Common use of Calculation Adjustments Clause in Contracts

Calculation Adjustments. (a) For the purpose of the Maintenance Covenants, the figures for EBITDA and Net Finance Charges for the Relevant Period ending on the relevant Reference Date shall be used but adjusted so that: (i) entities acquired or disposed of by the Group during the Relevant Period, or after the end of the Relevant Period but before the relevant testing date, shall be included or excluded (as applicable), pro forma, for the entire Relevant Period; and (ii) any entity to be acquired with the proceeds from new Financial Indebtedness shall be included, pro forma, for the entire Relevant Period. (b) For the purpose of the Maintenance Covenants, the figures for Net Interest Bearing Debt set out in the financial statements as of the most recent quarter date (including when necessary, financial statements published before the First Issue Date), shall be used, but adjusted so that Net Interest Bearing Debt for such period shall be: (i) reduced by an amount equal to the Net Interest Bearing Debt directly attributable to any Financial Indebtedness of the Issuer or of any other Group Company repaid, repurchased or otherwise discharged with respect to the Issuer and the continuing Group Companies with the proceeds from disposals of entities referred to in the adjustment to EBITDA above (or, if the Financial Indebtedness is owed by a Group Company that is sold, the Net Interest Bearing Debt for such period directly attributable to the Financial Indebtedness of such Group Company to the extent the Issuer and the continuing Group Companies are no longer liable for such Financial Indebtedness after such sale); (ii) increased on a pro forma basis by an amount equal to the Net Interest Bearing Debt directly attributable to (i) any Financial Indebtedness owed by acquired entities referred to in the adjustment to EBITDA above, and (ii) any Financial Indebtedness incurred to finance the acquisition of such entities, in each case calculated as if all such debt had been incurred at the beginning of the relevant test period; and (iii) increased on a pro forma basis by an amount equal to the Net Interest Bearing Debt directly attributable to any Financial Indebtedness incurred under any Subsequent Bonds, calculated as if such debt had been incurred at the beginning of the relevant test period.

Calculation Adjustments. (a) For the purpose If any amendment, waiver or exercise of the Maintenance Covenants, the figures for EBITDA and Net Finance Charges any right under any Senior Financing Agreement or any transaction in relation to DA Approved Hedging would (but for the Relevant Period ending on operation of this clause) have had the relevant Reference Date shall be used but adjusted so thateffect of materially increasing the Senior Debt Liabilities and such amendment, consent, waiver, increase or transaction: (i) entities acquired or disposed of by the Group during the Relevant Period, or after the end of the Relevant Period but before the relevant testing date, shall be included or excluded (as applicable), pro forma, for the entire Relevant Period; anddid not constitute Permitted Financial Indebtedness; (ii) any entity to be acquired was not in accordance with clause 3.3 of the proceeds from new Financial Indebtedness Liaison Agreement or the Security Trust and Intercreditor Deed; or (iii) was in breach of clause 6.15, then such increase shall be included, pro forma, for deducted from the entire Relevant PeriodSenior Debt Liabilities. (b) For If any amendment, waiver or exercise of any right under any Project Document has the purpose effect of materially increasing the amount of the Maintenance CovenantsDiscontinuation Date Adjusted RCV, the figures for Net Interest Bearing Debt set out Allowable Project Spend and/or the Additional Allowable Project Spend and it is not in the financial statements as accordance with clause 3.3 (Changes to Project Documents or Government Support Package) of the most recent quarter date (including when necessaryLiaison Agreement, financial statements published before the First Issue Date), then such increase shall be useddeducted from the Discontinuation Date Adjusted RCV, but adjusted so that Net Interest Bearing Debt the Allowable Project Spend and/or the Additional Allowable Project Spend (as applicable) for such period shall be:the purposes of the calculation of the Total Compensation Amount. (ic) If the right of the Secretary of State to Discontinue arises during any period when a Failure Event has occurred and has not been Remedied or reduced by to a Remedy Event, then an amount equal to any Allowable Project Spend and Additional Allowable Project Spend (except for costs reasonably incurred by IP OpCo in carrying out the Net Interest Bearing Debt directly attributable IP Make Safe Activities in accordance with the Approved Discontinuation Plan) which IP OpCo incurs during the period when a Failure Event has occurred and has not been Remedied or reduced to any Financial Indebtedness a Remedy Event until the Discontinuation Notice is issued shall be deducted from the Discontinuation Date Adjusted RCV, Allowable Project Spend and/or Additional Allowable Project Spend (as applicable) for the purposes of the Issuer calculation of the Total Compensation Amount. Once the Failure Event is Remedied or of any other Group Company repaidreduced to a Remedy Event, repurchased or otherwise discharged with respect to the Issuer and the continuing Group Companies with the proceeds from disposals of entities referred to in the adjustment to EBITDA above no further deduction shall apply. (ord) Any hedging liabilities shall, if the Financial Indebtedness is owed by a Group Company that is sold, the Net Interest Bearing Debt for such period directly attributable to the Financial Indebtedness of such Group Company to the extent that they are included in the Issuer definition of "Net Debt" for the purposes of the calculation of Net Debt/Adjusted RCV (in accordance with paragraphs 7 and the continuing Group Companies are no longer liable for such Financial Indebtedness after such sale); 8 of part 2 of schedule 4 (iiSoS Approved Hedging Policy) increased on a pro forma basis by an amount equal to this Agreement) and to the Net Interest Bearing Debt directly attributable extent relating to (i) any Financial Indebtedness owed by acquired entities referred to in the adjustment to EBITDA aboveDA Approved Hedging, be treated as, and (ii) any Financial Indebtedness incurred to finance shall be included in, Senior Debt Liabilities under clause 5.2 but, for the acquisition purposes of such entitiescalculating the Total Compensation Amount only, in each case calculated as if all such debt had been incurred at the beginning of the relevant test period; and (iii) increased on a pro forma basis by an amount equal to the Net Interest Bearing Debt directly attributable to any Financial Indebtedness incurred under any Subsequent Bondsshall not be treated as, calculated as if such debt had been incurred at the beginning of the relevant test periodand shall be excluded from, Breakage Costs.

Calculation Adjustments. (a) For the purposes of calculating Consolidated Total Net Debt for the purposes of the calculation of Leverage in paragraphs (c)(ii) and (d) of the definition of “Permitted Payment” and the definition of “Ratio Debt Amount” and Borrowings for the purpose of calculating Debt Service, for the Maintenance Covenantspurposes of the calculation of the Fixed Charge Cover Ratio in paragraph (c)(iv) of the definition of “Permitted Payment”, the figures for EBITDA and Net Finance Charges for the Relevant Period ending on the relevant Reference Date following adjustments shall be used but adjusted so thatmade: (i) entities acquired or disposed Borrowings shall be calculated by reference to the Borrowings outstanding on the date of the relevant calculation (such Borrowings being the “Additional Borrowings” and date of the relevant calculation being the “Calculation Date”) (and not by reference to those outstanding on the Group during the Relevant Period, or after the end last day of the Relevant Period in respect of which the accounts by which the calculation of Leverage is to be made were delivered); (ii) all committed but before undrawn term facilities (for the relevant testing dateavoidance of doubt, excluding the Super Senior Facilities) available to the Group (or any member thereof) on the Calculation Date shall be included or excluded assumed to have been drawn down in full and constitute Borrowings (as applicablethe “Committed Term Facility Drawings”), pro forma, for the entire Relevant Period; and (iiiii) the Financial Indebtedness of any company, business, undertaking or collection of assets which is the target of a future Permitted Acquisition (the “Future Target Entity”) which has not yet completed but in respect of which the Group (or any member thereof) is legally committed, which it is anticipated will remain outstanding immediately following the completion of such acquisition, will be included as Borrowings (to the extent they fall within the definition of “Borrowings”) and the sources and uses of funds (including (without double counting) any entity anticipated Borrowings) in respect of such future Permitted Acquisition will be taken into account in the calculation of Consolidated Total Net Debt (all such anticipated Borrowings being the “Future Borrowings”), and in calculating the Fixed Charge Cover Ratio for the purposes referred to above, (x) finance charges (calculated on the same basis as Finance Charges) in respect of the Borrowings referred to in paragraphs (i) to (iii) (inclusive) above shall be taken into account by assuming that such Borrowings had been outstanding for the applicable Relevant Period and (y) any interest income accrued as a receivable (whether or not paid) on cash and Cash Equivalent Investments anticipated to be acquired with on the proceeds from new Financial Indebtedness balance sheet of the Future Target Entity immediately following completion of a Permitted Acquisition referred to in paragraph (iii) above shall be included, pro forma, deducted from such finance charges (on the same basis as deducted in the calculation of Finance Charges) by assuming that such cash and Cash Equivalent Investments had been held as cash and Cash Equivalent Investments for the entire applicable Relevant Period. (b) For the purpose purposes of calculating Consolidated Pro Forma EBITDA for the Maintenance Covenants, the figures for Net Interest Bearing Debt set out in the financial statements as of the most recent quarter date (including when necessary, financial statements published before the First Issue Date), shall be used, but adjusted so that Net Interest Bearing Debt for such period shall bepurposes of: (i) reduced by an amount equal the calculation of Leverage in: (A) paragraph (g)(vi) of the definition of “Permitted Acquisition”; and/or (B) paragraph (b)(ii) of Clause 2.2 (Accordion Facility); where adjustments are being made in respect of the calculation of Leverage as contemplated in paragraphs (a)(i), (ii) and/or (iii) above; and/or (ii) the calculation of the Fixed Charge Cover Ratio in paragraph (c)(iv) of the definition of “Permitted Payment” where adjustments are being made in respect of the calculation of Borrowings as contemplated in paragraphs (a)(i), (ii) and/or (iii) above, the pro forma effect of the use of the Additional Borrowings and the anticipated use of the Committed Term Facility Drawings, the Drawn Proceeds and/or the Future Borrowings shall be taken into account such that the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of each relevant Future Target Entity for the twelve month period falling immediately prior to the Net Interest Bearing Debt directly attributable Group legally committing to the relevant acquisition (adjusted pro forma to take into account any applicable Pro Forma Synergies) (assuming completion of the acquisition has occurred), and the Pro Forma Synergies from any Group Initiatives to be funded from such drawings, proceeds and/or borrowings, shall be included in the calculation of Consolidated Pro Forma EBITDA. (c) For the purposes of calculating Consolidated Pro Forma EBITDA for the purposes of the calculation of Leverage in paragraphs (c)(ii) and (d) of the definition of “Permitted Payment” where adjustments are being made in respect of the calculation of Leverage as contemplated in paragraphs (a)(i), (ii) and/or (iii) above, the pro forma effect of the use of the Additional Borrowings and the anticipated use of the Committed Term Facility Drawings, the Drawn Proceeds and/or the Future Borrowings shall be taken into account such that the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of each relevant Future Target Entity for the twelve month period falling immediately prior to the Group legally committing to the relevant acquisition (assuming completion of the acquisition has occurred), shall be included in the calculation of Consolidated Pro Forma EBITDA. (d) With respect to any acquisition (a “Relevant Acquisition”), for the purposes of determining: (i) whether any Financial Indebtedness of the Issuer or of any other Group Company repaid, repurchased or otherwise discharged that is being incurred in connection with respect such Relevant Acquisition is permitted to the Issuer and the continuing Group Companies be incurred in compliance with the proceeds from disposals of entities referred to in the adjustment to EBITDA above (or, if the Financial Indebtedness is owed by a Group Company that is sold, the Net Interest Bearing Debt for such period directly attributable to the Financial Indebtedness of such Group Company to the extent the Issuer and the continuing Group Companies are no longer liable for such Financial Indebtedness after such sale)Finance Documents; (ii) increased on whether any Security or Quasi-Security in connection with such Relevant Acquisition is permitted in compliance with the Finance Documents; (iii) any calculation of the ratios or financial metrics, including Consolidated EBITDA, Consolidated Pro Forma EBITDA, Leverage, and/or Fixed Charge Coverage Ratio; and (iv) whether a Default or Event of Default is continuing, would result or otherwise exists, at the option of the Parent, the date that any commitment (unilateral or otherwise) or offer with respect to such Relevant Acquisition is made (the “Transaction Agreement Date”), may be used as the applicable date of determination (rather than any other date specified under this Agreement), in each case with such pro forma basis adjustments as are appropriate and consistent with the Finance Documents. The calculation or testing of any ratios or financial metrics (including Consolidated EBITDA, Consolidated Pro Forma EBITDA, Leverage and/or Fixed Charge Coverage Ratio) as of a Transaction Agreement Date shall be by an amount equal reference to the Net Interest Bearing Debt directly attributable most recent Quarter Date for which Financial Statements have been delivered pursuant to the terms of this Agreement prior to the relevant Transaction Agreement Date, provided that if no Financial Statements have yet been delivered since the Closing Date, references to the most recent Quarter Date shall be replaced with the Closing Date, using the financial information as set out in the Base Case Model and for any calculation or testing of any such ratios or financial metrics (including Consolidated EBITDA, Consolidated Pro Forma EBITDA, Leverage and/or Fixed Charge Coverage Ratio), and in all cases with such pro forma adjustments as are appropriate and consistent with the Finance Documents. (e) For the avoidance of doubt, if the Parent elects to use a Transaction Agreement Date as the applicable date of determination in accordance with the foregoing: (i) any Financial Indebtedness owed by acquired entities referred to fluctuation or change in the adjustment Consolidated EBITDA, Consolidated Pro Forma EBITDA and/or Fixed Charge Coverage from the relevant Transaction Agreement Date to EBITDA above, and (ii) any Financial Indebtedness incurred to finance the acquisition date of consummation of such entities, Relevant Acquisition will not be taken into account for purposes of determining whether such Relevant Acquisition or any other transaction undertaken in each case calculated as if all connection with such debt had been incurred at Relevant Acquisition is permitted or for the beginning purposes of determining compliance by the relevant test periodGroup with any other provision of this Agreement; and (iii) increased on a pro forma basis by an amount equal to the Net Interest Bearing Debt directly attributable to any Financial Indebtedness incurred under any Subsequent Bonds, calculated as if such debt had been incurred at the beginning of the relevant test period.

Calculation Adjustments. (a) For the purpose of the Maintenance Covenants, the ‌ 15.7.1 The figures for EBITDA and Net Finance Charges for the Relevant Period ending on the relevant Reference Date shall be used but adjusted so that: (i) entities acquired or disposed of by the Group during the Relevant Period, or after the end of the Relevant Period but before the relevant testing date, shall be included or excluded (as applicable), pro forma, for the entire Relevant Period; and (ii) any entity to be acquired with the proceeds from new Financial Indebtedness shall be included, pro forma, for the entire Relevant Period. (b) For the purpose of the Maintenance Covenants, the figures for Net Interest Bearing Debt set out in the financial statements as of the most recent quarter date Quarter Date (including when necessary, financial statements published before the First Issue Date), shall be used, but adjusted so that:‌ (a) entities acquired or disposed (i) during a test period or (ii) after the end of the test period but before the relevant testing date, will be included or excluded (as applicable) pro forma for the entire test period; (b) any entity to be acquired with the proceeds from any new Financial Indebtedness in respect of which the Incurrence Test is being tested shall be included, pro forma, for the entire test period; and (c) the pro forma calculation of EBITDA takes into account net cost savings and other reasonable cost reduction synergies, which has been certified, based on reasonable assumptions, by the chief financial officer of the Group, in any financial year in aggregate not exceeding ten (10) per cent. of EBITDA of the Group (including all acquisitions made during the relevant financial year), as the case may be, realisable for the Group within twelve (12) months from the acquisition as a result of acquisitions of entities referred to in paragraph (a) above. 15.7.2 The figures for Net Interest Payable set out in the financial statements as of the most recent Quarter Date (including when necessary, financial statements published before the First Issue Date), shall be used, but adjusted so that Net Interest Bearing Debt Payable for such period shall be: (ia) reduced by an amount equal to the Net Interest Bearing Debt Payable directly attributable to any Financial Indebtedness of the Issuer or of any other Group Company repaid, repurchased repurchased, defeased or otherwise discharged with respect to the Issuer and the continuing Group Companies with the proceeds from disposals of entities referred to in the adjustment to EBITDA above paragraph (a) in Clause 15.7.1 (or, if the Financial Indebtedness is owed by a Group Company that is sold, the Net Interest Bearing Debt Payable for such period directly attributable to the Financial Indebtedness of such Group Company to the extent the Issuer and the continuing Group Companies are no longer liable for such Financial Indebtedness after such sale); (iib) increased on a pro forma basis by an amount equal to the Net Interest Bearing Debt Payable directly attributable to (i) any Financial Indebtedness owed by acquired entities referred to in paragraph (a) in Clause 15.7.1 if the adjustment Acquired Debt it to EBITDA above, be tested under the Incurrence Test pursuant to paragraph (o) of the definition of “Permitted Debt” and (ii) any Financial Indebtedness incurred to finance the acquisition of such entitiesentities (however, excluding utilisations under the Super Senior RCF made for the purpose of financing such acquisitions), in each case calculated as if all such debt had been incurred at the beginning of the relevant test period; and (iiic) increased on a pro forma basis by an amount equal to the Net Interest Bearing Debt Payable directly attributable to any Financial Indebtedness incurred under any Subsequent Bondsincurred, calculated as if such debt had been incurred at the beginning of the relevant test period.