Basket. Subject in all respects to [Section 10.4(a)(iii)], the Sellers shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Losses pursuant to Section 10.1(a) unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, Four Hundred Twenty-Five Thousand Dollars (US $425,000), and then only to the extent such Losses exceed such amount; provided, however, that the foregoing limitation shall not apply to or otherwise limit the indemnification obligations of any Seller with respect to any Losses of the Buyer Indemnified Parties resulting from, in connection with or arising from any inaccuracy in or breach of any Selected Seller Representation. With respect to any Losses arising out of a breach of [Section 4.8(a)] relating to an item of Personal Property, if the replacement cost of such Personal Property is less than Ten Thousand Dollars ($10,000), then such Losses shall not be taken into account when calculating the remaining Basket, and Sellers shall not have any obligation to compensate Buyer for any such individual Loss which is less than Ten Thousand Dollars ($10,000). With respect to any Losses arising out of # [Section 10.1(c)] relating to “Pending Employment-Related Matters and Compliance Issues” as set forth on [Schedule 1.2], Sellers shall not have any obligation to compensate Buyer for any such Losses unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, One Hundred Thousand Dollars (US $100,000), and then only to the extent such Losses exceed such amount, and # the Janesville Acoustics Contract Issues, Sellers shall not have any obligation to compensate Buyer for any such Losses unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, One Hundred Thousand Dollars (US $100,000), and then only to the extent such Losses exceed such amount.

Negative Covenant Basket Classification. For purposes of determining compliance with the provisions of [Sections 7.02, 7.05, 7.06, and 7.13]3]3]3], in the event that a transaction restricted by any such Section meets the criteria of more than one of the permitted categories of restricted transactions described therein, the Borrower may, in its sole discretion, classify or later divide, classify or reclassify all or a portion of such transaction in a manner that complies with the requirements of such Section, and will only be required to include the amount and type of such transaction in one or more of such permitted categories; provided, however, that no such reclassification of a transaction may be made in reliance on a “ratio-based” basket if the ratio required by such basket was not satisfied at the time such transaction was originally consummated. In addition, when calculating a combination of fixed amounts and amounts permitted under ratio-based tests in concurrent transactions, a single transaction or a series of related transactions under a single covenant, any ratio-based tests under such covenant shall be calculated without giving effect to the utilization of such fixed amounts.

Basket [Section 9.2(c)(i)]

(this [clause (j)], the “General Asset Sale Basket”);

SECTION # Pro Forma Calculations; Limited Condition Acquisitions; Basket and Ratio Compliance.

“General Asset Sale Basket” has the meaning specified in [Section 7.05(j)].

“Unsecured Basket Base Amount” is defined in [Section 7.3(A)(x)] hereof.

Notwithstanding any other provision of this Article XI to the contrary, the Seller Indemnified Parties shall not receive indemnification pursuant to [Section 11.3] until the sum of the aggregate amount of Losses under [Section 11.3] exceeds an amount equal to the Basket Amount, after which the Seller Indemnified Parties shall be entitled to receive indemnification for all Losses above the Basket Amount.

“Builder Basket” has the meaning assigned to such term in clause (a)(ii) of the definition of “Available Amount.”

any proceeds of Specified Equity Contributions will be disregarded for all other purposes under the Loan Documents (including calculating Consolidated Adjusted EBITDA for purposes of determining basket levels, pricing (including the Applicable Rate and the Applicable Commitment Fee) and other items governed by reference to Consolidated Adjusted EBITDA or any ratio-based basket, and for purposes of the Restricted Payments covenant in [Section 7.06] and the other negative covenants); and