Common use of Baskets Clause in Contracts

Baskets. (a) Save in respect of the amounts utilised under the Facilities, in the event that any amount or transaction meets the criteria of more than one of the baskets or exceptions set out in this Agreement, the Company, in its sole discretion, will classify and may from time to time reclassify that amount or transaction to a particular basket or exception and will only be required to include that amount or transaction in one of those baskets or exceptions (and an amount or transaction may at the option of the Company be split between different baskets or exceptions) provided that no such reclassification may be made between baskets that are applicable to different covenants. (b) Unless a contrary indication appears, a reference to a basket amount, threshold or limit expressed in sterling includes the equivalent of such amount, threshold or limit in other currencies. (c) When applying monetary limits, baskets, thresholds and other exceptions to the representations, warranties, undertaking and Events of Default under the Finance Documents, the equivalent to an amount in sterling shall be calculated in accordance with paragraph ‎(f) of Clause ‎24.3 (Financial testing and calculations) or, if no such rate is contemplated, deemed to be converted into sterling at the Agent’s Spot Rate of Exchange on the date which is three (3) Business Days before (in the case of incurring an Incremental Facility) the Incremental Facility Commencement Date for the relevant Incremental Facility or (in all other cases) as at the date of the Group incurring or making the relevant disposal, acquisition, investment, lease, loan, debt or guarantee or taking any other relevant action. (d) Any amounts incurred on the basis of any basket, test or permission where an element is set by reference to a percentage of Consolidated EBITDA (“EBITDA Based Basket”) shall (provided that such amounts are, at the time of incurrence, duly and properly incurred in accordance with the relevant basket, test or permission) be treated as having been duly and properly incurred without the incurrence of an Event of Default even in the event that such EBITDA Based Basket subsequently decreases by virtue of operation of that calculation. (e) No Event of Default or breach of any representation and warranty or undertaking under this Agreement or the other Finance Documents shall arise merely as a result of a subsequent change in the sterling equivalent or any other currency specified for any basket due to fluctuations in exchange rates. (f) For any relevant basket set by reference to a Financial Year, yearly period, year from the Closing Date, a calendar year (or similar) (each an “Annual Period”): (i) at the option of the Company, the maximum amount so permitted under such basket during such Annual Period may be increased by: (A) an amount equal to 100 per cent. of the difference (if positive) between the permitted amount in the immediately preceding Annual Period and the amount thereof actually used or applied by the Group during such preceding Annual Period (the “Carry Forward Amount”); and/or (B) an amount equal to 100 per cent. of the permitted amount in the immediately following Annual Period and the permitted amount in such immediately following Annual Period shall be reduced by such corresponding amount (the “Carry Back Amount”); and (ii) to the extent that the maximum amount so permitted under such basket during such Annual Period is increased in accordance with paragraph ‎1.4(f)(i) above, any usage of such basket during such Annual Period shall be deemed to be applied in the following order: (A) first, against the Carry Forward Amount; (B) secondly against the maximum amount so permitted during such Annual Period prior to any increase in accordance with paragraph ‎(i) above; and (C) thirdly against the Carry Back Amount, provided that no Carry Forward Amount may be carried forward for more than one successive Annual Period, save for any Carry Forward Amounts in respect of annual baskets set out in the Section ‎1 (Limitation on Restricted Payments) in Schedule 16 (General Undertakings) (other than the Share Repurchases Basket). (g) In the event that any Applicable Metric required to be determined by reference to a fixed amount or a percentage of Consolidated EBITDA (a “fixed permission”) under this Agreement is intended to be concurrently utilised together with any Applicable Metric required to be determined by reference to a ratio (including by reference to Consolidated Net Leverage or the Consolidated Senior Secured Net Leverage Ratio) (a “ratio-based permission”) under this Agreement in a single Applicable Transaction or series of related Applicable Transactions (including with respect to any Incremental Facilities and/or Indebtedness permitted to be incurred in accordance with this Agreement) then, unless the Company elects otherwise: (i) compliance with, or satisfaction of, any Applicable Metric for the portion of such Applicable Transaction to be incurred under any such ratio-based permission shall first be calculated without giving effect to amounts being incurred pursuant to any fixed permissions, but giving full pro forma effect to all applicable and related transactions (including, subject to the provisions of this Agreement and subject to the foregoing with respect to fixed permissions, any incurrence and redemption or repayment of indebtedness) and all other permitted pro forma adjustments; and (ii) thereafter, incurrence of the portion of such Applicable Transaction to be incurred under any fixed permissions shall be calculated.

Baskets. (a) Save To the extent that a basket which is capped by reference to a Financial Year is not used in respect full during the relevant Financial Year, the unused amount may be carried forward into the immediately following Financial Year (the “Basket Carry Forward Amount”). A Basket Carry Forward Amount may only be carried forward into the immediately following Financial Year and in that Financial Year the amount of the amounts utilised under the Facilities, in relevant basket shall be treated as being used prior to any Basket Carry Forward Amount. (b) In the event that any amount or transaction meets the criteria of more than one of the baskets or exceptions set out in this Agreement, the CompanyObligors’ Agent, in its sole discretion, will classify and may from time to time reclassify that amount or transaction to a particular basket or exception and will only be required to include that amount or transaction in one of those baskets or exceptions (and and, for the avoidance of doubt, an amount or transaction may at the option of the Company Obligors’ Agent be split between different baskets or exceptions) provided that no such reclassification may be made between baskets that are applicable to different covenants). (bc) Unless a contrary indication appears, a reference to a basket amount, threshold or limit expressed in sterling US Dollars includes the equivalent of such amount, threshold or limit in other currencies. (c) When applying monetary limits, baskets, thresholds and other exceptions to the representations, warranties, undertaking and Events of Default under the Finance Documents, the equivalent to an amount in sterling shall be calculated in accordance with paragraph ‎(f) of Clause ‎24.3 (Financial testing and calculations) or, if no such rate is contemplated, deemed to be converted into sterling at the Agent’s Spot Rate of Exchange on the date which is three (3) Business Days before (in the case of incurring an Incremental Facility) the Incremental Facility Commencement Date for the relevant Incremental Facility or (in all other cases) as at the date of the Group incurring or making the relevant disposal, acquisition, investment, lease, loan, debt or guarantee or taking any other relevant action. (d) Any amounts incurred on the basis of any basket, test or permission where an element is set by reference to a percentage an increased or decreased by virtue of Consolidated EBITDA paragraph (e) below (“Adjusted EBITDA Based Basketbased basket”) shall (provided that such amounts are, at the time of incurrence, duly and properly incurred in accordance with the relevant basket, test or permission) be treated as having been duly and properly incurred without the incurrence of an Event of Default even in the event that such Adjusted EBITDA Based Basket based basket subsequently decreases by virtue of operation of that calculationcalculation or paragraph (e) below. (e) No Event If at the time Adjusted EBITDA as evidenced in the most recent Compliance Certificate delivered to the Agent pursuant to clause 24.3 (Provision and contents of Default Compliance Certificate) is shown to have increased or breach decreased by reference to the Structuring EBITDA (the proportion by which such Adjusted EBITDA is so increased being the “Relevant Increase” and the proportion by which such Adjusted EBITDA is so decreased being the “Relevant Decrease”), each of any representation and warranty or undertaking under the Grower Basket amounts in this Agreement shall be increased or decreased by the Relevant Increase or the other Finance Documents Relevant Decrease (as applicable) (the “Proportionate Increase” or the “Proportionate Decrease” (as applicable)). Each Proportionate Increase or Proportionate Decrease (as applicable) shall arise merely be added or subtracted (as a result applicable) to each Grower Basket but, for the avoidance of a subsequent change doubt, disregarding any such previous Proportionate Increase or Proportionate Decrease for the purposes of the revised Grower Basket provided that the amount of each Grower Basket shall not decrease below the levels set out in this Agreement as at the sterling equivalent or any other currency specified for any basket due to fluctuations in exchange rates.date hereof (f) For any relevant basket set by reference to a Financial Year, yearly period, year from the Closing Date, a calendar year purposes of paragraph (or similar) (each an “Annual Period”): (i) at the option of the Company, the maximum amount so permitted