Common use of Calculation of Total Leverage Ratio and Interest Coverage Ratio Clause in Contracts

Calculation of Total Leverage Ratio and Interest Coverage Ratio. The above Total Leverage Ratio and Interest Coverage Ratio shall be calculated in the same manner as such ratios are required to be calculated in accordance with the applicable terms of the Jarden Credit Agreement, as such applicable terms are in effect on the Amendment No. 4 Date (or as such applicable terms may be amended thereafter pursuant to an effective amendment to the Jarden Credit Agreement executed or consented to in writing by (A) SunTrust Bank or the Administrator (or any Affiliate of SunTrust Bank or the Administrator) as a lender thereunder or hereunder and (B) Xxxxx Fargo (or any Affiliate of Xxxxx Fargo) as a lender thereunder or hereunder, including, without limitation, (i) ascribing to the terms that are components of Total Leverage Ratio and Interest Coverage Ratio the same meanings ascribed to them in the Jarden Credit Agreement, (ii) using the applicable methodologies set forth in Sections 1.03 and 1.04 of the Jarden Credit Agreement, and (iii) taking into account any exercise of (and timing with respect to) the “Cure Right” and “Cure Amount” (as each such term is defined in the Jarden Credit Agreement) pursuant to and in accordance with Section 7.13(c) of the Jarden Credit Agreement, in each case of the above clauses (i), (ii) and (iii) as such component terms, the term “Cure Right”, “Cure Amount” and Sections of the Jarden Credit Agreement are in effect on the Amendment No. 4 Date or as they may be amended thereafter pursuant to an effective amendment to the Jarden Credit Agreement executed or consented to in writing by (i) SunTrust Bank or the Administrator (or any Affiliate of SunTrust Bank or the Administrator) as a lender thereunder or hereunder and (ii) Xxxxx Fargo (or any Affiliate of Xxxxx Fargo) as a lender thereunder or hereunder. At any time during the continuance of any Servicer Event of Default or an Amortization Event, the Administrator may, in its discretion or at the direction of any Lender, notify the Servicer in writing of the revocation of its appointment as the Servicer hereunder. Upon revocation of the Servicer’s appointment hereunder, the Administrator shall appoint a successor Servicer. The Servicer agrees that upon receipt of written notification from the Administrator of the revocation of the Servicer’s appointment as the Servicer hereunder, the Servicer shall upon the written request of the Administrator (which request may be contained in the notification of revocation) (i) notify all Obligors under the Receivables to make payment thereof to a bank account(s) or post office box designated by the Administrator and specified in such notice, and (ii) pay to the Administrator (or its designee) immediately all Collections then held or thereafter received by the Servicer or the applicable Originator of Receivables, together with all other payment obligations of the Servicer hereunder owing to any Lender or the Administrator. The Servicer shall, at its sole cost and expense, cooperate with and assist the successor the Servicer (including, without limitation, providing access to, and transferring, all Receivable Files and all records (including data-processing records) relating thereto (which shall be held in trust for the benefit of the parties hereto in accordance with their respective interests) and, to the extent permissible, allowing the successor Servicer to use all licenses, hardware or software necessary or desirable to collect the Receivables) (it being understood and agreed that Jarden shall use its best efforts to obtain permission for such successor Servicer’s use of such software). Jarden irrevocably agrees to act (if requested to do so) as the data-processing agent for the successor Servicer (in substantially the same manner as Jarden conducted such data-processing functions while it acted as the Servicer). All costs and expenses incurred by the Servicer, successor Servicer, the Lenders, Administrator or their respective counsel in connection with any transfer of servicing are for the account of Jarden and the Borrower, jointly and severally.

Calculation of Total Leverage Ratio and Interest Coverage Ratio. The above Total Leverage Ratio and Interest Coverage Ratio shall be calculated in the same manner as such ratios are required to be calculated in accordance with the applicable terms of the Jarden Credit Agreement, as such applicable terms are in effect on the Amendment No. 4 Date Agreement (or as such applicable terms may be amended thereafter pursuant to an effective amendment to the Jarden Credit Agreement executed or consented to in writing by (A) SunTrust Bank or the Administrator (or any Affiliate of SunTrust Bank or the Administrator) as a lender thereunder or hereunder and (B) Xxxxx Fargo (or any Affiliate of Xxxxx Fargo) as a lender thereunder or hereunder, including, without limitation, (i) ascribing to the terms that are components of Total Leverage Ratio and Interest Coverage Ratio the same meanings ascribed to them in the Jarden Credit Agreement, (ii) using the applicable methodologies set forth in in. Sections 1.03 and 1.04 of the Jarden Credit Agreement, and (iii) taking into account any exercise of (and timing with respect to) the “Cure Right” and “Cure Amount” (as each such term is defined in the Jarden Credit Agreement) pursuant to and in accordance with Section 7.13(c) of the Jarden Credit Agreement, in each case of the above clauses (i), (ii) and (iii) as such component terms, the term “Cure Right”, “Cure Amount” and Sections of the Jarden Credit Agreement are in effect on the Amendment No. 4 Date date of the Jarden Credit Agreement or as they may be amended thereafter pursuant to an effective amendment to the Jarden Credit Agreement executed or consented to in writing by (i) SunTrust Bank or the Administrator (or any Affiliate of SunTrust Bank or the Administrator) as a lender thereunder or hereunder and (ii) Xxxxx Fargo (or any Affiliate of Xxxxx Fargo) as a lender thereunder or hereunder. At any time during the continuance of any Servicer Event of Default or an Amortization Event, the Administrator may, in its discretion or at the direction of any Lender, notify the Servicer in writing of the revocation of its appointment as the Servicer hereunder. Upon revocation of the Servicer’s appointment hereunder, the Administrator shall appoint a successor Servicer. The Servicer agrees that upon receipt of written notification from the Administrator of the revocation of the Servicer’s appointment as the Servicer hereunder, the Servicer shall upon the written request of the Administrator (which request may be contained in the notification of revocation) (i) notify all Obligors under the Receivables to make payment thereof to a bank account(s) or post office box designated by the Administrator and specified in such notice, and (ii) pay to the Administrator (or its designee) immediately all Collections then held or thereafter received by the Servicer or the applicable Originator of Receivables, together with all other payment obligations of the Servicer hereunder owing to any Lender or the Administrator. The Servicer shall, at its sole cost and expense, cooperate with and assist the successor the Servicer (including, without limitation, providing access to, and transferring, all Receivable Files and all records (including data-processing records) relating thereto (which shall be held in trust for the benefit of the parties hereto in accordance with their respective interests) and, to the extent permissible, allowing the successor Servicer to use all licenses, hardware or software necessary or desirable to collect the Receivables) (it being understood and agreed that Jarden shall use its best efforts to obtain permission for such successor Servicer’s use of such software). Jarden irrevocably agrees to act (if requested to do so) as the data-processing agent for the successor Servicer (in substantially the same manner as Jarden conducted such data-processing functions while it acted as the Servicer). All costs and expenses incurred by the Servicer, successor Servicer, the Lenders, Administrator or their respective counsel in connection with any transfer of servicing are for the account of Jarden and the Borrower, jointly and severally.

Calculation of Total Leverage Ratio and Interest Coverage Ratio. The above Total Leverage Ratio and Interest Coverage Ratio shall be calculated in the same manner as such ratios are required to be calculated in accordance with the applicable terms of the Jarden Credit Agreement, as such applicable terms are in effect on the Amendment No. 4 Date (or as such applicable terms may be amended thereafter pursuant to an effective amendment to the Jarden Credit Agreement executed or consented to in writing by (A) SunTrust Bank or the Administrator (or any Affiliate of SunTrust Bank or the Administrator) as a lender thereunder or hereunder and (B) Xxxxx Fargo (or any Affiliate of Xxxxx Fargo) as a lender thereunder or hereunderthereunder), including, without limitation, (i) ascribing to the terms that are components of Total Leverage Ratio and Interest Coverage Ratio the same meanings ascribed to them in the Jarden Credit Agreement, (ii) using the applicable methodologies set forth in Sections 1.03 and 1.04 of the Jarden Credit Agreement, and (iii) taking into account any exercise of (and timing with respect to) the “Cure Right” and “Cure Amount” (as each such term is defined in the Jarden Credit Agreement) pursuant to and in accordance with Section 7.13(c) of the Jarden Credit Agreement, in each case of the above clauses (i), (ii) and (iii) as such component terms, the term “Cure Right”, “Cure Amount” and Sections of the Jarden Credit Agreement are in effect on the Amendment No. 4 Date or as they may be amended thereafter pursuant to an effective amendment to the Jarden Credit Agreement executed or consented to in writing by (i) SunTrust Bank or the Administrator (or any Affiliate of SunTrust Bank or the Administrator) as a lender thereunder or hereunder and (ii) Xxxxx Fargo (or any Affiliate of Xxxxx Fargothereunder) as a lender thereunder or hereunder. At any time during the continuance of any Servicer Event of Default or an Amortization Event, the Administrator may, in its discretion or at the direction of any Lender, notify the Servicer in writing of the revocation of its appointment as the Servicer hereunder. Upon revocation of the Servicer’s appointment hereunder, the Administrator shall appoint a successor Servicer. The Servicer agrees that upon receipt of written notification from the Administrator of the revocation of the Servicer’s appointment as the Servicer hereunder, the Servicer shall upon the written request of the Administrator (which request may be contained in the notification of revocation) (i) notify all Obligors under the Receivables to make payment thereof to a bank account(s) or post office box designated by the Administrator and specified in such notice, and (ii) pay to the Administrator (or its designee) immediately all Collections then held or thereafter received by the Servicer or the applicable Originator of Receivables, together with all other payment obligations of the Servicer hereunder owing to any Lender or the Administrator. The Servicer shall, at its sole cost and expense, cooperate with and assist the successor the Servicer (including, without limitation, providing access to, and transferring, all Receivable Files and all records (including data-processing records) relating thereto (which shall be held in trust for the benefit of the parties hereto in accordance with their respective interests) and, to the extent permissible, allowing the successor Servicer to use all licenses, hardware or software necessary or desirable to collect the Receivables) (it being understood and agreed that Jarden shall use its best efforts to obtain permission for such successor Servicer’s use of such software). Jarden irrevocably agrees to act (if requested to do so) as the data-processing agent for the successor Servicer (in substantially the same manner as Jarden conducted such data-processing functions while it acted as the Servicer). All costs and expenses incurred by the Servicer, successor Servicer, the Lenders, Administrator or their respective counsel in connection with any transfer of servicing are for the account of Jarden and the Borrower, jointly and severallythereunder.

