Common use of Additional Financial Covenants Clause in Contracts

Additional Financial Covenants. If the Company shall at any time enter into one or more agreements pursuant to which Indebtedness in an aggregate principal amount greater than $25,000,000 shall be outstanding and such agreement contains one or more financial covenants which are more restrictive on the Company and its Subsidiaries than the financial covenants contained in Section 9.9 of this Agreement, then such more restrictive financial covenants and any related definitions (the “Additional Financial Covenants”) shall automatically be deemed to be incorporated into Section 9.9 of this Agreement by reference from the time such other agreement becomes binding upon the Company until such time as such other Indebtedness is repaid in full and all commitments related thereto are terminated; provided, that if at the time of any such repayment or the termination of any such commitment a Default or Event of Default shall exist under this Agreement, then such Additional Financial Covenants shall continue in full force and effect under this Agreement so long as such Default or Event of Default continues to exist. So long as such Additional Financial Covenants shall be in effect, no modification or waiver of such Additional Financial Covenants shall be effective unless the Required Holders shall have consented thereto pursuant to Section 17.1 hereof. Promptly but in no event more than 5 Business Days following the execution of any agreement providing for Additional Financial Covenants, the Company shall furnish each Holder with a copy of such agreement. Upon written request of the Required Holders, the Company will enter into an amendment to this Agreement pursuant to which this Agreement will be formally amended to incorporate the Additional Financial Covenants on the terms set forth herein.

Additional Financial Covenants. If the Company shall at any time enter into one or more agreements (including any amendment of an existing agreement) pursuant to which Indebtedness Senior Funded Debt in an aggregate principal amount greater than $25,000,000 30,000,000 shall be outstanding and such agreement contains one or more financial covenants which are more restrictive on the Company and its Subsidiaries than the financial covenants contained in Section 9.9 of this Agreement, then such more restrictive financial covenants and any related definitions (the “Additional Financial Covenants”) shall automatically be deemed to be incorporated into Section 9.9 § 5 of this Agreement (including § 5.15(f) and (g)) by reference and § 6.1(e) shall be deemed to be amended to include such Additional Financial Covenants from the time such other agreement becomes binding upon the Company until such time as such other Indebtedness Senior Funded Debt is repaid in full and all commitments related thereto are terminated; provided, that if at the time of any such repayment or the termination of any such commitment a Default or Event of Default shall exist under this Agreement, then such Additional Financial Covenants covenants shall continue in full force and effect under this Agreement so long as such Default or Event of Default continues to exist. So long as such Additional Financial Covenants shall be in effect, no modification or waiver of such Additional Financial Covenants shall be effective unless the Required Holders of at least 51% in aggregate principal amount of the Notes shall have consented thereto pursuant to Section 17.1 § 7.1 hereof. Promptly but in no event more than 5 10 Business Days following the execution of any agreement providing for Additional Financial Covenants, the Company shall furnish each Holder holder of the Notes with a copy of such agreement. Upon written request of the Required HoldersHolders of at least 51% in aggregate principal amount of the Notes, the Company will enter into an amendment to this Agreement pursuant to which this Agreement will be formally amended to incorporate the Additional Financial Covenants on the terms set forth herein.

Additional Financial Covenants. If the Company Borrower shall at any time enter into one or more agreements pursuant to which Indebtedness in an aggregate principal amount greater than $25,000,000 shall be outstanding and such agreement contains one or more financial covenants which are more restrictive on the Company Borrower and its Subsidiaries than the financial covenants contained in Section 9.9 7.11 of this Agreement, then such more restrictive financial covenants and any related definitions (the “Additional Financial Covenants”) shall automatically be deemed to be incorporated into Section 9.9 7.11 of this Agreement by reference from the time such other agreement becomes binding upon the Company Borrower until such time as such other Indebtedness is repaid in full and all commitments related thereto are terminated; provided, that if at the time of any such repayment or the termination of any such commitment a Default or Event of Default shall exist under this Agreement, then such Additional Financial Covenants shall continue in full force and effect under this Agreement so long as such Default or Event of Default continues to exist. So long as such Additional Financial Covenants shall be in effect, no modification or waiver of such Additional Financial Covenants shall be effective unless the Required Holders Lenders shall have consented thereto pursuant to Section 17.1 12.12 hereof. Promptly but in no event more than 5 Business Days following the execution of any agreement providing for Additional Financial Covenants, the Company Borrower shall furnish each Holder Administrative Agent with a copy of such agreement. Upon written request of the Required HoldersLenders, the Company Borrower will enter into an amendment to this Agreement pursuant to which this Agreement will be formally amended to incorporate the Additional Financial Covenants on the terms set forth herein.

