Common use of Calculation Adjustments Clause in Contracts

Calculation Adjustments. (a) If any amendment, waiver or exercise of any right under any Senior Financing Agreement or any transaction in relation to DA Approved Hedging would (but for the operation of this clause) have had the effect of materially increasing the Senior Debt Liabilities and such amendment, consent, waiver, increase or transaction: (i) did not constitute Permitted Financial Indebtedness; (ii) was not in accordance with clause 3.3 of the Liaison Agreement or the Security Trust and Intercreditor Deed; or (iii) was in breach of clause 6.15, then such increase shall be deducted from the Senior Debt Liabilities. (b) If any amendment, waiver or exercise of any right under any Project Document has the effect of materially increasing the amount of the Discontinuation Date Adjusted RCV, the Allowable Project Spend and/or the Additional Allowable Project Spend and it is not in accordance with clause 3.3 (Changes to Project Documents or Government Support Package) of the Liaison Agreement, then such increase shall be deducted from the Discontinuation Date Adjusted RCV, the Allowable Project Spend and/or the Additional Allowable Project Spend (as applicable) for the purposes of the calculation of the Total Compensation Amount. (c) 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 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 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 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 calculation of the Total Compensation Amount. Once the Failure Event is Remedied or reduced to a Remedy Event, no further deduction shall apply. (d) Any hedging liabilities shall, to the extent that they are included in the definition of "Net Debt" for the purposes of the calculation of Net Debt/Adjusted RCV (in accordance with paragraphs 7 and 8 of part 2 of schedule 4 (SoS Approved Hedging Policy) to this Agreement) and to the extent relating to DA Approved Hedging, be treated as, and shall be included in, Senior Debt Liabilities under clause 5.2 but, for the purposes of calculating the Total Compensation Amount only, shall not be treated as, and shall be excluded from, Breakage Costs.

Calculation Adjustments. (a) If any amendmentFor the purpose of the Maintenance Covenants, waiver or exercise of any right under any Senior Financing Agreement or any transaction in relation to DA Approved Hedging would (but the figures for EBITDA and Net Finance Charges for the operation of this clause) have had Relevant Period ending on the effect of materially increasing the Senior Debt Liabilities and such amendment, consent, waiver, increase or transactionrelevant Reference Date shall be used but adjusted so that: (i) did not constitute Permitted 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 IndebtednessIndebtedness 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) was not 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 accordance with clause 3.3 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 Liaison Agreement or the Security Trust and Intercreditor Deedrelevant test period; orand (iii) was in breach of clause 6.15, then such increase shall be deducted from the Senior Debt Liabilities. (b) If any amendment, waiver or exercise of any right under any Project Document has the effect of materially increasing the amount of the Discontinuation Date Adjusted RCV, the Allowable Project Spend and/or the Additional Allowable Project Spend and it is not in accordance with clause 3.3 (Changes to Project Documents or Government Support Package) of the Liaison Agreement, then such increase shall be deducted from the Discontinuation Date Adjusted RCV, the Allowable Project Spend and/or the Additional Allowable Project Spend (as applicable) for the purposes of the calculation of the Total Compensation Amount. (c) If the right of the Secretary of State to Discontinue arises during any period when increased on a Failure Event has occurred and has not been Remedied or reduced to a Remedy Event, then pro forma basis by an amount equal to the Net Interest Bearing Debt directly attributable to any Allowable Project Spend and Additional Allowable Project Spend (except for costs reasonably Financial Indebtedness incurred by IP OpCo in carrying out under any Subsequent Bonds, calculated as if such debt had been incurred at the 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 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 beginning of the calculation of the Total Compensation Amount. Once the Failure Event is Remedied or reduced to a Remedy Event, no further deduction shall applyrelevant test period. (d) Any hedging liabilities shall, to the extent that they are included in the definition of "Net Debt" for the purposes of the calculation of Net Debt/Adjusted RCV (in accordance with paragraphs 7 and 8 of part 2 of schedule 4 (SoS Approved Hedging Policy) to this Agreement) and to the extent relating to DA Approved Hedging, be treated as, and shall be included in, Senior Debt Liabilities under clause 5.2 but, for the purposes of calculating the Total Compensation Amount only, shall not be treated as, and shall be excluded from, Breakage Costs.

Calculation Adjustments. (a) If any amendment, waiver or exercise For the purposes of any right under any Senior Financing Agreement or any transaction in relation to DA Approved Hedging would (but calculating Consolidated Total Net Debt for the operation of this clause) have had the effect of materially increasing the Senior Debt Liabilities and such amendment, consent, waiver, increase or transaction: (i) did not constitute Permitted Financial Indebtedness; (ii) was not in accordance with clause 3.3 purposes of the Liaison Agreement or the Security Trust calculation of Leverage in paragraphs (c)(ii) and Intercreditor Deed; or (iii) was in breach of clause 6.15, then such increase shall be deducted from the Senior Debt Liabilities. (b) If any amendment, waiver or exercise of any right under any Project Document has the effect of materially increasing the amount of the Discontinuation Date Adjusted RCV, the Allowable Project Spend and/or the Additional Allowable Project Spend and it is not in accordance with clause 3.3 (Changes to Project Documents or Government Support Packaged) of the Liaison Agreementdefinition of “Permitted Payment” and the definition of “Ratio Debt Amount” and Borrowings for the purpose of calculating Debt Service, then such increase shall be deducted from the Discontinuation Date Adjusted RCV, the Allowable Project Spend and/or the Additional Allowable Project Spend (as applicable) for the purposes of the calculation of the Fixed Charge Cover Ratio in paragraph (c)(iv) of the definition of “Permitted Payment”, the following adjustments shall be made: (i) 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 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 undrawn term facilities (for the avoidance of doubt, excluding the Super Senior Facilities) available to the Group (or any member thereof) on the Calculation Date shall be assumed to have been drawn down in full and constitute Borrowings (the “Committed Term Facility Drawings”); and (iii) 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 anticipated Borrowings) in respect of such future Permitted Acquisition will be taken into account in the calculation of Consolidated Total Compensation AmountNet 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 on the balance sheet of the Future Target Entity immediately following completion of a Permitted Acquisition referred to in paragraph (iii) above shall be 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 applicable Relevant Period. (b) For the purposes of calculating Consolidated Pro Forma EBITDA for the purposes of: (i) 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 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) If For the right purposes of the Secretary of State to Discontinue arises during any period when a Failure Event has occurred and has not been Remedied or reduced 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 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 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) calculating Consolidated Pro Forma EBITDA for the purposes of the calculation of Leverage in paragraphs (c)(ii) and (d) of the Total Compensation Amount. Once definition of “Permitted Payment” where adjustments are being made in respect of the Failure Event is Remedied or reduced 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 a Remedy Eventthe Group legally committing to the relevant acquisition (assuming completion of the acquisition has occurred), no further deduction shall applybe included in the calculation of Consolidated Pro Forma EBITDA. (d) Any hedging liabilities shall, With respect to the extent that they are included in the definition of "Net Debt" for the purposes of the calculation of Net Debt/Adjusted RCV any acquisition (in accordance with paragraphs 7 and 8 of part 2 of schedule 4 (SoS Approved Hedging Policy) to this Agreement) and to the extent relating to DA Approved Hedging, be treated as, and shall be included in, Senior Debt Liabilities under clause 5.2 buta “Relevant Acquisition”), for the purposes of calculating determining: (i) whether any Financial Indebtedness that is being incurred in connection with such Relevant Acquisition is permitted to be incurred in compliance with the Total Compensation Amount onlyFinance Documents; (ii) 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 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 reference to the 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 fluctuation or change in the Consolidated EBITDA, Consolidated Pro Forma EBITDA and/or Fixed Charge Coverage from the relevant Transaction Agreement Date to the date of consummation of such Relevant Acquisition will not be treated as, and shall be excluded from, Breakage Costs.taken into account for purposes of determining whether such Relevant Acquisition or any other transaction undertaken in connection with such Relevant Acquisition is permitted or for the purposes of determining compliance by the Group with any other provision of this Agreement; and