Common use of Certain Determinations Clause in Contracts

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article VI or Article VII (including in connection with any Incremental Commitment) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the clauses of the provision permitting such Lien, Investment, Indebtedness, Restricted Payment or Affiliate transaction, as the case may be, the Borrower (i) shall in its sole discretion determine under which clause such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion there), as the case may be, is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which clause or clause such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction, as the case may be, is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated First Lien Net Leverage Ratio and/or Interest Coverage 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 the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts.

Certain Determinations. (a) For Notwithstanding anything to the contrary herein, for purposes of determining compliance with any of the covenants set forth described in Article VI V and Article VI, if any transaction or Article VII (including in connection with any Incremental Commitment) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, action would be permitted pursuant to one or more than one, of the clauses of the provision permitting such Lien, Investment, Indebtedness, Restricted Payment or Affiliate transaction, as the case may beprovisions described therein, the Borrower may divide and classify such transaction or action within the relevant covenant (or other provisions) in any manner that complies with such covenant (or other provision) set forth therein, and may later divide and reclassify any such transaction or action so long as the transaction or action (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception (or other provisions) as of the date of such reclassification; provided that if any financial ratio or test governing any applicable Incurrence Based Amount would be satisfied in any subsequent period following the utilization of any Fixed Amount, such reclassification shall be deemed to have automatically occurred if not elected otherwise by the Lead Borrower; provided, further, that such reclassification shall not be permitted with respect to (i) the Indebtedness consisting of the Initial Term Loans, which shall in its sole discretion determine only be permitted under which clause such Lien (other than Section 6.01(a)(i), or Liens with respect to the Initial Term Loans, which shall only be permitted under Section 6.02(i), Investment(ii) the Indebtedness under the ABL Credit Agreement and the other ABL Loan Documents, Indebtedness which shall only be permitted under Section 6.01(a)(xxxi), or Liens with respect to the Loans (other than as defined in the ABL Credit Agreement), which shall only be permitted under Section 6.02(xvii) and (iii) the Indebtedness consisting of the Initial Term LoansLoans (as defined in the First Lien Credit Agreement), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion therewhich shall only be permitted under Section 6.01(a)(xxxii), as the case may be, is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which clause or clause such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction, as the case may be, is permitted from time to time as it may determine and without notice Liens with respect to the Administrative Agent or any LenderInitial Term Loans (as defined in the First Lien Credit Agreement), which shall only be permitted under Section 6.02(xxi). For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated First Lien Net Leverage Ratio and/or Interest Coverage 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 the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts.

Certain Determinations. (a) For Notwithstanding anything to the contrary herein, for purposes of determining compliance with any of the covenants set forth described in Article V, Article VI or Article VII (including in connection with any Incremental Commitment) at Facility, if any time (whether at the time of incurrence transaction or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, action would be permitted pursuant to one or more than one, of the clauses of the provision permitting such Lien, Investment, Indebtedness, Restricted Payment or Affiliate transaction, as the case may beprovisions described therein, the Borrower may divide and classify such transaction or action within the relevant covenant (or other provisions) in any manner that complies with such covenant (or other provision) set forth therein, and may later divide and reclassify any such transaction or action so long as the transaction or action (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception (or other provisions) as of the date of such reclassification; provided that if any financial ratio or test governing any applicable Incurrence Based Amount would be satisfied in any subsequent period following the utilization of any Fixed Amount, such reclassification shall be deemed to have automatically occurred if not elected otherwise by the Lead Borrower; provided, further, that such reclassification shall not be permitted with respect to (i) the Indebtedness consisting of the Initial Term Loans, which shall in its sole discretion determine only be permitted under which clause such Lien (other than Section 6.01(a)(i), or Liens with respect to the Initial Term Loans, which shall only be permitted under Section 6.02(i), Investment(ii) the Indebtedness under the ABL Credit Agreement and the other ABL Loan Documents, Indebtedness which shall only be permitted under Section 6.01(a)(xxxi), or Liens with respect to the Initial Term Loans, which shall only be permitted under Section 6.02(xvii) and (other than iii) the Indebtedness consisting of the Initial Term Loans, which shall only be permitted under Section 6.01(a)(xxxii), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion there), as the case may be, is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which clause or clause such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction, as the case may be, is permitted from