Additional Financial Covenants. If the Company shall at any time enter after the date of this Agreement any Major Credit Facility that is outstanding on the date of this Agreement is amended or modified or a Major Credit Facility is entered into one after the date of this Agreement that, in either case, shall include, or more agreements pursuant to which Indebtedness in an aggregate principal amount greater than $25,000,000 shall be outstanding and such agreement contains one amended or otherwise modified to include, any Financial Covenant that is not provided for in this Agreement, or is more financial covenants which are favorable to the Major Credit Facility Lenders or is more restrictive on the Company and its Subsidiaries (the “Most Favored Provision”) than the financial covenants contained Financial Covenants provided for in Section 9.9 of this Agreement, then the Company shall provide written notice of such more restrictive financial covenants and any related definitions fact to each holder of Notes within five (5) Business Days thereof. Thereupon, unless waived in writing by the “Additional Financial Covenants”Required Holders within ten (10) Business Days of each holder’s receipt of such notice, such Most Favored Provision shall automatically be deemed to be incorporated into Section 9.9 of this Agreement by reference from into this Agreement, mutatis mutandis (with such modifications thereof as may be necessary to give the time holders of Notes substantially the same benefits and protections afforded the Major Credit Facility Lenders under such other agreement becomes binding upon Major Credit Facility), as if set forth fully herein and, notwithstanding Section 17.1, without any further action on the part of the Company until or any other Person being required. Notwithstanding the foregoing, the Company agrees to enter into such documentation as the Required Holders may reasonably request to evidence the amendments provided for in this Section 9.7. At such time as such other Indebtedness is repaid a Major Credit Facility has been terminated, all commitments thereunder cancelled and all liabilities existing thereunder paid in full (other than unasserted contingent liabilities and all commitments related thereto are terminatedobligations), any Most Favored Provision set forth in such Major Credit Facility that has been incorporated and/or amended into this Agreement, as applicable, pursuant to this Section 9.7 shall automatically terminate without any further action on the part of the Company or any other Person being required; providedprovided that, that if at the any time of any such repayment or the termination of any such commitment a Default or Event of Default shall exist under this Agreementhas occurred and is continuing, then the incorporation and/or amendment of such Additional Financial Covenants shall continue in full force and effect under Most Favored Provision into this Agreement so long as such Default or Event of Default continues to exist. So long as such Additional Financial Covenants shall be in effect, no modification or waiver of such Additional Financial Covenants shall be effective not terminate unless the Required Holders shall have consented thereto pursuant to Section 17.1 hereofsuch termination in writing, which written consent shall not be unreasonably withheld or delayed. Promptly but At such time as any Most Favored Provision is amended (whether or not such amendment is more favorable to the Major Credit Facility Lenders or is more restrictive on the Company), removed or terminated under an existing Major Credit Facility, such Most Favored Provision set forth in no event more than 5 Business Days following the execution of any agreement providing for Additional Financial Covenants, the Company shall furnish each Holder with a copy of such agreement. Upon written request of the Required Holders, the Company will enter Major Credit Facility that has been incorporated and/or amended into an amendment to this Agreement pursuant to which this Section 9.7 shall automatically be amended, removed or terminated herefrom accordingly without any further action on the part of the Company or any other Person being required; provided that, at any time a Default or Event of Default has occurred and is continuing, such Most Favored Provision shall not be amended, removed or terminated in this Agreement will unless the Required Holders shall have consented to such amendment, removal or termination in writing, which written consent shall not be formally amended to incorporate unreasonably withheld or delayed. Notwithstanding the Additional foregoing and for the avoidance of doubt, none of the Financial Covenants expressly set forth in this Agreement on the date hereof, or the defined terms set forth hereinused therein (in each case as modified from time to time pursuant to the terms of Section 17 hereof) shall be deemed terminated, amended, waived or otherwise modified as a result of the addition, termination, amendment, waiver or other modification of any Most Favored Provision.

Additional Financial Covenants. (a) If the Company shall at any time enter into one or more agreements pursuant to which Indebtedness in an aggregate principal amount greater than $25,000,000 10,000,000 shall be outstanding and such agreement contains one or more financial covenants which are more restrictive on the Company and its Subsidiaries than the financial covenants contained in Section 9.9 9.6 of this Agreement, then such more restrictive financial covenants and any related definitions (the “Additional Financial Covenants”) shall automatically be deemed to be incorporated into Section 9.9 9.6 of this Agreement by reference from the time such other agreement becomes binding upon the Company until such time as such other Indebtedness is repaid in full and all commitments related thereto are terminated; provided, that if at the time of any such repayment or the termination of any such commitment a Default or Event of Default shall exist under this Agreement, then such Additional Financial Covenants shall continue in full force and effect under this Agreement so long as such Default or Event of Default continues to exist. So long as such Additional Financial Covenants shall be in effect, no modification or waiver of such Additional Financial Covenants shall be effective unless the Required Holders shall have consented thereto pursuant to Section 17.1 hereof. Promptly but in no event more than 5 Business Days following the execution of any agreement providing for Additional Financial Covenants, the Company shall furnish each Holder with a copy of such agreement. Upon written request of the Required Holders, the Company will enter into an amendment to this Agreement pursuant to which this Agreement will be formally amended to incorporate the Additional Financial Covenants on the terms set forth herein.

Additional Financial Covenants. If the Company Borrower shall at any time enter into one or more agreements pursuant to which Indebtedness in an aggregate principal amount greater than $25,000,000 shall be outstanding and such agreement contains one or more financial covenants which are more restrictive on the Company Borrower and its Subsidiaries than the financial covenants contained in Section 9.9 7.11 of this Agreement, then such more restrictive financial covenants and any related definitions (the “"Additional Financial Covenants”") shall automatically be deemed to be incorporated into Section 9.9 7.11 of this Agreement by reference from the time such other agreement becomes binding upon the Company Borrower until such time as such other Indebtedness is repaid in full and all commitments related thereto are terminated; provided, that if at the time of any such repayment or the termination of any such commitment a Default or Event of Default shall exist under this Agreement, then such Additional Financial Covenants shall continue in full force and effect under this Agreement so long as such Default or Event of Default continues to exist. So long as such Additional Financial Covenants shall be in effect, no modification or waiver of such Additional Financial Covenants shall be effective unless the Required Holders Lenders shall have consented thereto pursuant to Section 17.1 12.12 hereof. Promptly but in no event more than 5 Business Days following the execution of any agreement providing for Additional Financial Covenants, the Company Borrower shall furnish each Holder Administrative Agent with a copy of such agreement. Upon written request of the Required HoldersLenders, the Company Borrower will enter into an amendment to this Agreement pursuant to which this Agreement will be formally amended to incorporate the Additional Financial Covenants on the terms set forth herein.

Additional Financial Covenants. If the Company shall at any time enter into one or more agreements pursuant to which Indebtedness in an aggregate principal amount greater than $25,000,000 shall be outstanding and such agreement contains one or more financial covenants which are more restrictive on the Company and its Subsidiaries than the financial covenants contained in Section 9.9 of this Agreement, then such more restrictive financial covenants and any related definitions (the “"Additional Financial Covenants”") shall automatically be deemed to be incorporated into Section 9.9 of this Agreement by reference from the time such other agreement becomes binding upon the Company until such time as such other Indebtedness is repaid in full and all commitments related thereto are terminated; provided, that if at the time of any such repayment or the termination of any such commitment a Default or Event of Default shall exist under this Agreement, then such Additional Financial Covenants shall continue in full force and effect under this Agreement so long as such Default or Event of Default continues to exist. So long as such Additional Financial Covenants shall be in effect, no modification or waiver of such Additional Financial Covenants shall be effective unless the Required Holders shall have consented thereto pursuant to Section 17.1 hereof. Promptly but in no event more than 5 Business Days following the execution of any agreement providing for Additional Financial Covenants, the Company shall furnish each Holder with a copy of such agreement. Upon written request of the Required Holders, the Company will enter into an amendment to this Agreement pursuant to which this Agreement will be formally amended to incorporate the Additional Financial Covenants on the terms set forth herein.

Additional Financial Covenants. If the Company shall at any time enter into one or more agreements (including any amendment of an existing agreement) pursuant to which Indebtedness Senior Funded Debt in an aggregate principal amount greater than $25,000,000 30,000,000 shall be outstanding and such agreement contains one or more financial covenants which in the reasonable opinion of the Required Holders are more restrictive on the Company and its Consolidated Subsidiaries than the financial covenants contained in Section 9.9 of this Agreement or are not otherwise provided for in this Agreement, then such more restrictive financial covenants and any related definitions (the “Additional Financial Covenants”) shall automatically be deemed to be incorporated into Section 9.9 13 of this Agreement by reference and Section 14.1(c) shall be deemed to be amended to include such Additional Financial Covenants from the time such other agreement becomes binding upon the Company until such time as such other Indebtedness Senior Funded Debt is repaid in full and all commitments related thereto are terminated; provided, that if at the time of any such repayment or the termination of any such commitment a Default or Event of Default shall exist under this Agreement, then such Additional Financial Covenants covenants shall continue in full force and effect under this Agreement so long as such Default or Event of Default continues to exist. So long as such Additional Financial Covenants shall be in effect, no modification or waiver of such Additional Financial Covenants shall be effective unless the Required Holders shall have consented thereto pursuant to Section 17.1 hereof. Promptly but in no event more than 5 10 Business Days following the execution of any agreement providing for Additional Financial Covenants, the Company shall furnish each Holder holder of the Senior Notes with a copy of such agreement. Upon written request of the Required Holders, the Company will enter into an amendment to this Agreement pursuant to which this Agreement will be formally amended to incorporate the Additional Financial Covenants on the terms set forth herein.

Additional Financial Covenants. If the Company shall at any time enter into one or more agreements (including any amendment of an existing agreement) pursuant to which Indebtedness Senior Funded Debt in an aggregate principal amount greater than $25,000,000 30,000,000 shall be outstanding and such agreement contains one or more financial covenants which are more restrictive on the Company and its Subsidiaries than the financial covenants contained in Section 9.9 of this Agreement, then such more restrictive financial covenants and any related definitions (the “Additional Financial Covenants”") shall automatically be deemed to be incorporated into Section 9.9 § 5 of this Agreement (including § 5.15(f) and (g)) by reference and § 6.1(e) shall be deemed to be amended to include such Additional Financial Covenants from the time such other agreement becomes binding upon the Company until such time as such other Indebtedness Senior Funded Debt is repaid in full and all commitments related thereto are terminated; provided, that if at the time of any such repayment or the termination of any such commitment a Default or Event of Default shall exist under this Agreement, then such Additional Financial Covenants covenants shall continue in full force and effect under this Agreement so long as such Default or Event of Default continues to exist. So long as such Additional Financial Covenants shall be in effect, no modification or waiver of such Additional Financial Covenants shall be effective unless the Required Holders of at least 51% in aggregate principal amount of the Notes shall have consented thereto pursuant to Section 17.1 § 7.1 hereof. Promptly but in no event more than 5 10 Business Days following the execution of any agreement providing for Additional Financial Covenants, the Company shall furnish each Holder holder of the Notes with a copy of such agreement. Upon written request of the Required HoldersHolders of at least 51% in aggregate principal amount of the Notes, the Company will enter into an amendment to this Agreement pursuant to which this Agreement will be formally amended to incorporate the Additional Financial Covenants on the terms set forth herein.

Additional Financial Covenants. If the Company shall at any time enter into one or more agreements pursuant to which Indebtedness in an aggregate principal amount greater than $25,000,000 shall be outstanding and such agreement contains one or more financial covenants which are more restrictive on the Company and its Subsidiaries than the financial covenants contained in Section 9.9 of this Agreement, then such more restrictive financial covenants and any related definitions (the “Additional Financial Covenants”) shall automatically be deemed to be incorporated into Section 9.9 of this Agreement by reference from the time such other agreement becomes binding upon the Company until such time as such other Indebtedness is repaid in full and all commitments related thereto are terminated; provided, that if at the time of any such repayment or the termination of any such commitment a Default or Event of Default shall exist under this Agreement, then such Additional Financial Covenants shall continue in full force and effect under this Agreement so long as such Default or Event of Default continues to exist. So long as such Additional Financial Covenants shall be in effect, no ANNEX A-34 modification or waiver of such Additional Financial Covenants shall be effective unless the Required Holders shall have consented thereto pursuant to Section 17.1 hereof. Promptly but in no event more than 5 Business Days following the execution of any agreement providing for Additional Financial Covenants, the Company shall furnish each Holder with a copy of such agreement. Upon written request of the Required Holders, the Company will enter into an amendment to this Agreement pursuant to which this Agreement will be formally amended to incorporate the Additional Financial Covenants on the terms set forth herein.

Additional Financial Covenants. If the Company Borrower shall at any time enter into one or more agreements pursuant to which Indebtedness in an aggregate principal amount greater than $25,000,000 shall be outstanding and such agreement contains one or more financial covenants which are more restrictive on the Company Borrower and its Subsidiaries than the financial covenants contained in Section 9.9 6.11 of this Agreement, then such more restrictive financial covenants and any related definitions (the “"Additional Financial Covenants”") shall automatically be deemed to be incorporated into Section 9.9 6.11 of this Agreement by reference from the time such other agreement becomes binding upon the Company Borrower until such time as such other Indebtedness is repaid in full and all commitments related thereto are terminated; provided, that if at the time of any such repayment or the termination of any such commitment a Default or Event of Default shall exist under this Agreement, then such Additional Financial Covenants shall continue in full force and effect under this Agreement so long as such Default or Event of Default continues to exist. So long as such Additional Financial Covenants shall be in effect, no modification or waiver of such Additional Financial Covenants shall be effective unless the Required Fixed Rate Note Holders shall have consented thereto pursuant to Section 17.1 10.1 hereof. Promptly but in no event more than 5 Business Days following the execution of any agreement providing for Additional Financial Covenants, the Company Borrower shall furnish each Fixed Rate Note Holder with a copy of such agreement. Upon written request of the Required Fixed Rate Note Holders, the Company Borrower will enter into an amendment to this Agreement pursuant to which this Agreement will be formally amended to incorporate the Additional Financial Covenants on the terms set forth herein.

Additional Financial Covenants. If the Company Borrower shall at any time enter into one or more agreements pursuant to which Indebtedness in an aggregate principal amount greater than $25,000,000 shall be outstanding and such agreement contains one or more financial covenants which are more restrictive on the Company Borrower and its Subsidiaries than the financial covenants contained in Section 9.9 6.11 of this Agreement, then such more restrictive financial covenants and any related definitions (the “Additional Financial Covenants”) shall automatically be deemed to be incorporated into Section 9.9 6.11 of this Agreement by reference from the time such other agreement becomes binding upon the Company Borrower until such time as such other Indebtedness is repaid in full and all commitments related thereto are terminated; provided, that if at the time of any such repayment or the termination of any such commitment a Default or Event of Default shall exist under this Agreement, then such Additional Financial Covenants shall continue in full force and effect under this Agreement so long as such Default or Event of Default continues to exist. So long as such Additional Financial Covenants shall be in effect, no modification or waiver of such Additional Financial Covenants shall be effective unless the Required Fixed Rate Note Holders shall have consented thereto pursuant to Section 17.1 10.1 hereof. Promptly but in no event more than 5 Business Days following the execution of any agreement providing for Additional Financial Covenants, the Company Borrower shall furnish each Fixed Rate Note Holder with a copy of such agreement. Upon written request of the Required Fixed Rate Note Holders, the Company Borrower will enter into an amendment to this Agreement pursuant to which this Agreement will be formally amended to incorporate the Additional Financial Covenants on the terms set forth herein.

Additional Financial Covenants. If the Company Borrower shall at any time enter into one or more agreements (including any amendment of an existing agreement) pursuant to which Indebtedness Senior Funded Debt in an aggregate principal amount greater than $25,000,000 30,000,000 shall be outstanding and such agreement contains one or more financial covenants which in the reasonable opinion of Administrative Agent are more restrictive on the Company and Borrower or any of its Consolidated Subsidiaries than the financial covenants contained in Section 9.9 of this Agreement or are not otherwise provided for in this Agreement, then such more restrictive financial covenants and any related definitions (the “Additional Financial Covenants”) shall automatically be deemed to be incorporated into Section 9.9 9.1 of this Agreement by reference and Section 10.1(c) shall be deemed to be amended to include such Additional Financial Covenants from the time such other agreement becomes binding upon Borrower or the Company applicable Consolidated Subsidiary until such time as such other Indebtedness Senior Funded Debt is repaid in full and all commitments related thereto are terminated; provided, that if at the time of any such repayment or the termination of any such commitment a Default or Event of Default shall exist under this Agreement, then such Additional Financial Covenants covenants shall continue in full force and effect under this Agreement so long as such Default or Event of Default continues to exist. So long as such Additional Financial Covenants shall be in effect, no modification or waiver of such Additional Financial Covenants shall be effective unless the Required Holders Requisite Lenders shall have consented thereto pursuant to Section 17.1 12.5 hereof. Promptly but in no event more than 5 10 Business Days following the execution of any agreement providing for Additional Financial Covenants, the Company Borrower shall furnish each Holder Administrative Agent with a copy of such agreement. Upon written request of the Required HoldersAdministrative Agent, the Company Borrower will enter into an amendment to this Agreement pursuant to which this Agreement will be formally amended to incorporate the Additional Financial Covenants on the terms set forth herein.

Additional Financial Covenants. If the Company shall at any time enter into one or more agreements (including any amendment of an existing agreement) pursuant to which Indebtedness Senior Funded Debt in an aggregate principal amount greater than $25,000,000 30,000,000 shall be outstanding and such agreement contains one or more financial covenants which are more restrictive on the Company and its Subsidiaries than the financial covenants contained in Section 9.9 of this Agreement, then such more restrictive financial covenants and any related definitions (the “Additional Financial Covenants”) shall automatically be deemed to be incorporated into Section 9.9 §5.7 of this Agreement Agreement) by reference and §6.1(e) shall be deemed to be amended to include such Additional Financial Covenants from the time such other agreement becomes binding upon the Company until such time as such other Indebtedness Senior Funded Debt is repaid in full and all commitments related thereto are terminated; provided, that if at the time of any such repayment or the termination of any such commitment a Default or Event of Default shall exist under this Agreement, then such Additional Financial Covenants covenants shall continue in full force and effect under this Agreement so long as such Default or Event of Default continues to exist. So long as such Additional Financial Covenants shall be in effect, no modification or waiver of such Additional Financial Covenants shall be effective unless the Required Holders of at least 51% in aggregate principal amount of the Notes shall have consented thereto pursuant to Section 17.1 §7.1 hereof. Promptly but in no event more than 5 10 Business Days following the execution of any agreement providing for Additional Financial Covenants, the Company shall furnish each Holder holder of the Notes with a copy of such agreement. Upon written request of the Required HoldersHolders of at least 51% in aggregate principal amount of the Notes, the Company will enter into an amendment to this Agreement pursuant to which this Agreement will be formally amended to incorporate the Additional Financial Covenants on the terms set forth herein.