Calculation of Amounts. (a) In the event that any action or transaction meets the criteria of one or more than one of the categories of exceptions, thresholds or baskets pursuant to any applicable covenant in Article VII, such action or transaction (or portion thereof) may be divided and classified, and later (on one or more occasions) be redivided and/or reclassified under one or more of such exceptions, thresholds or baskets of the same covenant as the Borrower may elect from time to time, including reclassifying any utilization of fixed (which may be specified as a percentage of TTM Consolidated EBITDA or otherwise subject to grower components) exceptions, thresholds or baskets (for purposes of this Section 1.5, “fixed baskets”) as incurred under any available incurrence-based exception, threshold or basket (including any exception or basket requiring compliance with a specified First Lien Net Leverage Ratio, Senior Secured Net Leverage Ratio or Total Net Leverage Ratio) (for purposes of this Section 1.5, “incurrence-based baskets”), and if any applicable ratios or financial tests for such incurrence-based baskets would be satisfied at any time in any subsequent fiscal quarter, such reclassification shall be deemed to have automatically occurred at such time if not elected by the Borrower. (b) In the event any fixed baskets are intended to be utilized together with any incurrence-based baskets in a single transaction or series of related transactions, (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of any Indebtedness, Liens or other applicable transaction or action to be incurred under any incurrence-based baskets shall first be calculated without giving effect to amounts being utilized pursuant to any fixed baskets, but giving full Pro Forma Effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed baskets, any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments, and (ii) thereafter, incurrence of the portion of such Indebtedness, Liens or other applicable transaction or action to be incurred under any fixed baskets shall be calculated.
Appears in 4 contracts
Samples: Credit and Guaranty Agreement (RadNet, Inc.), First Lien Credit and Guaranty Agreement (RadNet, Inc.), First Lien Credit and Guaranty Agreement (RadNet, Inc.)
Calculation of Amounts. (a) In For the event purpose of calculating any person’s share of any sum payable to or by it, each Transaction Agent shall be entitled to:
(i) notionally convert any or all of the Secured Obligations owed to any person into a common base currency (decided in its discretion by the Security Agent), that notional conversion to be made at the spot rate, at which the Security Agent is able (in its ordinary course of business) to purchase the notional base currency with the actual currency in which such Secured Obligations owing to such person are denominated, at the time at which that calculation is to be made; and
(ii) assume that all amounts paid or distributed by such Transaction Agent to any Secured Party (or, in the case of the Security Agent, assume that any action amount paid or transaction meets distributed by the criteria Security Agent to the Facility Agent for the account of one or more than one any Finance Party) for application towards the discharge of any Secured Obligations have been applied in discharge of such Secured Obligations in accordance with the terms of the categories of exceptions, thresholds or baskets pursuant to any applicable covenant in Article VII, Transaction Documents under which such action or transaction (or portion thereof) may be divided and classified, and later (on one or more occasions) be redivided and/or reclassified under one or more of such exceptions, thresholds or baskets of the same covenant as the Borrower may elect from time to time, including reclassifying any utilization of fixed (which may be specified as a percentage of TTM Consolidated EBITDA or otherwise subject to grower components) exceptions, thresholds or baskets (for purposes of this Section 1.5, “fixed baskets”) as incurred under any available incurrence-based exception, threshold or basket (including any exception or basket requiring compliance with a specified First Lien Net Leverage Ratio, Senior Secured Net Leverage Ratio or Total Net Leverage Ratio) (for purposes of this Section 1.5, “incurrence-based baskets”), and if any applicable ratios or financial tests for such incurrence-based baskets would be satisfied at any time in any subsequent fiscal quarter, such reclassification shall be deemed to Obligations have automatically occurred at such time if not elected by the Borrowerarisen.
(b) In The Security Agent shall be entitled to rely on any information provided by the event Facility Agent as to the amount and/or nature of any fixed baskets are intended amount due but unpaid to be utilized together any Finance Party (other than the Security Agent) under any Finance Document.
(c) Each of the Swap Counterparties and the Transaction Warrant Holders shall promptly provide each Transaction Agent upon request with information as to the amount and nature of any incurrence-based baskets in a single transaction or series of related transactionsamount due but unpaid to it by any Obligor under any Transaction Document, and (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of any Indebtedness, Liens or other applicable transaction or action each Transaction Agent shall be entitled to be incurred under any incurrence-based baskets shall first be calculated without giving effect to amounts being utilized pursuant to any fixed baskets, but giving full Pro Forma Effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed baskets, any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments, rely on such information so provided and (ii) thereafterif any such Swap Counterparty or Transaction Warrant Holder shall have failed to provide such information promptly upon such request by any Transaction Agent, incurrence of such Transaction Agent shall be entitled to assume that no amount is due but unpaid to such Swap Counterparty or (as the portion case may be) Transaction Warrant Holder at the time of such Indebtednessrequest.
(d) Without prejudice to paragraphs (b) and (c), Liens each Secured Party shall supply such information that the Security Agent may reasonably specify as being necessary or other applicable transaction or action desirable to be incurred under any fixed baskets shall be calculatedenable the Security Agent to perform its functions as Security Agent.
Appears in 2 contracts
Samples: Security Trust Deed (SinoTech Energy LTD), Security Trust Deed (SinoTech Energy LTD)