Common use of Financial Condition Covenant Clause in Contracts

Financial Condition Covenant. Notwithstanding anything to the contrary contained herein, in the event the Borrower fails to comply with the requirements of the covenant as set forth in Section 7.1(a) (the “Financial Condition Covenant”) as at the last day of any fiscal quarter (a fiscal quarter ending on such day, a “Curable Period”), after the Closing Date until the expiration of the 10th Business Day subsequent to the date the financial statements are required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to the period ending on the last day of such fiscal quarter, Holdings or its direct or indirect parent shall have the right (the “Cure Right”) to issue Capital Stock (other than Disqualified Capital Stock) for cash (the proceeds received by Holdings and contributed in cash as common equity to the Borrower as a result of such issuance, the “Cure Amount”). Upon the receipt by the Borrower of cash in an amount equal to the Cure Amount pursuant to the exercise of such Cure Right the Financial Condition Covenant shall be recalculated giving effect to the following pro forma adjustments: (A) Consolidated EBITDA for the Curable Period shall be increased, solely for the purpose of measuring the Financial Condition Covenant for such fiscal quarter and for applicable subsequent periods which include such fiscal quarter, and disregarded for any other purpose under this Agreement (including determining the availability of any baskets and step-downs), by an amount equal to the Cure Amount; and (B) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Condition Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Condition Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Condition Covenant which had occurred shall be deemed cured for all purposes of this Agreement.

Financial Condition Covenant. Notwithstanding anything With respect to the contrary contained herein, in the event the Borrower fails to comply with the requirements of the covenant as set forth in Section 7.1(a) (the “Financial Condition Covenant”) as at the last day of any fiscal quarter (a fiscal quarter ending on such day, a “Curable Period”), after the Closing Date until the expiration of the 10th Business Day subsequent Borrower, solely to the date the financial statements are required to be delivered pursuant to Sections 6.1(a) extent that any Revolving Loan or (b), as applicable, with respect to the period ending any drawn and unreimbursed Letter of Credit is outstanding on the last day of such fiscal quarter: (a) Permit the Total Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Borrower to exceed 4.50:1.00. (b) Notwithstanding the above, Holdings or its direct or indirect parent the parties hereto acknowledge and agree that, solely for purposes of the calculations made in determining compliance with this Section 7.1, any cash equity contribution (which equity shall have the right (the “Cure Right”) to issue Capital Stock (other than Disqualified Capital Stock) for cash (the proceeds received by Holdings and contributed in cash as be common equity or other equity having terms reasonably satisfactory to the Administrative Agent and the Lenders) made to the Borrower as after the end of a result fiscal quarter and on or prior to the day that is 10 days after the day on which financial statements are required to be delivered with respect to such fiscal quarter will, at the request of the Borrower, be included in the calculation of Consolidated EBITDA for purposes of determining compliance with Section 7.1(a) at the end of such issuancefiscal quarter and each applicable subsequent period (any such equity contribution, a “Specified Equity Contribution”); provided that (i) there shall not be two consecutive fiscal quarters in which a Specified Equity Contribution is made, (ii) there shall be no more than four Specified Equity Contributions made during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Loan Parties to be in compliance with the Financial Covenant, (iv) a Specified Equity Contribution shall only be included in the computation of the Financial Covenant for purposes of determining compliance by the Borrower with the Financial Covenant and not for any other purpose under this Agreement (including, without limitation, availability under any baskets with respect to any covenants set forth herein) and (v) during the period commencing on the date that the Borrower has failed to comply with a Financial Covenant and ending on the date that a Specified Equity Contribution is made resulting in the Borrower having been in compliance with such financial covenant, the “Cure Amount”)Borrower shall not be entitled to request, and the Lenders and Issuing Lender shall not be required to make or issue, any Revolving Loan or Letter of Credit, respectively. Upon the receipt by the Borrower making of cash in an amount equal to the Cure Amount pursuant to the exercise of such Cure Right a Specified Equity Contribution, the Financial Condition Covenant shall be recalculated giving effect to the following pro forma adjustments: (A) increase in Consolidated EBITDA for the Curable Period EBITDA; provided that any reduction of Consolidated Indebtedness resulting from such Specified Equity Contribution shall be increased, solely disregarded for the purpose purposes of measuring determining compliance with the Financial Condition Covenant for such fiscal quarter and for applicable subsequent periods which include such fiscal quarter, and disregarded for any other purpose under this Agreement (including determining the availability of any baskets and step-downs), by an amount equal to the Cure Amount; and (B) ifCovenant. If, after giving effect to the foregoing recalculationssuch recalculation, the Borrower shall then be Loan Parties are in compliance with the requirements of the Financial Condition Covenant, the Borrower Loan Parties shall be deemed to have satisfied the requirements of the Financial Condition Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Condition Covenant which had occurred shall be deemed cured for all purposes of this Agreement.

Financial Condition Covenant. Notwithstanding anything to the contrary contained herein, in the event the Borrower fails Group Members fail to comply with the requirements of the covenant as set forth in Section 7.1(a) (the “Financial Condition Covenant”) as at the last day of any fiscal quarter (a fiscal quarter ending on such day, a “Curable Period”), after the Closing Date at any time during such Curable Period and until the expiration of the 10th Business Day subsequent to the date the financial statements are certificate calculating the Financial Condition Covenant is required to be delivered pursuant to Sections 6.1(aSection 6.2(a) or (b), as applicable, with respect to the period Test Period ending on the last day of such fiscal quarterCurable Period, Holdings or its direct or indirect parent the Borrower shall have the right (the “Cure Right”) to issue Capital Stock (other than Disqualified Capital Stock) Permitted Cure Securities for cash or otherwise receive cash contributions in respect of Permitted Cure Securities (the such proceeds received by Holdings and contributed in cash as common equity to the Borrower as a result of such issuance, or such other cash contributions, the “Cure Amount”). Upon the receipt by the Borrower of cash in an amount equal to the Cure Amount pursuant to the exercise of such Cure Right Right, the Financial Condition Covenant shall be recalculated giving effect to the following pro forma adjustments: (A) Consolidated EBITDA for the Curable Period shall be increased, solely for the purpose of measuring the Financial Condition Covenant for such fiscal quarter and for applicable subsequent periods which include such fiscal quarterCovenant, and disregarded for any other purpose under this Agreement (including determining the Applicable Margin, the Applicable Commitment Fee Rate, the availability of any baskets and step-downsdowns and for determining whether any financial ratio-based condition has been satisfied), by an amount equal to the Cure Amount; and (B) if, after giving effect to the foregoing recalculations, the Borrower Group Members shall then be in compliance with the requirements of the Financial Condition Covenant, the Borrower Group Members shall be deemed to have satisfied the requirements of the Financial Condition Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Condition Covenant which had occurred (or would have occurred) shall be deemed cured for all purposes of this AgreementSection 7.1.

Financial Condition Covenant. Notwithstanding anything to the contrary contained herein, in the event the Borrower fails Group Members fail to comply with the requirements of the covenant as set forth in Section 7.1(a) (the “Financial Condition Covenant”) as at the last day of any fiscal quarter (a fiscal quarter ending on such day, a “Curable Period”), after the Closing Date at any time during such Curable Period and until the expiration of the 10th 15th Business Day subsequent to the date the financial statements are certificate calculating the Financial Condition Covenant is required to be delivered pursuant to Sections 6.1(aSection 6.2(a) or (b), as applicable, with respect to the period Test Period ending on the last day of such fiscal quarterCurable Period, Holdings or its direct or indirect parent the Borrower shall have the right (the “Cure Right”) to issue Capital Stock (other than Disqualified Capital Stock) Permitted Cure Securities for cash or otherwise receive cash contributions in respect of Permitted Cure Securities (the such proceeds received by Holdings and contributed in cash as common equity to the Borrower as a result of such issuance, or such other cash contributions, the “Cure Amount”). Upon the receipt by the Borrower of cash in an amount equal to the Cure Amount pursuant to the exercise of such Cure Right Right, the Financial Condition Covenant shall be recalculated giving effect to the following pro forma adjustments: (A) Consolidated EBITDA for the Curable Period shall be increased, solely for the purpose of measuring the Financial Condition Covenant for such fiscal quarter and for applicable subsequent periods which include such fiscal quarterCovenant, and disregarded for any other purpose under this Agreement (including determining the Applicable Margin, the Applicable Commitment Fee Rate, the availability of any baskets and step-downsdowns and for determining whether any financial ratio-based condition has been satisfied), by an amount equal to the Cure Amount; and (B) if, after giving effect to the foregoing recalculations, the Borrower Group Members shall then be in compliance with the requirements of the Financial Condition Covenant, the Borrower Group Members shall be deemed to have satisfied the requirements of the Financial Condition Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Condition Covenant which had occurred (or would have occurred) shall be deemed cured for all purposes of this AgreementSection 7.1.

Financial Condition Covenant. Notwithstanding anything to the contrary contained herein, in the event the Borrower fails Group Members fail to comply with the requirements of the covenant as set forth in Section 7.1(a) (the “Financial Condition Covenant”) as at the last day of any fiscal quarter (a fiscal quarter ending on such day, a “Curable Period”), after the Closing Date at any time during such Curable Period and until the expiration of the 10th 15th Business Day subsequent to the date the financial statements are certificate calculating the Financial Condition Covenant is required to be delivered pursuant to Sections 6.1(aSection 6.2(a) or (b), as applicable, with respect to the period Test Period ending on the last day of such fiscal quarterCurable Period, Holdings or its direct or indirect parent the Borrower shall have the right (the “Cure Right”) to issue Capital Stock (other than Disqualified Capital Stock) Permitted Cure Securities for cash or otherwise receive cash contributions in respect of Permitted Cure Securities (the such proceeds received by Holdings and contributed in cash as common equity to the Borrower as a result of such issuance, or such other cash contributions, the “Cure Amount”). Upon the receipt by the Borrower of cash in an amount equal to the Cure Amount pursuant to the exercise of such Cure Right Right, the Financial Condition Covenant shall be recalculated giving effect to the following pro forma adjustments: (A) Consolidated EBITDA for the Curable Period shall be increased, solely for the purpose of measuring the Financial Condition Covenant for such fiscal quarter and for applicable subsequent periods which include such fiscal quarterCovenant, and disregarded for any other purpose under this Agreement (including determining the Applicable Margin, the Applicable Commitment Fee Rate, the availability of any baskets and stepstep- downs and for determining whether any financial ratio-downsbased condition has been satisfied), by an amount equal to the Cure Amount; and (B) if, after giving effect to the foregoing recalculations, the Borrower Group Members shall then be in compliance with the requirements of the Financial Condition Covenant, the Borrower Group Members shall be deemed to have satisfied the requirements of the Financial Condition Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Condition Covenant which had occurred (or would have occurred) shall be deemed cured for all purposes of this AgreementSection 7.1.