. Any calculation, test or measure ; provided that is determined with reference to the Issuer’s financial statements (including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Fixed Charges) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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 Indebtedness under the applicable provisions of this Indenture based Credit Agreement outstanding on the financial statements available Issue Date shall at such time, such action all times be classified as incurred under Section 4.09(b)(1) and (y) Indebtedness under the Credit Agreement outstanding on the Issue Date shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metricsecured under clause (5) of the definition of “Permitted Liens” on the Issue Date and may not be reclassified.

Certain Compliance Calculations. (a) Notwithstanding anything to the contrary in this Indenture, in the event an item of Indebtedness, Disqualified Stock or preferred stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Restricted Payment, Permitted Investment or Asset Sale and Lease-Back Transaction is entered into 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 Debt Leverage Ratio or Consolidated Total Debt RatioLeverage Ratio or other ratio-based test, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 substantially concurrently with or Consolidated Total Debt Ratio) on the same dateotherwise in connection with such transaction. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred, assumed or issued, each Lien incurred or assumed, each any Restricted Payment, Permitted Investment or Asset Sale and Lease-Back Transaction entered into is made or other transaction is undertaken (including a Limited Condition Transaction) and each other transaction undertaken will be deemed to have been incurred, assumed assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Leverage Ratio or Consolidated Total Debt Leverage Ratio test or other ratio-based test. Notwithstanding anything to For the contrary hereinavoidance of doubt, in when testing the event any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on availability under a ratio basket based for purposes of making a Restricted Payment, Permitted Investment or an Asset Sale, Indebtedness (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. (b) Except as provided in Section 4.07(c)(1) with respect to Indebtedness outstanding under the Senior Secured Credit Facilities incurred on the Fixed Charge Coverage RatioEscrow Release Date, Consolidated Secured Debt Ratio or Consolidated 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). If 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 Parent Guarantor shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation. (c) For purposes of calculating the Fixed Charge Coverage Ratio, test the Consolidated Secured Leverage Ratio or measure that is determined the Consolidated Total Leverage Ratio, as applicable, in connection with reference the incurrence of any Indebtedness pursuant to the Issuer’s financial statements Section 4.07(a) or (including EBITDAb) hereof or the creation or incurrence of any Lien pursuant to the definition of “Permitted Liens,” the Parent Guarantor may elect, Consolidated Interest Expenseat its option, Consolidated Net Incometo treat all or any portion of the committed amount of any Indebtedness (and the issuance and creation of letters of credit and bankers’ acceptances thereunder) which is to be incurred (or any commitment in respect thereof) or secured by such Lien, as the case may be, as being incurred as of such election date, and, if such Fixed Charge Coverage Ratio, Consolidated Secured Debt Leverage Ratio or Consolidated Total Leverage Ratio, Consolidated Total Debt Ratioas applicable, is satisfied with respect thereto on such election date, any subsequent borrowing or reborrowing thereunder (and the issuance and creation of letters of credit and bankers’ acceptances thereunder) will be deemed to be permitted under Section 4.07 hereof or the definition of “Permitted Liens,” as applicable, whether or not the Fixed Charge Coverage Ratio, the Consolidated Secured Leverage Ratio and Fixed Chargesor the Consolidated Total Leverage Ratio, as applicable, at the actual time of any subsequent borrowing or reborrowing (or issuance or creation of letters of credit or bankers’ acceptances thereunder) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or indirect parent entity of the Issuer as compared to if such calculation, test or measure were made using the Issuer’s financial statements is met. (as determined in good faith by the Issuer). d) Any ratios, tests or baskets Applicable Metric 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). . (e) If the Issuer Parent Guarantor 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 Parent Guarantor 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 adjustments, modifications or restatements made in good faith to such financial statements affecting Consolidated Net Income, Fixed Charges, Consolidated Interest Expense, Consolidated EBITDA, LTM Consolidated EBITDA or other Applicable Metric. (f) Notwithstanding anything to the contrary herein, financial ratios and metrics (including, without limitation, Consolidated EBITDA, LTM Consolidated EBITDA, Consolidated Net Income, Fixed Charges, Consolidated Secured Leverage Ratio, Consolidated Total Leverage Ratio, Fixed Charge Coverage Ratio and Consolidated Interest Expense), other than Section 4.09(C)(i), contained in this Indenture that are calculated with respect to any period during which any Specified Transaction occurs shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis. Further, if since the beginning of any such period and on or prior to the date of any required calculation of any Applicable Metric (i) a Specified Transaction shall have occurred or (ii) any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Parent Guarantor or any of its Subsidiaries since the beginning of such period shall have consummated any Specified Transaction, then, in each case, any Applicable Metric shall be calculated on a Pro Forma Basis for such period as if such Specified Transaction had occurred at the beginning of the applicable financial metricperiod.

