(i) With respect to any (x) Investment or acquisition, merger, amalgamation or similar
transaction, any Asset Sale or any Disposition not constituting an Asset Sale, in each case that has been definitively agreed to or publicly announced, (y) repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred
Stock with respect to which a notice of repayment (or similar notice), which may be conditional, has been delivered, and (z) any Restricted Payment of the type described in clauses (1) and (2) of the first paragraph of
Section 7.05, in each case for purposes of determining:
(1) whether any Indebtedness (including Acquired
Indebtedness), Disqualified Stock or Preferred Stock that is being Incurred in connection with such Investment, acquisition, merger, amalgamation or similar transaction, Disposition or repayment, repurchase or refinancing of Indebtedness,
Disqualified Stock or Preferred Stock or Restricted Payments is permitted to be incurred in compliance with Article II or Section 7.01, as applicable;
(2) whether any Lien being Incurred in connection with such Investment, acquisition, merger, amalgamation or similar
transaction, Disposition or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or Restricted Payments or to secure any such Indebtedness is permitted to be Incurred in accordance with Section 7.02 or the
definition of Permitted Liens;
(3) whether any other transaction or action undertaken or proposed to be
undertaken in connection with such Disposition, Investment, acquisition, merger, amalgamation or similar transaction or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock (including any Restricted Payments,
Dispositions, fundamental changes or designations of Restricted Subsidiaries or Unrestricted Subsidiaries) complies with the covenants or agreements contained in this Agreement;
(4) any calculation of the ratios, baskets or financial metrics, including Consolidated Cash Interest Expense, Consolidated
EBITDA, Consolidated First Lien Net Leverage Ratio, Consolidated Interest Coverage Ratio, Consolidated Interest Expense, Consolidated Net Income, Consolidated Senior Secured Net Leverage Ratio, Consolidated Total Assets, Consolidated Total Net
Leverage Ratio, Four Quarter Consolidated EBITDA, Fixed Charges and/or Pro Forma Cost Savings and baskets determined by reference to Consolidated EBITDA, Consolidated Net Income, Consolidated Total Assets or Four Quarter Consolidated EBITDA, and
whether a Default or Event of Default exists in connection with the foregoing;
(5) whether any Default or Event of
Default (or any specified Default or Event of Default) has occurred, is continuing or would result from such Investment, Disposition, acquisition, merger, amalgamation or similar transaction, or repayment, repurchase or refinancing of Indebtedness
or Restricted Payments;
(6) whether any representations and warranties (or any specified representations and warranties)
are true and correct; and
(7) whether any condition precedent to the Incurrence of Indebtedness (including Acquired
Indebtedness), Disqualified Stock, Preferred Stock or Liens, in each case, that is being Incurred in connection with such Investment, Disposition, acquisition, merger, amalgamation or similar transaction, or repayment, repurchase or refinancing of
Indebtedness, Disqualified Stock or Preferred Stock or Restricted Payments is satisfied,
at the option of the Borrower, the date that the definitive
agreement (or other relevant definitive documentation) for or public announcement of such Investment or acquisition, merger, amalgamation or similar transaction or repayment, repurchase or refinancing, Restricted Payments or Incurrence of
Indebtedness is entered into or the date of any notice, which may be conditional, of such repayment, repurchase or refinancing of Indebtedness is given to the holders of such Indebtedness or the making of
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