Common use of Compliance with Certain Sections Clause in Contracts

Compliance with Certain Sections. (a) In the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness meets the criteria of one or more than one of the categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 or any clause or subsection of Section 10.1, 10.2, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to one or more of such clauses or subsections within the relevant sections as determined by the Borrower in its sole discretion at such time, subject to any specific provision herein addressing classification and reclassification. (b) Notwithstanding anything in this Agreement or any Credit Document to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, the Interest Coverage Ratio, the First Lien Leverage Ratio, the Total Leverage Ratio and the Total Secured Leverage Ratio (any such amounts, the “Fixed Amounts”)) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence, (ii) except as provided in clause (i), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount), Investment and/or Restricted Payment incurred in reliance on any Fixed Amount will automatically be reclassified as having been incurred in reliance on any applicable Incurrence-Based Amount if the Borrower satisfies the relevant ratio or test applicable to such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassification.

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

Compliance with Certain Sections. (a) In For purposes of determining compliance with Section 10, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness meets the criteria of one one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 or any clause or subsection of Section 10.110, 10.2, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such clauses at the time of such transaction or subsections within the relevant sections any later time from time to time, in each case, as determined by the Borrower in its sole discretion at such time, subject to time and thereafter may be reclassified by the Borrower in any specific provision herein addressing classification and reclassificationmanner not expressly prohibited by this Agreement. (b) Notwithstanding anything in this Agreement or any Credit Document to the contrary herein, with With respect to any amounts incurred or transactions entered into (or consummated) in reliance on upon a provision of this Agreement that does not require compliance with a financial ratio or leverage test (including, without limitation, the Interest Coverage Ratio, the First Lien Leverage Ratio, the Total Leverage Ratio and the Total Secured Leverage Ratio (any such amounts, the “Fixed Amounts”)) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such a financial ratio or leverage test (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) any the Fixed Amount Amounts shall be disregarded in the calculation of the financial ratio or leverage test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrenceAmounts. In addition, (ii) except as provided in clause (i), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated LienLiens, subject to the applicable priority priorities required pursuant to the relevant applicable Incurrence-Based AmountAmounts), Investment and/or Investments, prepayments of debt and Restricted Payment Payments incurred in reliance on any Fixed Amount will automatically Amounts may be reclassified at any time, as having been the Borrower may elect from time to time, as incurred in reliance on under any applicable Incurrence-Based Amount Amounts if the Borrower satisfies subsequently meets the relevant applicable ratio or leverage test applicable to for such Incurrence-Based Amount at any time Amounts on a Pro Forma Basis for (or would have met such ratio or leverage test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by the most recent Test Period after the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassificationBorrower).

Compliance with Certain Sections. (a) In For purposes of determining compliance with the covenants set forth in Section 9.10 and Section 10, in the event that any Lien, Investment, Indebtedness (whether at the time Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of incurrence or upon application of all or a portion of the proceeds thereof), dispositionassets, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment or redemption of Indebtedness (or, in each case of any of the foregoing, any portion thereof) meets the criteria of one one, or more than one one, of the applicable Baskets of the applicable covenant (including within any sub-clauses, sub-categories of transactions or sub-items under this Agreement) then permitted pursuant to any clause Section 9.10 or subsection of Section 9.9 or any clause or subsection of Section 10.110, 10.2as applicable, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such clauses Baskets of such covenant (including within any sub-clauses, sub-categories or subsections within sub-items under this Agreement) at the relevant sections time of such transaction or incurrence thereof or at any later time from time to time, in each case, as determined by the Borrower in its sole discretion at such time, subject and the Borrower may, in its sole discretion, classify and reclassify and, from time to time, later divide, classify or reclassify, such Lien, Investment, Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of assets, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment or redemption of Indebtedness (or, in each case of any specific provision herein addressing classification and reclassificationof the foregoing, any portion thereof) among such applicable Baskets of such covenant (including any sub-clauses, sub-categories or sub-items under this Agreement), as applicable, in any manner not expressly prohibited by this Agreement (and, for the avoidance of doubt, will only be required to include such transaction or incurrence in such of the applicable Baskets of such covenant (including any sub-clauses, sub-categories or sub-items under this Agreement) as determined by Borrower at such time). For the avoidance of doubt, without limitation, any amount re-allocated by the Borrower among the General Investment Basket, the General Restricted Payments Basket, the General Subordinated Payments Basket and/or the General Debt Basket may be subsequently re-allocated by the Borrower among such applicable Baskets in accordance therewith. (b) Notwithstanding anything in this Agreement or any Credit Document to the contrary hereincontrary, unless the Borrower elects otherwise in its sole discretion, (I) with respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision Basket (any such Basket, a “Fixed Basket”) of this Agreement (including Revolving Loans and, to the extent established or incurred under the Non-Ratio Based Incremental Basket, New Loan Commitments, Incremental Loans and Permitted Other Indebtedness) that does not require compliance with a Financial Incurrence Test (any such amounts, including for the avoidance of doubt, any grower component based on Consolidated EBITDA or Consolidated Total Assets, the “Fixed Amounts”) or, without limiting any requirement set forth hereunder with respect to the netting of cash proceeds of any Indebtedness in determining compliance with the applicable Financial Incurrence Test, any transaction utilizing any Unrestricted Cash and Cash Equivalents, in each case under this clause (x), substantially concurrently with (or as part of a single transaction or a series of related transactions with) (y) any amounts incurred or transactions entered into (or consummated) in reliance on a Basket (any such Basket, a “Non-Fixed Basket”) of this Agreement (including Indebtedness incurred or established under the Incremental Ratio Basket) that requires compliance with a financial ratio or test (including, without limitation, including the Interest Coverage Ratio, the First Lien Total Net Leverage Ratio, the Total Secured Net Leverage Ratio and the Total Secured First Lien Net Leverage Ratio Ratio) (any such amountsfinancial ratio or test, the a “Fixed AmountsFinancial Incurrence Test”), it is understood and agreed that (I) all Fixed Amounts (or any other amounts incurred under a Fixed Basket) or any utilization of any such Unrestricted Cash and Cash Equivalents shall be disregarded in the calculation of any Financial Incurrence Test applicable to any Non-Fixed Basket that is utilized substantially concurrent with the utilization of such Fixed Basket (or part of a single transaction or series of related transactions), (II) any Indebtedness incurred to fund original issue discount, upfront fees, accrued interest, premium and transaction expenses concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “IncurrenceNon-Based Amounts”), it is understood and agreed that (i) any Fixed Amount Basket shall be disregarded in the calculation of the financial ratio or test each Financial Incurrence Test applicable to the relevant Incurrenceany Non-Based Amount in connection with such substantially concurrent incurrence, Fixed Basket and (ii) except as provided in clause (i), pro forma effect will be given to the entire transaction and/or incurrence, (iiiIII) any commitments established will be deemed fully drawn and funded and Revolving Loans (ivor borrowings under any other revolving credit facility of the Borrower or its Restricted Subsidiaries) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of disregarded in the proceeds calculation of any substantially concurrently Financial Incurrence Test; provided that notwithstanding anything else provided herein, any amounts incurred Indebtednessor transactions entered into (or consummated) in reliance on a Basket of this Agreement that is expressly limited by a fixed-dollar limitation (including any grower component based on a percentage of Consolidated EBITDA or Consolidated Total Assets) and that includes, as a condition to incurring (or consummating) applicable amounts or transactions, in reliance on such Basket limited by a fixed-dollar limitation, a requirement of compliance with a Financial Incurrence Test shall constitute a “Fixed Amount” hereunder. (c) Any Indebtedness (and associated If any Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount)Investment, Investment and/or Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of assets, Restricted Payment incurred Payment, Affiliate transaction, Contractual Requirement, prepayment or redemption of Indebtedness or other transaction or action is incurred, issued or consummated in reliance on a Basket measured by reference to a percentage of Consolidated EBITDA or Consolidated Total Assets, and any Fixed Amount such Lien, Investment, Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of assets, Restricted Payment, Affiliate transaction, Contractual Requirement, prepayment or redemption of Indebtedness or other transaction or action would subsequently exceed the applicable percentage of Consolidated EBITDA or Consolidated Total Assets, as applicable, under such Basket if calculated based on the Consolidated EBITDA or Consolidated Total Assets, as applicable, on a later date (including the date of any refinancing), such percentage of Consolidated EBITDA or Consolidated Total Assets, as applicable, will automatically be reclassified as having been incurred deemed not to be exceeded; provided that, in the case of refinancing any Indebtedness, Disqualified Stock or preferred Capital Stock (and any related Lien) in reliance on this clause (c), the principal amount of such refinancing Indebtedness, Disqualified Stock or preferred Capital Stock does not exceed the aggregate outstanding principal amount, accreted value or liquidation preference of the refinanced Indebtedness, Disqualified Stock or preferred Capital Stock, plus the amount of any unused commitments thereunder, plus accrued interest, fees, expenses, defeasance costs and premium (including call and tender premiums), if any, under the refinanced Indebtedness, Disqualified Stock or preferred Capital Stock, plus underwriting discounts, fees, commissions and expenses (including original issue discount, upfront fees and similar items) in connection with the refinancing of such Indebtedness, Disqualified Stock or preferred Capital Stock and the incurrence or issuance of such refinancing Indebtedness, Disqualified Stock or preferred Capital Stock. (d) With respect to any Fixed Basket in this Agreement that is determined by reference to a percentage of Consolidated EBITDA as of the most recently ended Test Period as of such time of determination (including on a “greater of” basis), the Consolidated EBITDA shall be deemed to be the greater of (x) Consolidated EBITDA as of the applicable Incurrence-Based Amount if most recently ended Test Period as of such time of determination as set forth in such Fixed Basket and (y) the greatest Consolidated EBITDA of the Borrower satisfies the relevant ratio or test applicable for any trailing four fiscal quarter period ending prior to such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after as to which Section 9.1 Financials have been delivered to the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassificationAdministrative Agent.