time to time as it may determine and without notice Liens with respect to the Administrative Agent or any LenderInitial Term Loans, which shall only be permitted under Section 6.02(xxi). For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated First Lien Net Leverage Ratio and/or Interest Coverage 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 the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article VI V or Article VII VI (including in connection with any First Lien Incremental CommitmentFacility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, DispositionRestricted Payment, Restricted Payment Disposition or Affiliate transaction meets the criteria of one, or more than one, of the clauses of the provision permitting such Lien, Investment, Indebtedness, Restricted Payment categories permitted pursuant to Article V or Affiliate transaction, as the case may beArticle VI (including in connection with any First Lien Incremental Facility), the Borrower (i) shall in its sole discretion determine under which clause category such Lien (other than Liens with respect to securing the Initial Term LoansSecured Obligations and the Liens securing the Permitted Second Priority Debt incurred on the Effective Date), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansFirst Lien Loan Documents and the Permitted Second Priority Debt incurred under the Second Lien Loan Documents on the Effective Date), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion there), as the case may be, ) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which clause category or clause categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction, as the case may be, transaction is permitted from time to time as it may determine and without notice to the First Lien Administrative Agent or any Lender, so long as at the time of such redesignation the Borrower would be permitted to incur such Lien, Investment, Indebtedness or Restricted Payment under such category or categories, as applicable. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other First Lien Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated First Lien Net Leverage Ratio and/or Interest Coverage 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 the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article VI V or Article VII VI (including in connection with any First Lien Incremental CommitmentFacility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, DispositionRestricted Payment, Restricted Payment Disposition or Affiliate transaction meets the criteria of one, or more than one, of the clauses of the provision permitting such Lien, Investment, Indebtedness, Restricted Payment categories permitted pursuant to Article V or Affiliate transaction, as the case may beArticle VI (including in connection with any First Lien Incremental Facility), the Borrower (i) shall in its sole discretion determine under which clause category such Lien (other than Liens with respect to securing the Initial Term LoansSecured Obligations), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansFirst Lien Loan Documents), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion there), as the case may be, ) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which clause category or clause categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction, as the case may be, transaction is permitted from time to time as it may determine and without notice to the First Lien Administrative Agent or any Lender, so long as at the time of such redesignation the Borrower would be permitted to incur such Lien, Investment, Indebtedness or Restricted Payment under such category or categories, as applicable. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other First Lien Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage 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 the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts.Amounts other than Incurrence Based Amounts contained in Section 6.01 or Section 6.02. (c) Notwithstanding anything to the contrary herein, the Form Intercreditor Agreements shall be deemed to be reasonable and acceptable to the First Lien Administrative Agent and the Lenders, and the First Lien Administrative Agent and the Lenders shall be deemed to have consented to the use of each such Form Intercreditor Agreement (and to the First Lien Administrative Agent’s execution thereof) in connection with any Indebtedness secured by the Collateral that is permitted to be incurred, issued and/or assumed by Holdings, the Borrower or any of its Subsidiaries pursuant to Section 6.01 and Section 6.02. SECTION 1.08

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article VI V or Article VII VI (including in connection with any First Lien Incremental CommitmentFacility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, DispositionRestricted Payment, Restricted Payment Disposition or Affiliate transaction meets the criteria of one, or more than one, of the clauses of the provision permitting such Lien, Investment, Indebtedness, Restricted Payment categories permitted pursuant to Article V or Affiliate transaction, as the case may beArticle VI (including in connection with any First Lien Incremental Facility), the Borrower (i) shall in its sole discretion determine under which clause category such Lien (other than Liens with respect to securing the Initial Term LoansSecured Obligations), Investment, Indebtedness (other than Indebtedness consisting of incurred under the Initial Term LoansFirst Lien Loan Documents), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion there), as the case may be, ) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which clause category or clause categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction, as the case may be, transaction is permitted from time to time as it may determine and without notice to the First Lien Administrative Agent or any Lender, so long as at the time of such redesignation the Borrower would be permitted to incur such Lien, Investment, Indebtedness or Restricted Payment under such category or categories, as applicable. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other First Lien Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage 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 the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts.Amounts other than Incurrence Based Amounts contained in Section 6.01 or Section 6.02. (c) Notwithstanding anything to the contrary herein, the Form Intercreditor Agreements shall be deemed to be reasonable and acceptable to the First Lien Administrative Agent and the Lenders, and the First Lien Administrative Agent and the Lenders shall be deemed to have consented to the use of each such Form Intercreditor Agreement (and to the First Lien Administrative Agent’s execution thereof) in connection with any Indebtedness secured by the Collateral that is permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 6.01 and Section 6.02. SECTION 1.08

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article VI or Article ARTICLE VII (including in connection with any Incremental Commitment) Facility), but subject to any limitation expressly set forth therein, as applicable, at any time (whether at the time of incurrence or thereafter), if any Lien, Investment, Indebtedness, Asset Disposition, Restricted Payment Payment, Affiliate transaction, prepayment, redemption or Affiliate any other transaction meets the criteria of one, or more than one, one of the clauses categories permitted pursuant to ARTICLE VII (including in connection with any Incremental Facility), as applicable, the Borrower may, in its sole discretion, determine under which category all or a portion of the provision permitting such Lien, Investment, Indebtedness, Asset Disposition, Restricted Payment or Payment, Affiliate transaction, as the case may beprepayment, the Borrower (i) shall in its sole discretion determine under which clause such Lien (redemption or any other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion therethereof) is permitted or to be applied; provided that the Borrower may not reclassify any Indebtedness incurred pursuant to Section 7.01(ii) or Section 7.01(xv) or Liens incurred pursuant to Section 7.02(ii) following the Closing Date; provided, further, that the Borrower may not reclassify Indebtedness incurred under Section 7.01(xvi), Investments made under Section 7.06(a)(xv) or Restricted Payments paid under Section 7.07(vii) to the extent that such Indebtedness, Investments and Restricted Payments, as the case may be, is permitted and (ii) shall be permittedcould not have been incurred, in its sole discretion, to make any redetermination and/or to divide, classify made or reclassify paid under which clause or clause such Lien, Investment, clauses on the date of the incurrence of such Indebtedness, Disposition, the making of such Investment or payment of such Restricted Payment or Affiliate transactionPayment, as the case may be, is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated First Lien Net Leverage Ratio and/or Interest Coverage 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 the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article VI or Article VII (including in connection with any Incremental Commitment) Section 6 at any time (whether at the time of incurrence or thereafter), if any Lien, Investment, Indebtedness, DispositionAsset Sale, Restricted Payment Junior Payment, prepayment of Indebtedness permitted under Section 6.18 or Affiliate transaction meets the criteria of one, or more than one, of the clauses of the provision permitting such Lien, Investment, Indebtedness, Restricted Payment or Affiliate transaction, as (i) Section 6.2 (solely in the case may beof Liens), (ii) Section 6.7 (solely in the case of Investments), (iii) Section 6.1 (solely in the case of Indebtedness), (iv) Section 6.9 (solely in the case of Asset Sales), (v) Section 6.5 (solely in the case of Restricted Junior Payments), (vi) Section 6.18 (solely in the case of prepayments of certain Indebtedness), or (vii) Section 6.12 (solely in the case of transactions with Affiliates), the Borrower (ix) shall in its sole discretion determine under which clause or clauses of such Section such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), DispositionAsset Sale, Restricted Payment Junior Payment, prepayment of Indebtedness permitted under Section 6.18 or Affiliate transaction (or, in each case, any portion there), as the case may be, is permitted and (iiy) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which clause or clause clauses of such Section that such Lien, Investment, Indebtedness, DispositionAsset Sale, Restricted Junior Payment or Affiliate transaction, as the case may be, is permitted from time to time as it time; provided that, (A) all Indebtedness under this Agreement outstanding on the Closing Date shall at all times be deemed to have been incurred pursuant to clause (a) of Section 6.1 and may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon reclassified and (B) all Liens under this Agreement outstanding on the first Business Day following such applicable date. Notwithstanding anything Closing Date shall at all times be deemed to the contrary herein, with respect have been incurred pursuant to any amounts incurred or transactions entered into clause (or consummateda) in reliance on a provision of this Agreement that does Section 6.2 and may not require compliance with a financial ratio or test (including, without limitation, any Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated First Lien Net Leverage Ratio and/or Interest Coverage 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 the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amountsreclassified.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article VI or Article VII (including in connection with any Incremental CommitmentFacility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction payment of Junior Financing meets the criteria of one, or more than one, of the clauses permitted pursuant to the relevant section of the provision permitting such Lien, Investment, Indebtedness, Restricted Payment or Affiliate transaction, as the case may beArticle VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which clause such Lien (other than Liens with respect to the Initial Term LoansLoans and the Revolving Commitments, which shall only be designated under Section 6.02(i) and may not be redesignated pursuant to succeeding clause (ii)), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term LoansLoans and the Revolving Commitments, which shall only be designated under Section 6.01(a)(i) and may not be redesignated pursuant to succeeding clause (ii)), Disposition, Restricted Payment or Affiliate transaction payment of Junior Financing (or, in each case, any portion there), as the case may be, ) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which clause or clause clauses such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction, as the case may be, payment of Junior Financing is permitted from time to time thereafter under the relevant Section as it may determine and without notice to the Administrative Agent or any LenderLender so long as the Borrower would meet the applicable conditions under such clause or clauses of such Section at such time. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement (other than the incurrence of Indebtedness under the Revolving Commitments, except to the extent provided in the definition of Incremental Cap) that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated First Lien Net Leverage Ratio and/or Interest Coverage 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 the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based AmountsAmounts other than Incurrence Based Amounts contained in Section 6.01 or Section 6.02.

Certain Determinations. (a) 24. For purposes of determining compliance with any of the covenants set forth in Article VI or Article VII (including in connection with or the ability to incur any Incremental Commitment) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the clauses of the provision permitting such Lien, Investment, Indebtedness, Restricted Payment or Affiliate transactiontransaction (each of the foregoing, a “Reclassifiable Item”), as the case may be, the Borrower (i) shall in its sole discretion determine under which clause such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion there), as the case may be, is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which clause or clause such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction, as the case may be, is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For ; provided that, upon delivery of any financial statements pursuant to Section 6.01(a) or (b) following the avoidance initial incurrence or making of doubtany such Reclassifiable Item, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls such Reclassifiable Item could, based on a day that is not a Business Daysuch financial statements, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. Notwithstanding anything to the contrary herein, with respect to any amounts have been incurred or transactions entered into (or consummated) made in reliance on a provision of this Agreement that does not require compliance with a financial ratio any “ratio-based” basket or test (includingexception, without limitation, any Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts Reclassifiable Item shall automatically be reclassified as having been incurred or transactions entered into (made under such “ratio-based” basket 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 the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amountsexception.

Certain Determinations. (a) For Notwithstanding anything to the contrary herein, for purposes of determining compliance with any of the covenants set forth described in Article VI V and Article VI, if any transaction or Article VII (including in connection with any Incremental Commitment) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, action would be permitted pursuant to one or more than one, of the clauses of the provision permitting such Lien, Investment, Indebtedness, Restricted Payment or Affiliate transaction, as the case may beprovisions described therein, the Borrower may divide and classify such transaction or action within the relevant covenant (or other provisions) in any manner that complies with such covenant (or other provision) set forth therein, and may later divide and reclassify any such transaction or action so long as the transaction or action (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception (or other provisions) as of the date of such reclassification; provided that if any financial ratio or test governing any applicable Incurrence Based Amount would be satisfied in any subsequent period following the utilization of any Fixed Amount, such reclassification shall be deemed to have automatically occurred if not elected otherwise by the Lead Borrower; provided, further, that such reclassification shall not be permitted with respect to (i) the Indebtedness consisting of the Initial Term Loans, which shall in its sole discretion determine only be permitted under which clause such Lien (other than Section 6.01(a)(i), or Liens with respect to the Initial Term Loans, which shall only be permitted under Section 6.02(i), Investment(ii) the Indebtedness under the ABL Credit Agreement and the other ABL Loan Documents, Indebtedness which shall only be permitted under Section 6.01(a)(xxxi), or Liens with respect to the Loans (other than as defined in the ABL Credit Agreement), which shall only be permitted under Section 6.02(xvii) and (iii) the Indebtedness consisting of the Initial Term Loans, which shall only be permitted under Section 6.01(a)(xxxii), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion there), as the case may be, is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which clause or clause such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction, as the case may be, is permitted from time to time as it may determine and without notice Liens with respect to the Administrative Agent or any LenderInitial Term Loans, which shall only be permitted under Section 6.02(xxi). For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated First Lien Net Leverage Ratio and/or Interest Coverage 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 the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts.

Certain Determinations. (a) For Notwithstanding anything to the contrary herein, for purposes of determining compliance with any of the covenants set forth described in Article V, Article VI or Article VII (including in connection with any Incremental Commitment) at Facility, if any time (whether at the time of incurrence transaction or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, action would be permitted pursuant to one or more than one, of the clauses of the provision permitting such Lien, Investment, Indebtedness, Restricted Payment or Affiliate transaction, as the case may beprovisions described therein, the Borrower may divide and classify such transaction or action within the relevant covenant (or other provisions) in any manner that complies with such covenant (or other provision) set forth therein, and may later divide and reclassify any such transaction or action so long as the transaction or action (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception (or other provisions) as of the date of such reclassification; provided that if any financial ratio or test governing any applicable Incurrence Based Amount would be satisfied in any subsequent period following the utilization of any Fixed Amount, such reclassification shall be deemed to have automatically occurred if not elected otherwise by the Lead Borrower; provided, further, that such reclassification shall not be permitted with respect to (i) the Indebtedness consisting of the InitialExisting Term Loans, which shall in its sole discretion determine only be permitted under Section 6.01(a)(i), or Liens with respect to the InitialExisting Term Loans, which clause such Lien shall only be permitted under Section 6.02(i), (ii) the Indebtedness under the ABL Credit Agreement and the other than ABL Loan Documents, which shall only be permitted under Section 6.01(a)(xxxi), or Liens with respect to the Initial Term LoansLoansObligations (as defined in the ABL Credit Agreement), Investment, Indebtedness which shall only be permitted under Section 6.02(xvii) and (other than iii) the Indebtedness consisting of the Initial Term LoansLoansunder the Second Lien Credit Agreement and the other Second Lien Loan Documents, which shall only be permitted under Section 6.01(a)(xxxii), Disposition, Restricted Payment or Affiliate transaction Liens with respect to the Initial Term LoansSecured Obligations (or, as defined in each case, any portion therethe Second Lien Credit Agreement), as the case may be, is which shall only be permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which clause or clause such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction, as the case may be, is permitted from time to time as it may determine and without notice to the Administrative Agent or any LenderSection 6.02(xxi). For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated First Lien Net Leverage Ratio and/or Interest Coverage 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 the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article VI V or Article VII VI (including in connection with any Incremental CommitmentFacility) at any time (whether at the time of incurrence or thereafter)incurrence, any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the clauses of the provision permitting such Lien, Investment, Indebtedness, Restricted Payment categories permitted pursuant to Article V or Affiliate transaction, as the case may beArticle VI (including in connection with any Incremental Facility), the Borrower (i) shall shall, at the time of incurrence, in its sole discretion determine under which clause category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion there), as the case may be, ) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination determination and/or to divide, divide or classify or reclassify under which clause category or clause categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction, as the case may be, transaction is permitted from at the time to time as it may determine and without notice to the Administrative Agent or any Lenderof incurrence. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first (1st) Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, including any Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated First Lien Net Leverage Ratio and/or Interest Coverage 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 the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence. (c) Notwithstanding the foregoing, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts.any determination under Article V, Article VI or Article VII or any determination under any other provision of this Agreement subject to any Dollar limitation, threshold or basket, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars based on the relevant currency exchange rate in effect on the applicable date of determination (rounded to the nearest currency unit, with 0.5 or more of a currency unit being rounded upward); provided, however, that for purposes of determining compliance with Article VI with respect to any amount in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness, Lien or Investment is incurred or Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other payment in respect of any Junior Financing is made or such transaction with an Affiliate is entered into; provided, further, that, for

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article VI or Article VII (including in connection with any Incremental CommitmentFacility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction payment of Junior Financing meets the criteria of one, or more than one, of the clauses permitted pursuant to the relevant section of the provision permitting such Lien, Investment, Indebtedness, Restricted Payment or Affiliate transaction, as the case may beArticle VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which clause such Lien (other than Liens with respect to the Initial Term LoansLoans and the Revolving Commitments, which shall only be designated under Section 6.02(i) and may not be redesignated pursuant to succeeding clause (ii)), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term LoansLoans and the Revolving Commitments, which shall only be designated under Section 6.01(i) and may not be redesignated pursuant to succeeding clause (ii)), Disposition, Restricted Payment or Affiliate transaction payment of Junior Financing (or, in each case, any portion there), as the case may be, ) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which clause or clause clauses such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction, as the case may be, payment of Junior Financing is permitted from time to time thereafter under the relevant Section as it may determine and without notice to the Administrative Agent or any LenderLender so long as the Borrower would meet the applicable conditions under such clause or clauses of such Section at such time. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated First Lien Net Leverage Ratio and/or Interest Coverage 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 the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article VI or Article VII (including in connection with any Incremental CommitmentFacility) at any time (whether at the time of incurrence or thereafter)thereafter),thereof, any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction payment of Junior Financing meets the criteria of one, or more than one, of the clauses permitted pursuant to the relevant section of the provision permitting such Lien, Investment, Indebtedness, Restricted Payment or Affiliate transaction, as the case may beArticle VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which clause such Lien (other than Liens with respect to the Initial Term LoansLoans and the Revolving Commitments, which shall only be designated under Section 6.02(i) and may not be redesignated pursuant to succeeding clause (ii)), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term LoansLoans and the Revolving Commitments, which shall only be designated under Section 6.01(i) and may not be redesignated pursuant to succeeding clause (ii)), Disposition, Restricted Payment or Affiliate transaction payment of Junior Financing (or, in each case, any portion there), as the case may be, ) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which clause or clause clauses such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction, as the case may be, payment of Junior Financing is permitted from time to time thereafter under the relevant Section as it may determine and without notice to the Administrative Agent or any Lender. Lender so long as the Borrower would meet the applicable conditions under such clause or clauses of such Section at such time.. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated First Lien Net Leverage Ratio and/or Interest Coverage 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 the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts.

Certain Determinations. (a) For purposes of determining compliance with any of the covenants set forth in Article VI or Article VII (including in connection with any Incremental CommitmentFacility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction payment of Junior Financing meets the criteria of one, or more than one, of the clauses permitted pursuant to the relevant section of the provision permitting such Lien, Investment, Indebtedness, Restricted Payment or Affiliate transaction, as the case may beArticle VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which clause such Lien (other than Liens with respect to the Initial Term LoansLoans and the Revolving Commitments, which shall only be designated under Section 6.02(i) and may not be redesignated pursuant to succeeding clause (ii)), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term LoansLoans and the Revolving Commitments, which shall only be designated under Section 6.01(a)(i) and may not be redesignated pursuant to succeeding clause (ii)), Disposition, Restricted Payment or Affiliate transaction payment of Junior Financing (or, in each case, any portion there), as the case may be, ) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which clause or clause clauses such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction, as the case may be, payment of Junior Financing is permitted from time to time thereafter under the relevant Section as it may determine and without notice to the Administrative Agent or any LenderLender so long as the Borrower would meet the applicable conditions under such clause or clauses of such Section at such time. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated First Lien Net Leverage Ratio and/or Interest Coverage 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 the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts.