Common use of Basket Calculations Clause in Contracts

Basket Calculations. (a) If any of the baskets set forth in Article VII of this Agreement are exceeded solely as a result of either (x) fluctuations to Consolidated EBITDA for the most recently completed fiscal quarter after the last time such baskets were calculated for any purpose under Article VII or (y) fluctuations in applicable currency exchange rates after the last time such baskets were calculated for any purpose under Article VII, such baskets will not be deemed to have been exceeded solely as a result of such fluctuations; provided that for purposes of determining compliance with any Dollar denominated restrictions on the incurrence of Liens, Investments, Indebtedness, Dispositions, Restricted Payments or Junior Financing Prepayments, the Dollar Equivalent principal amount of such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Junior Financing Prepayment shall be calculated based on the relevant currency exchange rate in effect on the date of such incurrence, granting, making or application, as applicable; provided, further, that the maximum amount of any Liens, Investments, Indebtedness, Dispositions, Restricted Payments or Junior Financing Prepayment shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. (b) With respect to the calculation of any leverage ratio herein or in any other Loan Document prior to the first date that financial statements have been delivered pursuant to Section 6.01(a) or (b), such leverage ratio shall be tested with respect to the four (4) consecutive fiscal quarter period ending on or around June 30, 2017 (and Consolidated EBITDA, as used in any such ratio, shall be determined in accordance with the last paragraph of the definition of “Consolidated EBITDA”). (c) For purposes of determining compliance with any Section of Article VII, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Affiliate transaction, Contractual Obligation or Junior Financing Prepayment meets the criteria of one or more than one of the categories of transactions permitted pursuant to any clause of such Sections, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrower in its sole discretion at such time, and if such exceptions and baskets in a given covenant include a combination of fixed amounts (including any component thereof based on a percentage of Consolidated EBITDA) and amounts permitted under incurrence-based tests in concurrent transactions, any utilization of an incurrence-based basket in such covenant concurrently with a fixed basket in such covenant shall be calculated without giving effect to the concurrent utilization of such fixed amounts. Furthermore, the Borrower may, in its sole discretion, divide, classify or, solely in connection with Sections 7.01 and 7.03, reclassify, or at any later time divide, classify or, solely in connection with Sections 7.01 and 7.03, reclassify, any such transaction (or any portion thereof) and will only be required to include the amount and type of such transaction in any one category; provided that (w) all Indebtedness outstanding under the Loan Documents (including any Incremental Facilities) will at all times be deemed to be outstanding in reliance on Section 7.03(a)(i), (x) all Indebtedness outstanding under the Second Lien Loan Documents (including any Incremental Second Lien Facilities) will at all times be deemed to be outstanding in reliance on Section 7.03(a)(ii), (y) all Indebtedness under Swap Contracts will at all times be deemed to be outstanding in reliance on Section 7.03(g) and (z) no such classification or reclassification shall obviate the requirement for any Indebtedness secured by any of the Collateral to be subject to one or more Intercreditor Agreements.