Compliance with Certain Sections. For purposes of determining compliance with any of Section 6.19 or Sections 7.01 through 7.13 (a) In other than Section 7.11), in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition, Restricted PaymentDisposition, Affiliate transaction, Contractual RequirementObligation, Restricted Payment or prepayment of Indebtedness Junior Financing meets the criteria of one one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 any such section of Article VI or any clause or subsection of Section 10.1Article VII, 10.2as applicable, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such clauses of such Section at the time of such transaction or subsections within the relevant sections any later time from time to time, in each case, as determined by the Lead Borrower in its sole discretion at such time, subject to time and thereafter may be reclassified within such section by the Lead Borrower in any specific provision herein addressing classification and reclassification. (b) Notwithstanding anything in manner not expressly prohibited by this Agreement or any Credit Document to the contrary herein, with Agreement. With respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including the Interest Coverage Ratio, the First Lien Consolidated Total Net Leverage Ratio, the Total Consolidated Secured Net Leverage Ratio and and/or the Total Consolidated Senior Secured Net Leverage Ratio Ratio) (any such amounts, the “Fixed Amounts”)) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such a financial ratio or test (including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) any the Fixed Amount Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrenceAmounts. In addition, (ii) except as provided in clause (i), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated LienLiens, subject to the applicable priority priorities required pursuant to the relevant applicable Incurrence-Based AmountAmounts), Investment and/or Investments, prepayments of debt and Restricted Payment incurred in reliance on any Fixed Amount will automatically Amounts may be reclassified at any time, as having been the Lead Borrower may elect from time to time, as incurred in reliance on under any applicable Incurrence-Based Amount Amounts if the Lead Borrower satisfies subsequently meets the relevant applicable ratio or test applicable to for such Incurrence-Based Amount at any time Amounts on a Pro Forma Basis for pro forma basis (or would have met such ratio or test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by the most recent Test Period after the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassificationLead Borrower).

Compliance with Certain Sections. (a) In For purposes of determining compliance with Section 6, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition, Asset Sale, Restricted Junior Payment, Affiliate transaction, Contractual RequirementObligation, or prepayment of Indebtedness meets the criteria of one one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 or any clause or subsection of Section 10.16, 10.2, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such clauses at the time of such transaction or subsections within the relevant sections any later time from time to time, in each case, as determined by the Borrower in its sole discretion at such time, subject to time and thereafter may be reclassified by the Borrower in any specific provision herein addressing classification and reclassification. (b) Notwithstanding anything in manner not expressly prohibited by this Agreement or any Credit Document to the contrary herein, with Agreement. With respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does do not require compliance with a financial ratio or test (including, without limitation, including the Interest Coverage Ratio, the First Lien Total Net Leverage Ratio, the Total Secured Net Leverage Ratio and and/or the Total Secured First Lien Net Leverage Ratio (any such amounts, the “Fixed Amounts”)Ratio) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such a financial ratio or test (any such amountsincluding the Interest Coverage Ratio, the “Incurrence-Based Amounts”Total Net Leverage Ratio, the Secured Net Leverage Ratio and/or the First Lien Net Leverage Ratio), it is understood and agreed that the amounts in clause (ix) any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence, (ii) except as provided amounts in clause (iy), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount), Investment and/or Restricted Payment incurred in reliance on any Fixed Amount will automatically be reclassified as having been incurred in reliance on any applicable Incurrence-Based Amount if the Borrower satisfies the relevant ratio or test applicable to such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassification.

Compliance with Certain Sections. For purposes of determining compliance with any of Section 5.12 and Sections 6.01 through 6.11 (a) In other than Section 6.10), in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition, Restricted PaymentDisposition, Affiliate transaction, Contractual Requirementcontractual obligation, or prepayment of Indebtedness meets the criteria of one one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 or any clause or subsection such section of Section 10.1Article VI, 10.2, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such clauses of such Section at the time of such transaction or subsections within the relevant sections any later time from time to time, in each case, as determined by the Borrower in its sole discretion at such time, subject time and thereafter may be reclassified from time to time within such section by the Borrower in any specific provision herein addressing classification and reclassification. (b) Notwithstanding anything in manner not expressly prohibited by this Agreement or any Credit Document to the contrary herein, with Agreement. With respect to (x) any amounts incurred (or commitments obtained) or transactions entered into (or consummatedconsummated or obtained) in reliance on a provision of this Agreement (including the Revolving Facility) that does not require compliance with a financial ratio or test (includingincluding the Liquidity, without limitationConsolidated Total Assets, the Interest Coverage RatioConsolidated Total Revenue, the Consolidated Total Debt, Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio and the Total Secured Leverage Ratio (any such amountsRatio, the “Fixed Amounts”)Free Cash Flow and/or Consolidated EBITDA) substantially concurrently with or (y) any amounts incurred (or commitments obtained) or transactions entered into (or consummatedconsummated or obtained) in reliance on a provision of this Agreement that requires compliance with any such a financial ratio or test (any such amountsincluding the Liquidity, the “Incurrence-Based Amounts”Consolidated Total Assets, Consolidated Total Revenue, Consolidated Total Debt, Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio, Free Cash Flow and/or Consolidated EBITDA), it is understood and agreed that (ia) any Fixed Amount the amounts and/or transactions in clause (x) shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount amounts in clause (y) (for purposes of determining compliance with a financial ratio or test (including the Liquidity, Consolidated Total Assets, Consolidated Total Revenue, Consolidated Total Debt, Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio, Free Cash Flow and/or Consolidated EBITDA) and (b) such amounts incurred (or commitments obtained) or transactions entered into (or consummated or obtained) pursuant to clause (y) shall only be tested once (at the time of such establishment, incurrence or transaction) and shall not be subject to satisfaction of any additional incurrence test, including in connection with subsequent incurrences under any such substantially concurrent incurrence, (ii) except as provided in clause (iestablished revolving credit facility or delayed draw term loan facility), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount), Investment and/or Restricted Payment incurred in reliance on any Fixed Amount will automatically be reclassified as having been incurred in reliance on any applicable Incurrence-Based Amount if the Borrower satisfies the relevant ratio or test applicable to such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassification.

Compliance with Certain Sections. (a) In For purposes of determining compliance with Section 10.2, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), dispositiondisposition or contractual requirement, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness meets the criteria of one one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 or any clause or subsection of Section 10.110.2 related thereto, 10.2, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such clauses at the time of such transaction or subsections within the relevant sections any later time from time to time, in each case, as determined by the Administrative Borrower in its sole discretion at such timetime and thereafter may be reclassified by the Administrative Borrower in any manner not expressly prohibited by this Agreement; provided that (w) all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance on Section 10.2.1(b)(i)(A), (x) all Indebtedness outstanding arising under the 2024 Senior Secured Notes or the 2025 Senior Secured Notes, as applicable, and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 10.2.1(b)(i)(B), (y) all Indebtedness under Hedge Agreements will at all times be deemed to be outstanding in reliance on Section 10.2.1(b)(viii) and (z) no such classification or reclassification shall obviate the requirement for any Indebtedness secured by any of the Collateral to be subject to any specific provision herein addressing classification and reclassification. (b) Notwithstanding anything in this the Intercreditor Agreement or any Credit Document to the contrary herein, with extent otherwise required by this Agreement. With respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including the Interest Consolidated Fixed Charge Coverage Ratio, the First Lien Total Leverage Ratio, the Total Net Leverage Ratio and the Total Secured Leverage Ratio (any such amountsRatio, the “Fixed Amounts”)Consolidated Total Assets and/or the Secured Net Leverage Ratio) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such a financial ratio or test (any such amountsincluding the Consolidated Fixed Charge Coverage Ratio, the “Incurrence-Based Amounts”Total Leverage Ratio, the Total Net Leverage Ratio, the Consolidated Total Assets and/or the Secured Net Leverage Ratio), it is understood and agreed that the amounts in clause (ix) any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence, (ii) except as provided amounts in clause (iy), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount), Investment and/or Restricted Payment incurred in reliance on any Fixed Amount will automatically be reclassified as having been incurred in reliance on any applicable Incurrence-Based Amount if the Borrower satisfies the relevant ratio or test applicable to such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassification.

Compliance with Certain Sections. (a) In the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness meets the criteria of one or more than one of the categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 or any clause or subsection of Section Sections 10.1, 10.2, 10.3, 10.410.4 or 10.5 then, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to one or more of such clauses or subsections within the relevant sections as determined by the Borrower in its sole discretion at such time. For purposes of determining compliance at any time with Sections 10.1, subject 10.2, 10.3, 10.4 or 10.5, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness or portion thereof, as applicable, at any time meets the criteria of more than one of the categories of transactions or items permitted pursuant to any specific provision herein addressing classification clause of such Section (each of the foregoing, a “Reclassifiable Item”), the Borrower, in its sole discretion, may, from time to time, divide, classify or reclassify such Reclassifiable Item (or portion thereof) under one or more clauses of each such Section and reclassification. will only be required to include such Reclassifiable Item (or portion thereof) in any one category so long as such Reclassifiable Items would be permitted under such other exception at the time of such redesignation; provided, that upon delivery of any financial statements pursuant to Section 9.1(a) or (b) Notwithstanding anything in this Agreement following the initial incurrence or making of any Credit Document to the contrary hereinsuch Reclassifiable Item, with respect to any amounts if such Reclassifiable Item could, based on such financial statements, have been incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, the Interest Coverage Ratio, the First Lien Leverage Ratio, the Total Leverage Ratio and the Total Secured Leverage Ratio (any such amounts, the “Fixed Amounts”)) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence, (ii) except as provided in clause (i), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount), Investment and/or Restricted Payment incurred made in reliance on any Fixed Amount will “ratio-based” basket, such Reclassifiable Item shall automatically be reclassified as having been incurred or made under the applicable provisions of such “ratio-based” basket, as applicable (in reliance on any applicable Incurrence-Based Amount if the Borrower satisfies the relevant ratio or test applicable to such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after the incurrence of the relevant Fixed Amounteach case, subject to any specific other applicable provision herein addressing classification such “ratio-based” basket, as applicable). It is understood and reclassificationagreed that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness or portion thereof, as applicable need not be permitted solely by reference to one category of permitted any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness or portion thereof, as applicable under Sections 10.1, 10.2, 10.3, 10.4 or 10.5, respectively, but may instead be permitted in part under any combination thereof or under any other available exception. Anything to the contrary notwithstanding, Indebtedness under Credit Documents and any Refinancing Indebtedness thereof (or successive Refinancing Indebtedness thereof) shall at all times be deemed to have been incurred under Section 10.1(a) and shall not be reclassified.

Compliance with Certain Sections. (a) In Except as expressly set forth herein, in the event that any Lien, Investment, Indebtedness Debt (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition, ) or Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness Payment meets the criteria of one or more than one of the categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 Sections 7.01, 7.02 or any clause or subsection of Section 10.1, 10.2, 10.3, 10.4, 10.5 or 10.67.06, then such transaction (or portion thereof) at any time shall be allocated or reallocated to one or more of such clauses or subsections within the relevant sections as determined by the Borrower in its sole discretion at such time, subject to any specific provision herein addressing classification and reclassification. (b) Notwithstanding anything in this Agreement or any Credit Loan Document to the contrary hereincontrary, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, the Interest Consolidated Fixed Charge Coverage Ratio, the First Lien Leverage Ratio, the Total Consolidated Leverage Ratio and the Total Consolidated Secured Leverage Ratio (any such amounts, including any amount drawn under any revolving credit facility, the “Fixed Amounts”)) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence-Based Amounts”)) under the same covenant, it is understood and agreed that (i) any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence, incurrence under the same covenant and (ii) except as provided in clause (i), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount), Investment and/or Restricted Payment incurred in reliance on any Fixed Amount will automatically be reclassified as having been incurred in reliance on any applicable Incurrence-Based Amount if the Borrower satisfies the relevant ratio or test applicable to such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassification.

Compliance with Certain Sections. (a) In For purposes of determining compliance with Section 9.2, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), dispositionInvestment, Restricted PaymentDividend, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness Junior Debt, fundamental change, disposition or contractual requirement, meets the criteria of one one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 or any clause or subsection of Section 10.19.2 related thereto, 10.2, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such clauses at the time of such transaction or subsections within the relevant sections any later time from time to time, in each case, as determined by the Administrative Borrower in its sole discretion at such timetime and thereafter may be reclassified by the Administrative Borrower in any manner not expressly prohibited by this Agreement; provided, that (w) all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(A), (w) all Indebtedness outstanding under the 2025 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(B), (x) all Indebtedness outstanding under the 2028 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(C), (y) all Indebtedness under Hedge Agreements will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(viii) and (z) no such classification or reclassification shall obviate the requirement for any Indebtedness secured by any of the Collateral to be subject to any specific provision herein addressing classification and reclassification. (b) Notwithstanding anything in this the Intercreditor Agreement or any Credit Document to the contrary herein, with extent otherwise required by this Agreement. With respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does do not require compliance with a financial ratio or test (including, without limitation, including the Interest Coverage Ratio, the First Lien Leverage Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio and the Ratio, Consolidated EBITDA and/or Consolidated Total Secured Leverage Ratio (any such amounts, the “Fixed Amounts”)Assets) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such a financial ratio or test (any such amountsincluding the Interest Coverage Ratio, the “Incurrence-Based Amounts”Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, Consolidated EBITDA and/or the Consolidated Total Assets), it is understood and agreed that the amounts in clause (ix) any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence, (ii) except as provided amounts in clause (iy), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount), Investment and/or Restricted Payment incurred in reliance on any Fixed Amount will automatically be reclassified as having been incurred in reliance on any applicable Incurrence-Based Amount if the Borrower satisfies the relevant ratio or test applicable to such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassification.