Certain Compliance Calculations. Notwithstanding anything to the contrary in this Indentureherein, 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 assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Consolidated Total Debt Ratio, Consolidated Senior Secured Debt Ratio or Consolidated Total First Lien Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, assumption issuance or other transaction without giving effect to amounts being utilized under any other basket or portion of a basket (other than a ratio basket based on the Fixed Charge Coverage Consolidated Total Debt Ratio, Consolidated Senior Secured Debt Ratio or Consolidated Total First Lien Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into 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 Consolidated Total Debt Ratio, Consolidated Senior Secured Debt Ratio or Consolidated Total First Lien 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 assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Consolidated Total Debt Ratio, Consolidated Senior Secured Debt Ratio or Consolidated Total First Lien 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). 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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation, test or measure that is determined with reference to the Issuer’s financial statements (including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Fixed Charges) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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 made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metrictherewith.

Certain Compliance Calculations. Notwithstanding anything (a) If any baskets, thresholds or exceptions determined by reference to a fixed currency amount or a percentage of LTM EBITDA (“fixed baskets”) are intended to be utilized together with any baskets, thresholds or exceptions determined by reference to the contrary in this Indenture, in the event any Consolidated First Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Debt Ratio, Consolidated Secured Debt Ratio or Ratio, the Consolidated Total Debt Ratio, such ratio(sthe 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 purposes of this paragraph, a “Relevant Transaction”): (x) amounts available to be incurred under the applicable ratio-based baskets shall be calculated with respect to such incurrence, assumption or other transaction without giving effect to amounts to be incurred under the applicable fixed baskets in connection with such Relevant Transaction, or amounts previously incurred under such fixed basket and not reclassified that are being utilized under any other basket repaid in connection with such Relevant Transaction, unless otherwise elected by Parent; (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratioy) on the same date. Each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into and each other transaction undertaken will be deemed to have been incurred, assumed or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. Notwithstanding anything to the contrary herein, in the event any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) full pro forma effect shall be calculated without regard given to the all increases to LTM EBITDA and repayments or discharges of Indebtedness in connection with such Relevant Transaction in accordance with this Indenture; and (z) pro forma effect shall not be given to any incurrence or drawing 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 Parent or any of its Restricted Subsidiaries in connection with the Relevant Transaction (as reasonably determined by Parent). (b) If any amount is incurred or utilized under any ratio-based basket, such amount shall be permitted notwithstanding any subsequent decline in the Issuer). Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio, the Consolidated Total Debt Ratio, the Fixed Charge Coverage Ratio or any other financial ratio or metric. (c) If (x) any restriction, basket, threshold or permission is determined by reference to the greater of a fixed amount (the “fixed component”) and a percentage of LTM EBITDA (the “grower component”) and (y) the grower component of the applicable restriction, basket, threshold or permission exceeds the applicable fixed component at any time, the fixed component shall be deemed to be increased to the highest amount of the grower component reached from time to time and shall not subsequently be reduced as a result of any decrease in the grower component. (d) If (x) a proposed action, matter, transaction or amount (or a portion thereof) is incurred or entered into pursuant to a fixed basket or the grower component of any other basket and (y) at a later time would subsequently be permitted under a ratio-based basket, unless otherwise elected by Parent, such action, matter, transaction or amount (or a portion thereof) shall automatically be reclassified to such ratio-based basket. (e) 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 date of such transaction; (y) such transaction is permitted pursuant to a fixed basket or an incurrence-based basket; and (z) following such transaction, such other Person becomes a #94579868v11 Restricted Subsidiary, such transaction shall be deemed to be 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. (f) 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 Parent shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter, transaction matter or amount (or a portion thereof) between such baskets, permission permissions or thresholds as it shall elect from time to time. . (g) For purposes of determining compliance with any restriction, basket, threshold or permission under this Indenture: (x) any reference to an amount in a given currency shall be deemed to include reference to its Currency Equivalent in other currencies; (y) no amount incurred or utilized under any restriction, basket, threshold or permission will be deemed to be increased as a result of (A) any change in applicable currency exchange rates after the date on which the Currency Equivalent of such incurrence or utilization was calculated under this Indenture for the purpose of permitting such incurrence or utilization; or (B) any election made from time to time under the definition of “GAAP” after the date on which such incurrence or utilization was calculated under this Indenture for the purpose of permitting such incurrence or utilization; and (z) for the avoidance of doubt, any restriction, basket, threshold or permission which would (but for sub-clause (y) of this clause (g)) be exceeded as a result of (i) any change in applicable currency exchange rates; or (ii) any election made from time to time under the definition of “GAAP,” shall be deemed not to have been exceeded and it shall be deemed that no Default, Event of Default or breach of any representation and warranty or undertaking under this Indenture has arisen in connection therewith. (h) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is committed, incurred, assumed or issued, any Lien is committed, incurred, assumed or issued, any Restricted Payment is made any other transaction is undertaken (including a Limited Condition Transaction), in reliance on a ratio-based basket based on the Fixed Charge Coverage Ratio, the Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio or the Consolidated Total Debt Ratio, such ratio(s) shall be calculated without regard to the commitment or incurrence of any Indebtedness under any revolving facility or letter of credit facility (including under the revolving portion of the Senior Facilities or ancillary facility) (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of Parent and Restricted Subsidiaries (as reasonably determined by Parent). (i) If (x) any Indebtedness, Disqualified Stock, Preferred Stock or financing liability (a “Refinancing Amount”) is or is to be issued or incurred to refinance or replace any existing or previous Indebtedness, Disqualified Stock, Preferred Stock or financing liability; and (y) such refinancing or replacement would otherwise cause any applicable restriction, basket, threshold or permission to be exceeded, such restriction, basket, threshold or permission shall be deemed not to have been exceeded so long as the #94579868v11 principal amount of such Refinancing Amount does not exceed the principal amount of the existing or previous Indebtedness, Disqualified Stock, Preferred Stock or financing liability being refinanced or replaced (plus all accrued, paid-in-kind, capitalized or accreted interest, prepayment premia, break costs and other fees, costs, expenses and amounts accrued thereon or incurred in connection with such refinancing or replacement). (j) Any calculation, test or measure that is determined with reference to the IssuerParent’s financial statements (including including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Fixed Charges) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer Parent instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or indirect parent entity of the Issuer as compared to if such calculation, test or measure were made using the IssuerParent’s financial statements statements. (as determined in good faith by the Issuer). k) 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). . (l) If the Issuer Parent 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 Parent 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 adjustments, modifications or restatements made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric. (m) In respect of any basket set by reference to a financial year, a fiscal year, a calendar year, a four fiscal-quarter period, a four-quarter period, a twelve-month period or any other similar annual period (each an “Annual Period”): (i) at the option of the Parent, the maximum amount so permitted under such basket (which, for the avoidance of doubt, shall be the greater of the numerical permission and the relevant grower permission at the relevant time) during such Annual Period may be increased by: (A) an amount equal to 100% of the difference (if positive) between the permitted amount in the immediately preceding Annual Period and the amount thereof actually used or applied by the Group during such preceding Annual Period (the “Carry Forward Amount”); and/or #94579868v11 (B) an amount equal to 100% of the permitted amount in the immediately following Annual Period and the permitted amount in such immediately following Annual Period (the “Subsequent Annual Period”) shall be reduced by such corresponding amount (the “Carry Back Amount”), provided that, for the avoidance of doubt, if the permitted amount of any numerical permission or grower permission in such Subsequent Annual Period is greater than the amount included in the relevant Carry Back Amount, such greater amount may be used or applied by the Group in the Subsequent Annual Period (and for the avoidance of doubt, such amount shall remain available as a Carry Forward Amount pursuant to Section 1.07(m)(i)(A)); and (ii) to the extent that the maximum amount so permitted under such numerical permission or grower permission during such Annual Period is increased in accordance with Section 1.07(m)(i), any usage of such basket during such Annual Period shall be deemed to be applied in the following order: (A) first, against the Carry Forward Amount; (B) secondly, against the maximum amount so permitted during such Annual Period prior to any increase in accordance with Section 1.07(m)(i); and (C) thirdly, against the Carry Back Amount.

Certain Compliance Calculations. Notwithstanding anything to the contrary in this Indentureherein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction Restricted Payment is entered into made or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, assumption 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 Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred, assumed or issued, each Lien incurred or assumed, each Sale and Lease-Back Transaction entered into and each other transaction undertaken will be deemed to have been incurred, assumed assumed, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test. For the avoidance of doubt, when testing the availability under a ratio basket for purposes of making a Restricted Payment, Indebtedness (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Sale and Lease-Back Transaction is entered into assumed or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated 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). 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 date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time. Any calculation, test or measure that is determined with reference to the Issuer’s financial statements (including EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Ratio, Fixed Charges, and clause (C)(1) of Section 4.07(a) hereof) may be determined with reference to the financial statements of a direct or indirect parent entity of the Issuer instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or 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 made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric.