(6) the net income (loss) of any Person acquired
during the specified period for any period, prior to the date of such acquisition will be excluded for purposes of Restricted Payments only;
(7) after-tax income or loss attributable to discontinued
operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued) from and after the date that such operation is classified as discontinued;
(8) write-downs resulting from the impairment of intangible assets and any other non-cash amortization or impairment expenses;
(9) cash
restructuring or integration expenses (including any severance expenses, relocation expenses, curtailments or modifications to pension and post-retirement employee benefit plans, any expenses related to any reconstruction, decommissioning,
recommissioning or reconfiguration of fixed assets for alternate uses and fees, expenses or charges relating to facilities closing costs, acquisition integration costs, facilities opening costs, business optimization costs, signing, retention or
completion bonuses) in an amount not to exceed the greater of $75 million and 5.0% of Consolidated EBITDA per fiscal year, plus, to the extent that any amount permitted to be included in a prior year pursuant to this clause (9) is not
utilized, such unutilized amount may be carried forward for use in only the next succeeding year;
(10) the amount of amortization or write-off of deferred
financing costs and debt issuance costs of the Company and its Restricted Subsidiaries during such period and any premium or penalty paid in connection with redeeming or retiring Indebtedness of the Company and its Restricted Subsidiaries prior to
the stated maturity thereof pursuant to the agreements governing such Indebtedness;
(11) minority
interest expenses;
(12) losses or expenses or income or gain associated with the early
extinguishment of any agreements in respect of Hedging Obligations;
(13) non-cash currency losses or gains on intercompany loans or
advances;
(14) losses or earnings of Persons accounted for on an equity basis, except to the extent
of cash dividends or distributions paid to the Company or to a Restricted Subsidiary by such Person;
(15) the amount of loss or discount in connection with a Qualified Receivables Transaction or a
Permitted Factoring Transaction; and
(16) the cumulative effect of a change in accounting
principles.
Consolidated Non-cash Charges means, with respect to the
Company and the Restricted Subsidiaries for any period, the aggregate depreciation, amortization (including amortization of intangibles, deferred financing fees, debt issuance costs, commissions, fees and expenses, expensing of any bridge,
commitment or other financing fees, the non-cash portion of interest expense resulting from the reduction in the carrying value under purchase accounting of the Companys outstanding Indebtedness and
commissions, discounts, yield and other fees and charges but excluding amortization of prepaid cash expenses that were paid in a prior period), non-cash impairment,
non-cash compensation, non-cash rent, and other non-cash charges of the Company and the Restricted Subsidiaries reducing
Consolidated Net Income of the Company and the Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.
Covenant Defeasance has the meaning set forth under Legal Defeasance and Covenant Defeasance.
Credit Agreement means the Credit and Guaranty Agreement, dated as of June 9, 2016 (as amended by Amendment
No. 1, dated as of August 17, 2017, Amendment No. 2, dated as of February 28, 2019, Amendment No. 3, dated as of August 30, 2019, Letter Amendment, dated as of November 22, 2019, Amendment No. 4, dated as of
April 16, 2020 and Amendment No. 5, dated as of March 25, 2021, and as further amended, supplemented or otherwise modified), among the Company, as the Term Loan Borrower and the Revolving Credit Borrower (each as defined therein), Dana
International Luxembourg S. à r.l., as a Revolving Credit
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