Calculation of Total Leverage Ratio and Interest Coverage Ratio. The above Total Leverage Ratio and Interest Coverage Ratio shall be calculated in the same manner as such ratios are required to be calculated in accordance with the applicable terms of the Jarden Credit Agreement, as such applicable terms are in effect on the Amendment No. 4 Date (or as such applicable terms may be amended thereafter pursuant to an effective amendment to the Jarden Credit Agreement executed or consented to in writing by (A) SunTrust Bank each Lender hereunder as a Lender hereunder or the Administrator (or any Affiliate of SunTrust Bank or the Administrator) as a lender thereunder or hereunder and (B) Xxxxx Fargo (or any Affiliate of Xxxxx Fargo) as a lender thereunder or hereunderthereunder, including, without limitation, (i) ascribing to the terms that are components of Total Leverage Ratio and Interest Coverage Ratio the same meanings ascribed to them in the Jarden Credit Agreement, (ii) using the applicable methodologies set forth in Sections 1.03 and 1.04 of the Jarden Credit Agreement, and (iii) taking into account any exercise of (and timing with respect to) the “Cure Right” and “Cure Amount” (as each such term is defined in the Jarden Credit Agreement) pursuant to and in accordance with Section 7.13(c) of the Jarden Credit Agreement, in each case of the above clauses (i), (ii) and (iii) as such component terms, the term “Cure Right”, “Cure Amount” and Sections of the Jarden Credit Agreement are in effect on the Amendment No. 4 Date date of the Jarden Credit Agreement or as they may be amended thereafter pursuant to an effective amendment to the Jarden Credit Agreement executed or consented to in writing by (i) SunTrust Bank each Lender hereunder as a Lender hereunder or the Administrator (or any Affiliate of SunTrust Bank or the Administrator) as a lender thereunder or hereunder and (ii) Xxxxx Fargo (or any Affiliate of Xxxxx Fargo) as a lender thereunder or hereunderthereunder. At any time during the continuance of any Servicer Event of Default or an Amortization Event, the Administrator may, in its discretion or at the direction of any Lender, notify the Servicer in writing of the revocation of its appointment as the Servicer hereunder. Upon revocation of the Servicer’s appointment hereunder, the Administrator shall appoint a successor Servicer. The Servicer agrees that upon receipt of written notification from the Administrator of the revocation of the Servicer’s appointment as the Servicer hereunder, the Servicer shall upon the written request of the Administrator (which request may be contained in the notification of revocation) (i) notify all Obligors under the Receivables to make payment thereof to a bank account(s) or post office box designated by the Administrator and specified in such notice, and (ii) pay to the Administrator (or its designee) immediately all Collections then held or thereafter received by the Servicer or the applicable Originator of Receivables, together with all other payment obligations of the Servicer hereunder owing to any Lender, the Issuing Lender or the Administrator. The Servicer shall, at its sole cost and expense, cooperate with and assist the successor the Servicer (including, without limitation, providing access to, and transferring, all Receivable Files and all records (including data-processing records) relating thereto (which shall be held in trust for the benefit of the parties hereto in accordance with their respective interests) and, to the extent permissible, allowing the successor Servicer to use all licenses, hardware or software necessary or desirable to collect the Receivables) (it being understood and agreed that Jarden shall use its best efforts to obtain permission for such successor Servicer’s use of such software). Jarden irrevocably agrees to act (if requested to do so) as the data-processing agent for the successor Servicer (in substantially the same manner as Jarden conducted such data-processing functions while it acted as the Servicer). All costs and expenses incurred by the Servicer, successor Servicer, the Lenders, Administrator or their respective counsel in connection with any transfer of servicing are for the account of Jarden and the Borrower, jointly and severally.