Compliance with Certain Sections. (a) In For purposes of determining compliance with Section 10, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness meets the criteria of one one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 or any clause or subsection of Section 10.110, 10.2, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such clauses at the time of such transaction or subsections within the relevant sections any later time from time to time, in each case, as determined by the Borrower in its sole discretion at such time, subject to time and thereafter may be reclassified by the Borrower in any specific provision herein addressing classification and reclassificationmanner not expressly prohibited by this Agreement. (b) Notwithstanding anything in this Agreement or any Credit Document to the contrary herein, with With respect to any amounts incurred or transactions entered into (or consummated) in reliance on upon a provision of this Agreement that does not require compliance with a financial ratio or leverage test (including, without limitation, the Interest Coverage Ratio, the First Lien Leverage Ratio, the Total Leverage Ratio and the Total Secured Leverage Ratio (any such amounts, the “Fixed Amounts”)) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such a financial ratio or leverage test (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) any the Fixed Amount Amounts shall be disregarded in the calculation of the financial ratio or leverage test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrenceAmounts. In addition, any Indebtedness (ii) except as provided in clause (i)and associated Liens, pro forma effect will be given subject to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any applicable priorities required pursuant to the applicable Incurrence-Based Amount Amounts), Investments, prepayments of debt and Restricted Payments incurred in reliance on Fixed Amounts may be reclassified at any time, as the Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if the Borrower subsequently meets the applicable ratio or leverage test for such Incurrence-Based Amounts on a Pro Forma Basis (or would have met such ratio or leverage test, in which case, such reclassification shall be calculated without giving effect deemed to cash netting of have automatically occurred if not elected by the proceeds of any substantially concurrently incurred IndebtednessBorrower). (c) Any Indebtedness (and associated If any Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount)Investment, Investment and/or Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of assets, Restricted Payment incurred Payment, Affiliate transaction, prepayment or redemption of Indebtedness or other transaction or action is incurred, issued or consummated in reliance on a provision measured by reference to a percentage of Consolidated EBITDA or Consolidated Total Assets, and any Fixed Amount such Lien, Investment, Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of assets, Restricted Payment, Affiliate transaction, prepayment or redemption of Indebtedness or other transaction or action would subsequently exceed the applicable percentage of Consolidated EBITDA or Consolidated Total Assets, as applicable, under such provision if calculated based on the Consolidated EBITDA or Consolidated Total Assets, as applicable, on a later date (including the date of any refinancing), such percentage of Consolidated EBITDA or Consolidated Total Assets, as applicable, will automatically be reclassified as having been incurred deemed not to be exceeded; provided that, in the case of refinancing any Indebtedness, Disqualified Stock or preferred Capital Stock (and any related Lien) in reliance on this clause (c), the principal amount of such refinancing Indebtedness, Disqualified Stock or preferred Capital Stock does not exceed the aggregate outstanding principal amount, accreted value or liquidation preference of the refinanced Indebtedness, Disqualified Stock or preferred Capital Stock, plus the amount of any applicable Incurrence-Based Amount unused commitments thereunder, plus accrued interest, fees, expenses, defeasance costs and premium (including call and tender premiums), if any, under the Borrower satisfies refinanced Indebtedness, Disqualified Stock or preferred Capital Stock, plus underwriting discounts, fees, commissions and expenses (including original issue discount, upfront fees and similar items) in connection with the relevant ratio refinancing of such Indebtedness, Disqualified Stock or test applicable to such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after preferred Capital Stock and the incurrence or issuance of the relevant Fixed Amountsuch refinancing Indebtedness, subject to any specific provision herein addressing classification and reclassificationDisqualified Stock or preferred Capital Stock.

Compliance with Certain Sections. (a) In For purposes of determining compliance with Section 10.2, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), dispositiondisposition or contractual requirement, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness meets the criteria of one one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 or any clause or subsection of Section 10.110.2 related thereto, 10.2, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such clauses at the time of such transaction or subsections within the relevant sections any later time from time to time, in each case, as determined by the Administrative Borrower in its sole discretion at such timetime and thereafter may be reclassified by the Administrative Borrower in any manner not expressly prohibited by this Agreement; provided that (w) all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance on Section 10.2.1(b)(i)(A), (x) all Indebtedness outstanding arising under the Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 10.2.1(b)(i)(B), (y) all Indebtedness under Hedge Agreements will at all times be deemed to be outstanding in reliance on Section 10.2.1(b)(viii) and (z) no such classification or reclassification shall obviate the requirement for any Indebtedness secured by any of the Collateral to be subject to any specific provision herein addressing classification and reclassification. (b) Notwithstanding anything in this the Intercreditor Agreement or any Credit Document to the contrary herein, with extent otherwise required by this Agreement. With respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including the Interest Consolidated Fixed Charge Coverage Ratio, the First Lien Total Net Leverage Ratio, the Consolidated Total Assets and/or the Secured Net Leverage Ratio and the Total Secured Leverage Ratio (any such amounts, the “Fixed Amounts”)Ratio) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such a financial ratio or test (any such amountsincluding the Consolidated Fixed Charge Coverage Ratio, the “Incurrence-Based Amounts”Total Net Leverage Ratio, the Consolidated Total Assets and/or the Secured Net Leverage Ratio), it is understood and agreed that the amounts in clause (ix) any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence, (ii) except as provided amounts in clause (iy), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount), Investment and/or Restricted Payment incurred in reliance on any Fixed Amount will automatically be reclassified as having been incurred in reliance on any applicable Incurrence-Based Amount if the Borrower satisfies the relevant ratio or test applicable to such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassification.

Compliance with Certain Sections. (a) In For purposes of determining compliance with Section 6, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition, Asset Sale, Restricted Junior Payment, Affiliate transaction, Contractual RequirementObligation, or prepayment of Indebtedness meets the criteria of one one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 or any clause or subsection of Section 10.16, 10.2, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such clauses at the time of such transaction or subsections within the relevant sections any later time from time to time, in each case, as determined by the Borrower in its sole discretion at such time, subject to time and thereafter may be reclassified by the Borrower in any specific provision herein addressing classification and reclassificationmanner not expressly prohibited by this Agreement. (b) Notwithstanding anything in this Agreement or any Credit Document to the contrary herein, with With respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does do not require compliance with a financial ratio or test (including, without limitation, including the Interest Coverage Ratio, the First Lien Total Net Leverage Ratio, the Total Secured Net Leverage Ratio and and/or the Total Secured First Lien Net Leverage Ratio (any such amounts, the “Fixed Amounts”)Ratio) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such a financial ratio or test (any such amountsincluding the Interest Coverage Ratio, the “Incurrence-Based Amounts”Total Net Leverage Ratio, the Secured Net Leverage Ratio and/or the First Lien Net Leverage Ratio), it is understood and agreed that the amounts in clause (ix) any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence, (ii) except as provided amounts in clause (iy), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount), Investment and/or Restricted Payment incurred in reliance on any Fixed Amount will automatically be reclassified as having been incurred in reliance on any applicable Incurrence-Based Amount if the Borrower satisfies the relevant ratio or test applicable to such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassification.

Compliance with Certain Sections. (a) In For purposes of determining compliance with any of Section 5.14 and Article VI, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition, Restricted PaymentDisposition, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness meets the criteria of one one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 or any clause or subsection such section of Section 10.15.14 or Article VI, 10.2as applicable, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such clauses of such Section at the time of such transaction or subsections within the relevant sections any later time from time to time, in each case, as determined by the Borrower Borrowers in its sole discretion at such time, subject to time and thereafter may be reclassified within such section by the Borrowers in any specific provision herein addressing classification and reclassification. (b) Notwithstanding anything in manner not expressly prohibited by this Agreement or any Credit Document to the contrary herein, with Agreement. With respect to (x) any amounts incurred (or commitments obtained) or transactions entered into (or consummatedconsummated or obtained) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including the Interest Coverage Ratio, the First Lien Consolidated Net Leverage Ratio, the Total Consolidated Secured Net Leverage Ratio and and/or the Total Secured Consolidated First Lien Net Leverage Ratio (any such amounts, the “Fixed Amounts”)Ratio) substantially concurrently with (y) any amounts incurred (or commitments obtained) or transactions entered into (or consummatedconsummated or obtained) in reliance on a provision of this Agreement that requires compliance with any such a financial ratio or test (any such amountsincluding the Consolidated Net Leverage Ratio, the “Incurrence-Based Amounts”Consolidated Secured Net Leverage Ratio and/or the Consolidated First Lien Net Leverage Ratio), it is understood and agreed that the amounts in clause (ix) any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence, (ii) except as provided amounts in clause (i), pro forma effect will be given to the entire transaction and/or incurrence, y) (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting for purposes of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount), Investment and/or Restricted Payment incurred in reliance on any Fixed Amount will automatically be reclassified as having been incurred in reliance on any applicable Incurrence-Based Amount if the Borrower satisfies the relevant determining compliance with a financial ratio or test applicable (including the Consolidated Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and/or the Consolidated First Lien Net Leverage Ratio), such amounts incurred (or commitments obtained) or transactions entered into (or consummated or obtained) pursuant to clause (y) shall only be tested once (at the time of such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after the incurrence of the relevant Fixed Amount, or transaction) and shall not be subject to satisfaction of any specific provision herein addressing classification and reclassificationadditional incurrence test).