under such basket during such Annual Period may be increased by: (A) an amount equal to 100 per cent. of the difference (if positive) between the permitted amount in the immediately preceding Annual Period and the amount thereof actually used or applied by the Group during such preceding Annual Period (the “Carry Forward Amount”); and/or (B) an amount equal to 100 per cent. of the permitted amount in the immediately following Annual Period and the permitted amount in such immediately following Annual Period shall be reduced by such corresponding amount (the “Carry Back Amount”); and (ii) to the extent that the maximum amount so permitted under such basket during such Annual Period is increased in accordance with paragraph ‎1.4(f)(ie) above, any usage of such basket during such Annual Period shall be deemed to be applied in the following order: (A) first, against baskets and amounts are together known as the Carry Forward Amount; (B) secondly against the maximum amount so permitted during such Annual Period prior to any increase in accordance with paragraph ‎(i) above; and (C) thirdly against the Carry Back Amount, provided that no Carry Forward Amount may be carried forward for more than one successive Annual Period, save for any Carry Forward Amounts in respect of annual baskets set out in the Section ‎1 (Limitation on Restricted Payments) in Schedule 16 (General Undertakings) (other than the Share Repurchases Basket). (g) In the event that any Applicable Metric required to be determined by reference to a fixed amount or a percentage of Consolidated EBITDA (a “fixed permissionGrower Baskets”) under this Agreement is intended to be concurrently utilised together with any Applicable Metric required to be determined by reference to a ratio (including by reference to Consolidated Net Leverage or the Consolidated Senior Secured Net Leverage Ratio) (a “ratio-based permission”) under this Agreement in a single Applicable Transaction or series of related Applicable Transactions (including with respect to any Incremental Facilities and/or Indebtedness permitted to be incurred in accordance with this Agreement) then, unless the Company elects otherwise: (i) compliance withthe baskets set out in paragraphs (e), or satisfaction of(m)(ii), any Applicable Metric for the portion of such Applicable Transaction to be incurred under any such ratio-based permission shall first be calculated without giving effect to amounts being incurred pursuant to any fixed permissions, but giving full pro forma effect to all applicable and related transactions (including, subject to the provisions of this Agreement and subject to the foregoing with respect to fixed permissions, any incurrence and redemption or repayment of indebtednessv) and all other permitted pro forma adjustments(x) of Permitted Disposal definition; (ii) the baskets set out in paragraphs (f), (o) and (u) of Permitted Financial Indebtedness definition; (iii) the baskets set out in paragraphs (k)(iii) and (v) of Permitted Guarantee definition; (iv) the basket set out in paragraph (e)(iii) of Permitted Joint Venture definition; (v) the baskets set out in paragraphs (e), (g), (n) and (n)(ii) of Permitted Loan definition; and (iivi) thereafter, incurrence the baskets set out in paragraphs (t) and (w) of the portion of such Applicable Transaction to be incurred under any fixed permissions shall be calculated.Permitted Security definition;

Baskets. (a) Save in respect of the amounts utilised subscribed for under the FacilitiesSeries B, in the event that any amount or transaction meets the criteria of more than one of the baskets or exceptions set out in this Agreement, the Company, in its sole discretion, will classify and may from time to time reclassify that amount or transaction to a particular basket or exception and will only be required to include that amount or transaction in one of those baskets or exceptions (and an amount or transaction may at the option of the Company be split between different baskets or exceptions) provided that no such reclassification may be made between baskets that are applicable to different covenants. (b) Unless a contrary indication appears, a reference to a basket amount, threshold or limit expressed in sterling includes the equivalent of such amount, threshold or limit in other currencies. (c) When applying monetary limits, baskets, thresholds and other exceptions to the representations, warranties, undertaking and Events of Default under the Finance Documents, the equivalent to an amount in sterling shall be calculated in accordance with paragraph ‎(f) of Clause ‎24.3 (Financial testing and calculations) or, if no such rate is contemplated, deemed to be converted into sterling at the Agent’s Spot Rate of Exchange on the date which is three (3) Business Days before (in the case of incurring an Incremental FacilitySeries) the Incremental Facility Series Commencement Date for the relevant Incremental Facility Series or (in all other cases) as at the date of the Group incurring or making the relevant disposal, acquisition, investment, lease, loan, debt or guarantee or taking any other relevant action. (d) Any amounts incurred on the basis of any basket, test or permission where an element is set by reference to a percentage of Consolidated EBITDA (“EBITDA Based Basket”) shall (provided that such amounts are, at the time of incurrence, duly and properly incurred in accordance with the relevant basket, test or permission) be treated as having been duly and properly incurred without the incurrence of an Event of Default even in the event that such EBITDA Based Basket subsequently decreases by virtue of operation of that calculation. (e) No Event of Default or breach of any representation and warranty or undertaking under this Agreement or the other Finance Documents shall arise merely as a result of a subsequent change in the sterling equivalent or any other currency specified for any basket due to fluctuations in exchange rates. (f) For any relevant basket set by reference to a Financial Year, yearly period, year from the Closing Date, a calendar year (or similar) (each an “Annual Period”): (i) at the option of the Company, the maximum amount so permitted under such basket during such Annual Period may be increased by: (A) an amount equal to 100 per cent. of the difference (if positive) between the permitted amount in the immediately preceding Annual Period and the amount thereof actually used or applied by the Group during such preceding Annual Period (the “Carry Forward Amount”); and/or (B) an amount equal to 100 per cent. of the permitted amount in the immediately following Annual Period and the permitted amount in such immediately following Annual Period shall be reduced by such corresponding amount (the “Carry Back Amount”); and (ii) to the extent that the maximum amount so permitted under such basket during such Annual Period is increased in accordance with paragraph ‎1.4(f)(i) above, any usage of such basket during such Annual Period shall be deemed to be applied in the following order: (A) first, against the Carry Forward Amount; (B) secondly against the maximum amount so permitted during such Annual Period prior to any increase in accordance with paragraph ‎(i) above; and (C) thirdly against the Carry Back Amount, provided that no Carry Forward Amount may be carried forward for more than one successive Annual Period, save for any Carry Forward Amounts in respect of annual baskets set out in the Section ‎1 1 (Limitation on Restricted Payments) in Schedule 16 (General Undertakings) (other than the Share Repurchases Basket). (g) In the event that any Applicable Metric required to be determined by reference to a fixed amount or a percentage of Consolidated EBITDA (a “fixed permission”) under this Agreement is intended to be concurrently utilised together with any Applicable Metric required to be determined by reference to a ratio (including by reference to Consolidated Net Leverage or the Consolidated Senior Secured Net Leverage Ratio) (a “ratio-based permission”) under this Agreement in a single Applicable Transaction or series of related Applicable Transactions (including with respect to any Incremental Facilities Series and/or Indebtedness permitted to be incurred in accordance with this Agreement) then, unless the Company elects otherwise: (i) compliance with, or satisfaction of, any Applicable Metric for the portion of such Applicable Transaction to be incurred under any such ratio-based permission shall first be calculated without giving effect to amounts being incurred pursuant to any fixed permissions, but giving full pro forma effect to all applicable and related transactions (including, subject to the provisions of this Agreement and subject to the foregoing with respect to fixed permissions, any incurrence and redemption or repayment of indebtedness) and all other permitted pro forma adjustments; and (ii) thereafter, incurrence of the portion of such Applicable Transaction to be incurred under any fixed permissions shall be calculated.