Basket Calculations. (a) If any of the baskets set forth in Article VII of this Agreement are exceeded solely as a result of either (x) fluctuations to Consolidated Cash EBITDA for the most recently completed fiscal quarter after the last time such baskets were calculated for any purpose under Article VII or (y) fluctuations in applicable currency exchange rates after the last time such baskets were calculated for any purpose under Article VII, such baskets will not be deemed to have been exceeded solely as a result of such fluctuations; provided that that, for purposes the avoidance of doubt, the provisions of Section 1.08 shall otherwise apply to such baskets, including with respect to determining compliance with whether any Dollar denominated restrictions on the incurrence of LiensLien, InvestmentsInvestment, Indebtedness, DispositionsDisposition, Restricted Payments Payment or Junior Financing Prepaymentsprepayment, redemption, purchase, defeasance or other satisfaction pursuant to Section 7.13 may be incurred or made at any time under Article VII; provided, further, that, once incurred or made, the Dollar Equivalent principal amount of such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Junior Financing Prepayment prepayment, redemption, purchase, defeasance or other satisfaction pursuant to Section 7.13 shall be calculated based on the relevant currency exchange rate in effect on the date of such incurrence, granting, making or application, as applicable; provided, further, that the maximum amount of any Liens, Investments, Indebtedness, Dispositions, Restricted Payments or Junior Financing Prepayment shall not be always deemed to be exceeded solely as a result at the Dollar amount on such date, regardless of fluctuations later changes in the currency exchange rate of currenciesrates. (b) With respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of any Loan Document that does not require compliance with a financial ratio or test (including the Total Net Leverage Ratio, the Secured Net Leverage Ratio and/or the First Lien Net 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 such Loan Document that requires compliance with a financial ratio or test (including the Total Net Leverage Ratio, the Secured Net Leverage Ratio and/or the First Lien Net Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of any leverage the financial ratio herein or in any other Loan Document prior test applicable to the first date that financial statements have been delivered pursuant to Section 6.01(a) or (b), such leverage ratio shall be tested with respect to the four (4) consecutive fiscal quarter period ending on or around June 30, 2017 (and Consolidated EBITDA, as used in any such ratio, shall be determined in accordance with the last paragraph of the definition of “Consolidated EBITDA”)Incurrence-Based Amounts. (c) For purposes of determining compliance with any Section of Article VII, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Affiliate transaction, Contractual Obligation or Junior Financing Prepayment meets the criteria of one or more than one of the categories of transactions permitted pursuant to any clause of such Sections, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrower in its sole discretion at such time, and if such exceptions and baskets in a given covenant include a combination of fixed amounts (including any component thereof based on a percentage of Consolidated EBITDA) and amounts permitted under incurrence-based tests in concurrent transactions, any utilization of an incurrence-based basket in such covenant concurrently with a fixed basket in such covenant shall be calculated without giving effect to the concurrent utilization of such fixed amounts. Furthermore, the Borrower may, in its sole discretion, divide, classify or, solely in connection with Sections 7.01 and 7.03, reclassify, or at any later time divide, classify or, solely in connection with Sections 7.01 and 7.03, reclassify, any such transaction (or any portion thereof) and will only be required to include the amount and type of such transaction in any one category; provided that (w) all Indebtedness outstanding under the Loan Documents (including any Incremental Facilities) will at all times be deemed to be outstanding in reliance on Section 7.03(a)(i), (x) all Indebtedness outstanding under the Second Lien Loan Documents (including any Incremental Second Lien Facilities) will at all times be deemed to be outstanding in reliance on Section 7.03(a)(ii), (y) all Indebtedness under Swap Contracts will at all times be deemed to be outstanding in reliance on Section 7.03(g) and (z) no such classification or reclassification shall obviate the requirement for any Indebtedness secured by any of the Collateral to be subject to one or more Intercreditor Agreements.

Basket Calculations. (a) If any of the baskets set forth in Article VII of this Agreement are exceeded solely as a result of either (x) fluctuations to Consolidated EBITDA for the most recently completed fiscal quarter after the last time such baskets were calculated for any purpose under Article VII this Agreement or (y) fluctuations in applicable currency exchange rates after the last time such baskets were calculated for any purpose under Article VIIthis Agreement, such baskets will not be deemed to have been exceeded solely as a result of such fluctuations; provided that for purposes of determining compliance with any Dollar denominated restrictions on the incurrence of Liens, Investments, Indebtedness, Dispositions, Restricted Payments or Junior Financing Prepayments, the Dollar Equivalent principal amount of such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Junior Financing Prepayment shall be calculated based on the relevant currency exchange rate in effect on the date of such incurrence, granting, making or application, as applicable; provided, further, that the maximum amount of any Liens, Investments, Indebtedness, Dispositions, Restricted Payments or Junior Financing Prepayment shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. (b) With respect to the calculation of any leverage ratio herein or in any other Loan Document prior to the first date that financial statements have been delivered pursuant to Section 6.01(a) or (b), such leverage ratio shall be tested with respect to the four (4) consecutive fiscal quarter period ending on or around June 30ended March 31, 2017 2021 (and Consolidated EBITDA, as used in any such ratio, shall be determined in accordance with the last paragraph of the definition of “Consolidated EBITDA”). (c) For purposes of determining compliance with any Section of Article VII, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Affiliate transaction, Contractual Obligation or Junior Financing Prepayment meets the criteria of one or more than one of the categories of transactions permitted pursuant to any clause of such Sections, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrower in its sole discretion at such time, and if such exceptions and baskets in a given covenant include a combination of fixed amounts (including any component thereof based on a percentage of Consolidated EBITDA) (each, a “Fixed Amount Basket”) and amounts permitted under incurrenceratio-based tests in concurrent transactions, any utilization of an incurrencea ratio-based basket in such covenant concurrently with a fixed basket in such covenant shall be calculated without giving effect to the concurrent utilization of such fixed amountsFixed Amount Basket (provided that, for the avoidance of doubt, any calculation of the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Cash Interest Coverage Ratio and any other ratio-based test shall disregard the proceeds of any concurrent incurrence of Indebtedness under a Fixed Amount Basket). Furthermore, the Borrower may, in its sole discretion, divide, classify or, solely in connection with Sections 7.01 and 7.03, or reclassify, or at any later time divide, classify or, solely in connection with Sections 7.01 and 7.03, or reclassify, any such transaction (or any portion thereof) and will only be required to include the amount and type of such transaction in any one category; provided that (w) all Indebtedness outstanding under the Loan Documents (including any Incremental Facilities) will at all times be deemed to be outstanding in reliance on Section 7.03(a)(i7.03(a), (x) all Permitted ABL Indebtedness outstanding under and other Indebtedness secured by Liens on assets in a comparable manner to the Second Lien Loan Documents (including any Incremental Second Lien Facilities) Permitted ABL Indebtedness will at all times be deemed to be outstanding in reliance on Section 7.03(a)(ii7.03(ii), (y) all Indebtedness under Swap Contracts will at all times be deemed to be outstanding in reliance on Section 7.03(g) ), and (z) no such classification or reclassification shall obviate the requirement for any Indebtedness secured by any of the Collateral to be subject to one or more Intercreditor Agreements. (d) With respect to each “dollar basket” set forth in, with respect to the following clause (i), Section 7.06, and with respect to the following clause (ii), Section 7.14, the Borrower shall be permitted to (i) use amounts available for Restricted Payments under Section 7.06 for Investments and Junior Financing Prepayments and (ii) use amounts available for Junior Financing Prepayments under Section 7.14 for Investments. (e) With respect to each “basket” or “component” in respect of which availability increases based on voluntary prepayments, permanent commitment reductions or purchases of Indebtedness (e.g., Permitted Other Indebtedness and Incremental Facilities), such increases in availability shall be limited to the amount of cash paid to effect such prepayments, reductions or purchases.

Basket Calculations. (a) If any of the baskets set forth in Article VII of this Agreement are exceeded solely as a result of either (x) fluctuations to Consolidated EBITDA for the most recently completed fiscal quarter after the last time such baskets were calculated for any purpose under Article VII or (y) fluctuations in applicable currency exchange rates after the last time such baskets were calculated for any purpose under Article VII, such baskets will not be deemed to have been exceeded solely as a result of such fluctuations; provided that for purposes of determining compliance with any Dollar denominated restrictions on the incurrence of Liens, Investments, Indebtedness, Dispositions, Restricted Payments or Junior Financing Prepayments, the Dollar Equivalent principal amount of such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Junior Financing Prepayment shall be calculated based on the relevant currency exchange rate in effect on the date of such incurrence, granting, making or application, as applicable; provided, further, that the maximum amount of any Liens, Investments, Indebtedness, Dispositions, Restricted Payments or Junior Financing Prepayment shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. (b) With respect to the calculation of any leverage ratio herein or in any other Loan Document prior to the first date that financial statements have been delivered pursuant to Section 6.01(a) or (b), such leverage ratio shall be tested with respect to the four (4) consecutive fiscal quarter period ending on or around June 30, 2017 (and Consolidated EBITDA, as used in any such ratio, shall be determined in accordance with the last paragraph of the definition of “Consolidated EBITDA”). (c) For purposes of determining compliance with any Section of Article VII, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Affiliate transaction, Contractual Obligation or Junior Financing Prepayment meets the criteria of one or more than one of the categories of transactions permitted pursuant to any clause of such Sections, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrower in its sole discretion at such time, and if such exceptions and baskets in a given covenant include a combination of fixed amounts (including any component thereof based on a percentage of Consolidated EBITDA) and amounts permitted under incurrence-based tests in concurrent transactions, any utilization of an incurrence-based basket in such covenant concurrently with a fixed basket in such covenant shall be calculated without giving effect to the concurrent utilization of such fixed amounts. Furthermore, the Lead Borrower may, in its sole discretion, divide, classify or, solely in connection with Sections 7.01 and 7.03, reclassify, or at any later time divide, classify or, solely in connection with Sections 7.01 and 7.03, reclassify, any such transaction (or any portion thereof) and will only be required to include the amount and type of such transaction in any one category; provided that (w) all Indebtedness outstanding under the Loan Documents (including any Incremental Facilities) will at all times be deemed to be outstanding in reliance on Section 7.03(a)(i), (x) all Indebtedness outstanding under the Second Lien Loan Documents (including any Incremental Second Lien Facilities) will at all times be deemed to be outstanding in reliance on Section 7.03(a)(ii), (y) all Indebtedness under Swap Contracts will at all times be deemed to be outstanding in reliance on Section 7.03(g) and (z) no such classification or reclassification shall obviate the requirement for any Indebtedness secured by any of the Collateral to be subject to one or more Intercreditor Agreements.

Basket Calculations. (a) If any of the baskets set forth in Article VII of this Agreement are exceeded solely as a result of either (x) fluctuations to Consolidated EBITDA for the most recently completed fiscal quarter after the last time such baskets were calculated for any purpose under Article VII or (y) fluctuations in applicable currency exchange rates after the last time such baskets were calculated for any purpose under Article VII, such baskets will not be deemed to have been exceeded solely as a result of such fluctuations; provided that for purposes of determining compliance with any Dollar denominated restrictions on the incurrence of Liens, Investments, Indebtedness, Dispositions, Restricted Payments or Junior Financing Prepayments, the Dollar Equivalent principal amount of such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Junior Financing Prepayment shall be calculated based on the relevant currency exchange rate in effect on the date of such incurrence, granting, making or application, as applicable; provided, further, that the maximum amount of any Liens, Investments, Indebtedness, Dispositions, Restricted Payments or Junior Financing Prepayment shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. (b) With respect to the calculation of any leverage ratio herein or in any other Loan Document prior to the first date that financial statements have been delivered pursuant to Section 6.01(a) or (b), such leverage ratio shall be tested with respect to the four (4) consecutive fiscal quarter period ending on or around June 30, 2017 (and Consolidated EBITDA, as used in any such ratio, shall be determined in accordance with the last paragraph of the definition of “Consolidated EBITDA”). (c) For purposes of determining compliance with any Section of Article VII, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Affiliate transaction, Contractual Obligation or Junior Financing Prepayment meets the criteria of one or more than one of the categories of transactions permitted pursuant to any clause of such Sections, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrower in its sole discretion at such time, and if such exceptions and baskets in a given covenant include a combination of fixed amounts (including any component thereof based on a percentage of Consolidated EBITDA) and amounts permitted under incurrence-based tests in concurrent transactions, any utilization of an incurrence-based basket in such covenant concurrently with a fixed basket in such covenant shall be calculated without giving effect to the concurrent utilization of such fixed amounts. Furthermore, the Borrower may, in its sole discretion, divide, classify or, solely in connection with Sections 7.01 and 7.03, reclassify, or at any later time divide, classify or, solely in connection with Sections 7.01 and 7.03, reclassify, any such transaction (or any portion thereof) and will only be required to include the amount and type of such transaction in any one category; provided that (w) all Indebtedness outstanding under the Loan Documents (including any Incremental Facilities) will at all times be deemed to be outstanding in reliance on Section 7.03(a)(i), (x) all Indebtedness outstanding under the Second First Lien Loan Documents (including any Incremental Second First Lien Facilities) will at all times be deemed to be outstanding in reliance on Section 7.03(a)(ii), (y) all Indebtedness under Swap Contracts will at all times be deemed to be outstanding in reliance on Section 7.03(g) and (z) no such classification or reclassification shall obviate the requirement for any Indebtedness secured by any of the Collateral to be subject to one or more Intercreditor Agreements.