Compliance with Certain Sections. (a) In For purposes of determining compliance with Section 9.2, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), dispositionInvestment, Restricted PaymentDividend, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness Junior Debt, fundamental change, disposition or contractual requirement, meets the criteria of one one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 or any clause or subsection of Section 10.19.2 related thereto, 10.2, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such clauses at the time of such transaction or subsections within the relevant sections any later time from time to time, in each case, as determined by the Administrative Borrower in its sole discretion at such timetime and thereafter may be reclassified by the Administrative Borrower in any manner not expressly prohibited by this Agreement; provided, that (s) all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(A), (t) all Indebtedness outstanding under the 2032 Senior Secured Bridge Facility, the 2032 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed outstanding in reliance on Section 9.2.1(b)(i)(E), (u) all Indebtedness outstanding under the 2031 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(D), (v) all Indebtedness outstanding under the 2029 Senior Secured Bridge Facility, the 2029 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed outstanding in reliance on Section 9.2.1(b)(i)(F), (w) all Indebtedness outstanding under the 2025 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(B), (x) all Indebtedness outstanding under the 2028 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(C), (y) all Indebtedness under Hedge Agreements will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(viii) and (z) no such classification or reclassification shall obviate the requirement for any Indebtedness secured by any of the Collateral to be subject to any specific provision herein addressing classification and reclassification. (b) Notwithstanding anything in this the Intercreditor Agreement or any Credit Document to the contrary herein, with extent otherwise required by this Agreement. With respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does do not require compliance with a financial ratio or test (including, without limitation, including the Interest Coverage Ratio, the First Lien Leverage Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio and the Ratio, Consolidated EBITDA and/or Consolidated Total Secured Leverage Ratio (any such amounts, the “Fixed Amounts”)Assets) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such a financial ratio or test (any such amountsincluding the Interest Coverage Ratio, the “Incurrence-Based Amounts”Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, Consolidated EBITDA and/or the Consolidated Total Assets), it is understood and agreed that the amounts in clause (ix) any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence, (ii) except as provided amounts in clause (iy), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount), Investment and/or Restricted Payment incurred in reliance on any Fixed Amount will automatically be reclassified as having been incurred in reliance on any applicable Incurrence-Based Amount if the Borrower satisfies the relevant ratio or test applicable to such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassification.

Compliance with Certain Sections. (a) In For purposes of determining compliance with Section 9.2, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), dispositionInvestment, Restricted PaymentDividend, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness Junior Debt, fundamental change, disposition or contractual requirement, meets the criteria of one one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 or any clause or subsection of Section 10.19.2 related thereto, 10.2, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such clauses at the time of such transaction or subsections within the relevant sections any later time from time to time, in each case, as determined by the Administrative Borrower in its sole discretion at such timetime and thereafter may be reclassified by the Administrative Borrower in any manner not expressly prohibited by this Agreement; provided, that (w) all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(A), (w) all Indebtedness outstanding under the 2025 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(B), (x) all Indebtedness outstanding under the 2023 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(C), (y) all Indebtedness under Hedge Agreements will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(viii) and (z) no such classification or reclassification shall obviate the requirement for any Indebtedness secured by any of the Collateral to be subject to any specific provision herein addressing classification and reclassification. (b) Notwithstanding anything in this the Intercreditor Agreement or any Credit Document to the contrary herein, with extent otherwise required by this Agreement. With respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does do not require compliance with a financial ratio or test (including, without limitation, including the Interest Coverage Ratio, the First Lien Leverage Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio and the Ratio, Consolidated EBITDA and/or Consolidated Total Secured Leverage Ratio (any such amounts, the “Fixed Amounts”)Assets) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such a financial ratio or test (any such amountsincluding the Interest Coverage Ratio, the “Incurrence-Based Amounts”Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, Consolidated EBITDA and/or the Consolidated Total Assets), it is understood and agreed that the amounts in clause (ix) any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence, (ii) except as provided amounts in clause (iy), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount), Investment and/or Restricted Payment incurred in reliance on any Fixed Amount will automatically be reclassified as having been incurred in reliance on any applicable Incurrence-Based Amount if the Borrower satisfies the relevant ratio or test applicable to such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassification.

Compliance with Certain Sections. (a) In For purposes of determining compliance with Section 10.2, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), dispositiondisposition or contractual requirement, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness meets the criteria of one one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 or any clause or subsection of Section 10.110.2 related thereto, 10.2, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such clauses at the time of such transaction or subsections within the relevant sections any later time from time to time, in each case, as determined by the Administrative Borrower in its sole discretion at such timetime and thereafter may be reclassified by the Administrative Borrower in any manner not expressly prohibited by this Agreement; provided that (w) all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance on Section 10.2.1(b)(i)(A), (x) all Indebtedness outstanding arising under the Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 10.2.1(b)(i)(B), (y) all Indebtedness under Hedge Agreements will at all times be deemed to be outstanding in reliance on Section 10.2.1(b)(viii) and (z) no such classification or reclassification shall obviate the requirement for any Indebtedness secured by any of the Collateral to be subject to any specific provision herein addressing classification and reclassification. (b) Notwithstanding anything in this the Intercreditor Agreement or any Credit Document to the contrary herein, with extent otherwise required by this Agreement. With respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does do not require compliance with a financial ratio or test (including, without limitation, including the Interest Consolidated Fixed Charge Coverage Ratio, the First Lien Total Net Leverage Ratio, the Consolidated Total Assets and/or the Secured Net Leverage Ratio and the Total Secured Leverage Ratio (any such amounts, the “Fixed Amounts”)Ratio) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such a financial ratio or test (any such amountsincluding the Consolidated Fixed Charge Coverage Ratio, the “Incurrence-Based Amounts”Total Net Leverage Ratio, the Consolidated Total Assets and/or the Secured Net Leverage Ratio), it is understood and agreed that the amounts in clause (ix) any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence, (ii) except as provided amounts in clause (iy), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount), Investment and/or Restricted Payment incurred in reliance on any Fixed Amount will automatically be reclassified as having been incurred in reliance on any applicable Incurrence-Based Amount if the Borrower satisfies the relevant ratio or test applicable to such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassification.

Compliance with Certain Sections. (a) In For purposes of determining compliance with any individual Section set forth in Article VII, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or issuance or upon application of all or a portion of the proceeds thereof), asset disposition, Restricted Payment, Affiliate transaction, Contractual Requirement, Restricted Debt Payments or prepayment of Indebtedness other transaction or contractual requirement meets the criteria of one one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of any such individual Section 9.9 or any clause or subsection of Section 10.1Article VII, 10.2, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such applicable clauses of such individual Section at the time of such transaction or subsections within the relevant sections any later time from time to time, in each case, as determined by the Borrower in its sole discretion at such time, subject to time and thereafter may be reclassified by the Borrower within such individual Section; provided that transactions consummated in reliance on any specific provision herein addressing classification and reclassification. Fixed Dollar Basket (bas defined below) Notwithstanding anything in this Agreement or any Credit Document to individual Section may not later be reclassified as having been consummated in reliance on a Ratio Basket (as defined below) in such individual Section unless the contrary herein, with applicable Ratio Basket in such individual Section would have been available at the time of the consummation of such transaction. With respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of any individual Section in this Agreement that does do not require compliance with a financial ratio or test (includingeach, without limitation, the Interest Coverage Ratio, the First Lien Leverage Ratio, the Total Leverage Ratio and the Total Secured Leverage Ratio (any such amounts, the a “Fixed AmountsDollar Basket”)) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision in such Section of this Agreement that requires compliance with any such a financial ratio or test (any such amounts, the each a “Incurrence-Based AmountsRatio Basket”), it is understood and agreed that such amounts in clause (ix) any Fixed Amount in such individual Section shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence, (ii) except as provided amounts in clause (i), pro forma effect will be given to the entire transaction and/or incurrence, (iiiy) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtednessin such individual Section. (c) Any Indebtedness (and associated Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount), Investment and/or Restricted Payment incurred in reliance on any Fixed Amount will automatically be reclassified as having been incurred in reliance on any applicable Incurrence-Based Amount if the Borrower satisfies the relevant ratio or test applicable to such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassification.

Compliance with Certain Sections. (a) In For purposes of determining compliance with the covenants set forth in Section 9.10 and Section 10, in the event that any Lien, Investment, Indebtedness (whether at the time Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of incurrence or upon application of all or a portion of the proceeds thereof), dispositionassets, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment or redemption of Indebtedness (or, in each case of any of the foregoing, any portion thereof) meets the criteria of one one, or more than one one, of the applicable Baskets of the applicable covenant (including within any sub-clauses, sub-categories of transactions or sub-items under this Agreement) then permitted pursuant to any clause Section 9.10 or subsection of Section 9.9 or any clause or subsection of Section 10.110, 10.2as applicable, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such clauses Baskets of such covenant (including within any sub-clauses, sub-categories or subsections within sub-items under this Agreement) at the relevant sections time of such transaction or incurrence thereof or at any later time from time to time, in each case, as determined by the Borrower in its sole discretion at such time, subject and the Borrower may, in its sole discretion, classify and reclassify and, from time to time, later divide, classify or reclassify, such Lien, Investment, Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of assets, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment or redemption of Indebtedness (or, in each case of any specific provision herein addressing classification and reclassificationof the foregoing, any portion thereof) among such applicable Baskets of such covenant (including any sub-clauses, sub-categories or sub-items under this Agreement), as applicable, in any manner not expressly prohibited by this Agreement (and, for the avoidance of doubt, will only be required to include such transaction or incurrence in such of the applicable Baskets of such covenant (including any sub-clauses, sub-categories or sub-items under this Agreement) as determined by Borrower at such time). (b) Notwithstanding anything in this Agreement or any Credit Document to the contrary hereincontrary, unless the Borrower elects otherwise in its sole discretion, (I) with respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision Basket (any such Basket, a “Fixed Basket”) of this Agreement (including ABL Loans and, to the extent established or incurred, the drawing of any delayed draw term loans incurred under clause (d)(A) below, the incurrence of any Refinancing Indebtedness and the incurrence of any Indebtedness established or incurred under the Non-Ratio Based Incremental Basket) that does not require compliance with a Financial Incurrence Test (any such amounts, including for the avoidance of doubt, any grower component based on LTM Consolidated EBITDA or Consolidated Total Assets, the “Fixed Amounts”) or, without limiting any requirement set forth hereunder with respect to the netting of cash proceeds of any Indebtedness in determining compliance with the applicable Financial Incurrence Test, any transaction utilizing any Unrestricted Cash and Cash Equivalents, in each case under this clause (x), substantially concurrently with (or as part of a single transaction or a series of related transactions with) (y) any amounts incurred or transactions entered into (or consummated) in reliance on a Basket (any such Basket, a “Non-Fixed Basket”) of this Agreement (including Indebtedness incurred or established under the Incremental Ratio Basket) that requires compliance with a financial ratio or test (including, without limitation, including the Interest Coverage Ratio, the First Lien Total Net Leverage Ratio, the Total Secured Net Leverage Ratio and the Total Secured First Lien Net Leverage Ratio Ratio) (any such amountsfinancial ratio or test, the a “Fixed AmountsFinancial Incurrence Test”), it is understood and agreed that (I) all Fixed Amounts (or any other amounts incurred under a Fixed Basket) or any utilization of any such Unrestricted Cash and Cash Equivalents shall be disregarded in the calculation of any Financial Incurrence Test applicable to any Non-Fixed Basket that is utilized substantially concurrent with the utilization of such Fixed Basket (or part of a single transaction or series of related transactions), (II) any Indebtedness incurred to fund original issue discount, upfront fees, accrued interest, premium and transaction expenses concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “IncurrenceNon-Based Amounts”), it is understood and agreed that (i) any Fixed Amount Basket shall be disregarded in the calculation of the financial ratio or test each Financial Incurrence Test applicable to the relevant Incurrenceany Non-Based Amount in connection with such substantially concurrent incurrence, Fixed Basket and (ii) except as provided in clause (i), pro forma effect will be given to the entire transaction and/or incurrence, (iiiIII) any commitments established will be deemed fully drawn and funded and borrowings under any revolving credit facility of the Borrower or its Restricted Subsidiaries (ivincluding the ABL Facility) any Incurrencein a concurrent transaction, a single transaction or a series of related transactions with the amount incurred, or transaction entered into or consummated, under an applicable Non-Based Amount Fixed Basket or incurred under the ABL Facility or other revolving facility for working capital purposes shall be calculated without giving effect to cash netting of disregarded in the proceeds calculation of any substantially concurrently Financial Incurrence Test; provided that notwithstanding anything else provided herein, any amounts incurred Indebtednessor transactions entered into (or consummated) in reliance on a Basket of this Agreement that is expressly limited by a fixed-dollar limitation (including any grower component based on a percentage of LTM Consolidated EBITDA or Consolidated Total Assets) and that includes, as a condition to incurring (or consummating) applicable amounts or transactions, in reliance on such Basket limited by a fixed-dollar limitation, a requirement of compliance with a Financial Incurrence Test shall constitute a “Fixed Amount” hereunder. (c) Any Indebtedness (and associated If any Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount)Investment, Investment and/or Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of assets, Restricted Payment incurred Payment, Affiliate transaction, Contractual Requirement, prepayment or redemption of Indebtedness or other transaction or action is incurred, issued or consummated in reliance on a Basket measured by reference to a percentage of LTM Consolidated EBITDA or Consolidated Total Assets, and any Fixed Amount such Lien, Investment, Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of assets, Restricted Payment, Affiliate transaction, Contractual Requirement, prepayment or redemption of Indebtedness or other transaction or action would subsequently exceed the applicable percentage of LTM Consolidated EBITDA or Consolidated Total Assets, as applicable, under such Basket if calculated based on the LTM Consolidated EBITDA or Consolidated Total Assets, as applicable, on a later date (including the date of any refinancing), such percentage of LTM Consolidated EBITDA or Consolidated Total Assets, as applicable, will automatically be reclassified as having been incurred deemed not to be exceeded; provided that, in the case of refinancing any Indebtedness, Disqualified Stock or preferred Capital Stock (and any related Lien) in reliance on this clause (c), the principal amount of such refinancing Indebtedness, Disqualified Stock or preferred Capital Stock does not exceed the aggregate outstanding principal amount, accreted value or liquidation preference of the refinanced Indebtedness, Disqualified Stock or preferred Capital Stock, plus the amount of any applicable Incurrence-Based Amount unused commitments thereunder, plus accrued interest, fees, expenses, defeasance costs and premium (including call and tender premiums), if any, under the refinanced Indebtedness, Disqualified Stock or preferred Capital Stock, plus underwriting discounts, fees, commissions and expenses (including original issue discount, upfront fees and similar items) in connection with the refinancing of such Indebtedness, Disqualified Stock or preferred Capital Stock and the incurrence or issuance of such refinancing Indebtedness, Disqualified Stock or preferred Capital Stock. (d) In the case of any Indebtedness established in the form of a delayed draw term loan commitment (each, an “Incremental Delayed Draw Term Loan Commitment”), at the election of the Borrower satisfies in its sole discretion, for purposes of determining capacity under, and compliance with the relevant ratio Maximum Incremental Facilities Amount or test applicable any other Basket (including for purposes of incurring or establishing such Incremental Delayed Draw Term Loan Commitment (and any associated loan when such Incremental Delayed Draw Term Loan Commitment is funded)), either (A) such Indebtedness shall be deemed to be fully drawn at the time such Incurrence-Based Amount at any time on a Pro Forma Basis Incremental Delayed Draw Term Loan Commitment becomes effective (for the most recent Test Period after avoidance of doubt, in the incurrence case of this clause (A), the relevant Fixed Amount, actual drawing of such Incremental Delayed Draw Term Loan Commitment shall not be required to be subject to testing of any specific provision herein addressing classification Basket availability) or (B) such Indebtedness shall be incurred as and reclassificationwhen the applicable Indebtedness under such Incremental Delayed Draw Term Loan Commitment is funded in accordance with the terms of such Incremental Delayed Draw Term Loan Commitment (for the avoidance of doubt, in the case of this clause (B), such Indebtedness in the form of an Incremental Delayed Draw Term Loan Commitment shall be deemed not to be drawn for all purposes under the Credit Documents until such Incremental Delayed Draw Term Loan Commitment is funded) (this paragraph, the “Incremental Delayed Draw Term Loan Commitment Incurrence Election Provision”).

Compliance with Certain Sections. For purposes of determining compliance with any of Section 6.19 or Sections 7.01 through 7.13 (a) In other than Section 7.11), in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition, Restricted PaymentDisposition, Affiliate transaction, Contractual RequirementObligation, Restricted Payment or prepayment of Indebtedness Junior Financing meets the criteria of one one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 any such section of Article VI or any clause or subsection of Section 10.1Article VII, 10.2as applicable, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such clauses of such Section at the time of such transaction or subsections within the relevant sections any later time from time to time, in each case, as determined by the Lead Borrower in its sole discretion at such time, subject to time and thereafter may be reclassified within such section by the Lead Borrower in any specific provision herein addressing classification and reclassification. (b) Notwithstanding anything in manner not expressly prohibited by this Agreement or any Credit Document to the contrary herein, with Agreement. With respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including the Interest Coverage Ratio, the First Lien Consolidated Total Net Leverage Ratio, the Total Leverage Ratio and the Total Secured Leverage Ratio ) (any such amounts, the “Fixed Amounts”)) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this 81 Agreement that requires compliance with any such a financial ratio or test (including the Consolidated Total Net Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) any the Fixed Amount Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrenceAmounts. In addition, (ii) except as provided in clause (i), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated LienLiens, subject to the applicable priority priorities required pursuant to the relevant applicable Incurrence-Based AmountAmounts), Investment and/or Investments, prepayments of debt and Restricted Payment incurred in reliance on any Fixed Amount will automatically Amounts may be reclassified at any time, as having been the Lead Borrower may elect from time to time, as incurred in reliance on under any applicable Incurrence-Based Amount Amounts if the Lead Borrower satisfies subsequently meets the relevant applicable ratio or test applicable to for such Incurrence-Based Amount at any time Amounts on a Pro Forma Basis for pro forma basis (or would have met such ratio or test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by the most recent Test Period after the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassificationLead Borrower).

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

Compliance with Certain Sections. For purposes of determining compliance with any of Section 6.19 or Sections 7.01 through 7.13 (a) In other than Section 7.11), in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition, Restricted PaymentDisposition, Affiliate transaction, Contractual RequirementObligation, Restricted Payment or prepayment of Indebtedness Junior Financing meets the criteria of one one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 any such section of Article VI or any clause or subsection of Section 10.1Article VII, 10.2as applicable, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such clauses of such Section at the time of such transaction or subsections within the relevant sections any later time from time to time, in each case, as determined by the Lead Borrower in its sole discretion at such time, subject to time and thereafter may be reclassified within such section by the Lead Borrower in any specific provision herein addressing classification and reclassification. (b) Notwithstanding anything in manner not expressly prohibited by this Agreement or any Credit Document to the contrary herein, with Agreement. With respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including the Interest Coverage Ratio, the First Lien Consolidated Total Leverage Ratio, the Total Leverage Ratio and the Total Secured Leverage Ratio ) (any such amounts, the “Fixed Amounts”)) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this 77 Agreement that requires compliance with any such a financial ratio or test (including the Consolidated Total Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) any the Fixed Amount Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrenceAmounts. In addition, (ii) except as provided in clause (i), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated LienLiens, subject to the applicable priority priorities required pursuant to the relevant applicable Incurrence-Based AmountAmounts), Investment and/or Investments, prepayments of debt and Restricted Payment incurred in reliance on any Fixed Amount will automatically Amounts may be reclassified at any time, as having been the Lead Borrower may elect from time to time, as incurred in reliance on under any applicable Incurrence-Based Amount Amounts if the Lead Borrower satisfies subsequently meets the relevant applicable ratio or test applicable to for such Incurrence-Based Amount at any time Amounts on a Pro Forma Basis for pro forma basis (or would have met such ratio or test, in which case, such reclassification shall be deemed to have automatically occurred if not elected by the most recent Test Period after the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassificationLead Borrower).

Compliance with Certain Sections. (a) In the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness meets the criteria of one or more than one of the categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 9.10 or any clause or subsection of Section Sections 10.1, 10.2, 10.3, 10.3 or 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to one or more of such clauses or subsections within the relevant sections as determined by the Borrower in its sole discretion at such time, subject . (a) Any determination of Consolidated Total Assets shall be made by reference to any specific provision herein addressing classification and reclassificationthe last day of the fiscal quarter to which the Section 9.1 Financials pertain. (b) Notwithstanding anything Except as otherwise specifically provided herein, all computations of Consolidated Total Assets, LTV and other financial ratios and financial calculations (and all definitions (including accounting terms) used in this Agreement or determining any Credit Document to of the contrary hereinforegoing) shall be calculated, in each case, with respect to any amounts incurred or transactions entered into (or consummated) in reliance the Borrower and its Subsidiaries on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, the Interest Coverage Ratio, the First Lien Leverage Ratio, the Total Leverage Ratio and the Total Secured Leverage Ratio (any such amounts, the “Fixed Amounts”)) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence, (ii) except as provided in clause (i), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtednessconsolidated basis. (c) Any Indebtedness At the option of the Borrower, all leases of any Person that are or would be characterized as operating leases in accordance with GAAP before giving effect to FASB Accounting Standards Update ASU 2016-02 (assuming for purposes hereof that they were in existence prior to implementation of FASB Accounting Standards Update ASU 2016-02) shall continue to be accounted for as operating leases (and associated Liennot as Capital Leases) for purposes of this Agreement (whether or not such operating lease obligations were in effect on such date) regardless of FASB Accounting Standards Update ASU 2016-02 that would otherwise require (on a prospective or retroactive basis or otherwise) such leases to be recharacterized as Capital Leases; provided, subject however, that, any obligations relating to the applicable priority required pursuant to the relevant Incurrence-Based Amount), Investment and/or Restricted Payment incurred in reliance on any Fixed Amount will automatically be reclassified as having been incurred in reliance on any applicable Incurrence-Based Amount if a lease that was accounted for by the Borrower satisfies the relevant ratio or test applicable to such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after the incurrence and/or its Subsidiaries as an operating lease as of the relevant Fixed Amount, subject Closing Date and any similar lease entered into after giving effect to any specific provision herein addressing classification FASB Accounting Standards Update ASU 2016-02 shall be accounted for as an operating lease and reclassificationnot a Capitalized Lease Obligation for purposes of determining whether such lease constitutes Indebtedness for all purposes under this Agreement.

Compliance with Certain Sections. (a) In Except as expressly set forth herein, in the event that any Lien, Investment, Indebtedness Debt (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition, ) or Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness Payment meets the criteria of one or more than one of the categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 Sections 7.01, 7.02 or any clause or subsection of Section 10.1, 10.2, 10.3, 10.4, 10.5 or 10.67.06, then such transaction (or portion thereof) at any time shall be allocated or reallocated to one or more of such clauses or subsections within the relevant sections as determined by the Borrower in its sole discretion at such time, subject to any specific provision herein addressing classification and reclassification. (b) Notwithstanding anything in this Agreement or any Credit Loan Document to the contrary hereincontrary, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, the Interest Consolidated Fixed Charge Coverage Ratio, the First Lien Leverage Ratio, the Total Consolidated Leverage Ratio and the Total Consolidated Secured Leverage Ratio (any such amounts, including any amount drawn under any revolving credit facility, the “Fixed Amounts”)) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence-Based Amounts”)) under the same covenant, it is understood and agreed that (i) any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in -59- connection with such substantially concurrent incurrence, incurrence under the same covenant and (ii) except as provided in clause (i), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount), Investment and/or Restricted Payment incurred in reliance on any Fixed Amount will automatically be reclassified as having been incurred in reliance on any applicable Incurrence-Based Amount if the Borrower satisfies the relevant ratio or test applicable to such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassification.

Compliance with Certain Sections. For purposes of determining compliance with any of Section 6.19 or Sections 7.01 through 7.13 (a) In other than Section 7.11), in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition, Restricted PaymentDisposition, Affiliate transaction, Contractual RequirementObligation, Restricted Payment or prepayment of Indebtedness Junior Financing meets the criteria of one one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 any such section of Article VI or any clause or subsection of Section 10.1Article VII, 10.2as applicable, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such clauses of such Section at the time of such transaction or subsections within the relevant sections any later time from time to time, in each case, as determined by the Lead Borrower in its sole discretion at such time, subject to time and thereafter may be reclassified within such section by the Lead Borrower in any specific provision herein addressing classification and reclassification. (b) Notwithstanding anything in manner not expressly prohibited by this Agreement or any Credit Document to the contrary herein, with Agreement. With respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including the Interest Coverage Ratio, the First Lien Consolidated Total Net Leverage Ratio, the Total Consolidated Secured Net Leverage Ratio and and/or the Total Consolidated Senior Secured Net Leverage Ratio Ratio) (any such amounts, the “Fixed Amounts”)) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such a financial ratio or test (including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and/or the Consolidated Senior Secured Net Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence, (ii) except as provided in clause (i), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount), Investment and/or Restricted Payment incurred in reliance on any Fixed Amount will automatically be reclassified as having been incurred in reliance on any applicable Incurrence-Based Amount if the Borrower satisfies the relevant ratio or test applicable to such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassification.80

Compliance with Certain Sections. (a) In For purposes of determining compliance with Section 9.2, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), dispositionInvestment, Restricted PaymentDividend, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness Junior Debt, fundamental change, disposition or contractual requirement, meets the criteria of one one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 or any clause or subsection of Section 10.19.2 related thereto, 10.2, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such clauses at the time of such transaction or subsections within the relevant sections any later time from time to time, in each case, as determined by the Administrative Borrower in its sole discretion at such timetime and thereafter may be reclassified by the Administrative Borrower in any manner not expressly prohibited by this Agreement; provided, that (t) all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(A), (u) all Indebtedness outstanding under the 2028 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(B), (v) all Indebtedness outstanding under the 2029 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(C), (w) all Indebtedness outstanding under the 2030 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(D), (x) all Indebtedness outstanding under the 2031 Senior Secured Notes and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(i)(E), (y) all Indebtedness under Hedge Agreements will at all times be deemed to be outstanding in reliance on Section 9.2.1(b)(viii) and (z) no such classification or reclassification shall obviate the requirement for any Indebtedness secured by any of the Collateral to be subject to any specific provision herein addressing classification and reclassification. (b) Notwithstanding anything in this the Intercreditor Agreement or any Credit Document to the contrary herein, with extent otherwise required by this Agreement. With respect to (x) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does do not require compliance with a financial ratio or test (including, without limitation, including the Interest Coverage Ratio, the First Lien Leverage Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio and the Ratio, Consolidated EBITDA and/or Consolidated Total Secured Leverage Ratio (any such amounts, the “Fixed Amounts”)Assets) substantially concurrently with (y) any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such a financial ratio or test (any such amountsincluding the Interest Coverage Ratio, the “Incurrence-Based Amounts”Consolidated Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, Consolidated EBITDA and/or the Consolidated Total Assets), it is understood and agreed that the amounts in clause (ix) any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence, (ii) except as provided amounts in clause (iy), pro forma effect will be given to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any Incurrence-Based Amount shall be calculated without giving effect to cash netting of the proceeds of any substantially concurrently incurred Indebtedness. (c) Any Indebtedness (and associated Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount), Investment and/or Restricted Payment incurred in reliance on any Fixed Amount will automatically be reclassified as having been incurred in reliance on any applicable Incurrence-Based Amount if the Borrower satisfies the relevant ratio or test applicable to such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassification.

Compliance with Certain Sections. (a) In For purposes of determining compliance with Section 10, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), disposition, Restricted Payment, Affiliate transaction, Contractual Requirement, or prepayment of Indebtedness meets the criteria of one one, or more than one one, of the “baskets” or categories of transactions then permitted pursuant to any clause or subsection of Section 9.9 or any clause or subsection of Section 10.110, 10.2, 10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any time shall be allocated or reallocated to permitted under one or more of such clauses at the time of such transaction or subsections within the relevant sections any later time from time to time, in each case, as determined by the Borrower in its sole discretion at such time, subject to time and thereafter may be reclassified by the Borrower in any specific provision herein addressing classification and reclassificationmanner not expressly prohibited by this Agreement. (b) Notwithstanding anything in this Agreement or any Credit Document to the contrary herein, with With respect to any amounts incurred or transactions entered into (or consummated) in reliance on upon a provision of this Agreement that does not require compliance with a financial ratio or leverage test (including, without limitation, the Interest Coverage Ratio, the First Lien Leverage Ratio, the Total Leverage Ratio and the Total Secured Leverage Ratio (any such amounts, the “Fixed Amounts”)) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such a financial ratio or leverage test (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) any the Fixed Amount Amounts shall be disregarded in the calculation of the financial ratio or leverage test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrenceAmounts. In addition, any Indebtedness (ii) except as provided in clause (i)and associated Liens, pro forma effect will be given subject to the entire transaction and/or incurrence, (iii) any commitments established will be deemed fully drawn and funded and (iv) any applicable priorities required pursuant to the applicable Incurrence-Based Amount Amounts), Investments, prepayments of debt and Restricted Payments incurred in reliance on Fixed Amounts may be reclassified at any time, as the Borrower may elect from time to time, as incurred under any applicable Incurrence-Based Amounts if the Borrower subsequently meets the applicable ratio or leverage test for such Incurrence-Based Amounts on a Pro Forma Basis (or would have met such ratio or leverage test, in which case, such reclassification shall be calculated without giving effect deemed to cash netting of have automatically occurred if not elected by the proceeds of any substantially concurrently incurred IndebtednessBorrower). (c) Any Indebtedness (and associated If any Lien, subject to the applicable priority required pursuant to the relevant Incurrence-Based Amount)Investment, Investment and/or Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of assets, Restricted Payment incurred Payment, Affiliate transaction, prepayment or redemption of Indebtedness or other transaction or action is incurred, issued or consummated in reliance on a provision measured by reference to a percentage of Consolidated EBITDA or Consolidated Total Assets, and any Fixed Amount will automatically be reclassified as having been incurred in reliance on any applicable Incurrence-Based Amount if such Lien, Investment, Indebtedness, Disqualified Stock or preferred Capital Stock, disposition or other sale or transfer of assets, Restricted Payment, Affiliate transaction, prepayment or redemption of Indebtedness or other transaction or action would subsequently exceed the Borrower satisfies the relevant ratio or test applicable to such Incurrence-Based Amount at any time on a Pro Forma Basis for the most recent Test Period after the incurrence of the relevant Fixed Amount, subject to any specific provision herein addressing classification and reclassification.applicable