Common use of Financial Covenant Defaults Clause in Contracts

Financial Covenant Defaults. In the event of a violation of any of the financial covenants set forth in Sections 4.3, 4.4 and 4.5 herein, unless the Requisite Lenders have waived such violation in writing, during the 15-day period immediately following the day on which Borrower was required to deliver to Agent the financial statements and certificates for the quarter with respect to which a violation occurred: (a) the Lenders shall not be required to make any Loans to Borrower; (b) the Agent may not accelerate the repayment of the Loans unless there exists any other Event of Default that has not been cured or waived in writing by the Requisite Lenders; (c) the Requisite Lenders may at their option exercise their right to impose default interest as provided for in this Agreement; and (d) Borrower may cure any such financial covenant default by arranging for its shareholders or other Persons to make an equity contribution of cash to Borrower or a payment under the Sponsor Guaranties (prior to the Sponsor Release Date or the date on which the Sponsor Guaranties have been terminated) in an amount necessary to bring Borrower into compliance with all financial covenants as of the last day of the quarter as of which a violation occurred, provided however, that a cure by an equity contribution of cash as set forth in this clause (d) may only be exercised twice in any one calendar year and may only be exercised four times prior to the Expiry Date. Any such equity contribution or payment under the Sponsor Guaranties shall be applied as a prepayment, to be applied first in prepayment of the Term Loans, pro rata against all remaining scheduled installments, and if the Term Loans shall have been repaid in full, then in prepayment of the Revolving Loan. For purposes of this Section 6.5 only, any such equity contribution of cash or payment under the Sponsor Guaranties made within the 15-day period described above (x) made pursuant to the Sponsor Guaranties (or which reduce the Sponsors’ exposure under the Sponsor Guaranties) and prior to the Sponsor Release Date shall be considered (i) for purposes of determining compliance with Section 4.3 and 4.4, to constitute additional EBITDA earned in the quarter as of which a violation occurred, (ii) for purposes of determining compliance with Section 4.5, to reduce the amount of Total Indebtedness outstanding on the last day of the quarter as of which a violation occurred and (y) made after the Sponsor Release Date shall be considered to constitute additional EBITDA during the immediately preceding quarter; provided that, notwithstanding the foregoing, any equity contributions made prior to the Sponsor Release Date which at the Sponsors’ election evidenced by a writing in form reasonably satisfactory to Agent, will not reduce the Sponsor’s exposure under the Sponsor Guaranties, shall be considered additional EBITDA during the immediately preceding quarter for purposes of determining compliance with Sections 4.3, 4.4 and 4.5. In the event Borrower does not cure all financial covenant violations as provided in this Section 6.5, there shall exist an Event of Default unless waived by the Requisite Banks in writing. (o) Subsection 1.2(A) is amended by replacing the Pricing Table appearing in such subsection with the following Pricing Table: Greater than or equal to 7.50 2.50% 3.00% 3.75% 4.25% Greater than or equal to 6.50:1 but less than 7.50:1 2.25% 2.75% 3.50% 4.00% Greater than or equal to 5.50:1 but less than 6.50:1 2.00% 2.50% 3.25% 3.75% Greater than or equal to 4.75:1 but less than 5.50:1 1.75% 2.25% 3.00% 3.50% Greater than or equal to 4.00:1 but less than 4.75:1 1.50% 2.00% 2.75% 3.25% Greater than or equal to 3.25:1 but less than 4.00:1 1.25% 2.00% 2.50% 3.25% Less than 3.25:1 1.00% 2.00% 2.25% 3.25% (p) Subsection 10.1 is amended by inserting the following definitions in their proper alphabetical order, or, where applicable, replacing an existing definition with the applicable below definition:

Financial Covenant Defaults. In the event of a violation of any of the financial covenants set forth in Sections 4.3, 4.4 and 4.5 herein, unless the Requisite Lenders have waived such violation in writing, during the 15-day period immediately following the day on which Borrower was required to deliver to Agent the financial statements and certificates for the quarter with respect to which a violation occurred: (a) the Lenders shall not be required to make any Loans to Borrower; (b) the Agent may not accelerate the repayment of the Loans unless there exists any other Event of Default that has not been cured or waived in writing by the Requisite Lenders; (c) the Requisite Lenders may at their option exercise their right to impose default interest as provided for in this Agreement; and (d) Borrower may cure any such financial covenant default by arranging for its shareholders or other Persons to make an equity contribution of cash to Borrower or a payment under the Sponsor Guaranties (prior to the Sponsor Release Date or the date on which the Sponsor Guaranties have been terminated) in an amount necessary to bring Borrower into compliance with all financial covenants as of the last day of the quarter as of which a violation occurred; provided, provided however, that a the cure by an equity contribution of cash as right set forth in this clause (d) may only be exercised twice in any one calendar year and may only be exercised four times prior to the Expiry Date. Any such equity contribution or payment under the Sponsor Guaranties shall be applied as a prepayment, to be applied first in prepayment of the Term LoansLoan, pro rata against all remaining scheduled installments, and if the Term Loans Loan shall have been repaid in full, then in prepayment of the Revolving Loan. For purposes of this Section 6.5 only, any such equity contribution of cash or payment under the Sponsor Guaranties made within the 15-day period described above (x) made pursuant to the Sponsor Guaranties (or which reduce the Sponsors’ exposure under the Sponsor Guaranties) and prior to the Sponsor Release Date shall be considered (i) for purposes of determining compliance with Section 4.3 and 4.4, to constitute additional EBITDA earned in the quarter as of which a violation occurred, (ii) for purposes of determining compliance with Section 4.5, to reduce the amount of Total Indebtedness outstanding on the last day of the quarter as of which a violation occurred and (y) made after the Sponsor Release Date shall be considered to constitute additional EBITDA during the immediately preceding quarter; provided that, notwithstanding the foregoing, any equity contributions made prior to the Sponsor Release Date which at the Sponsors’ election evidenced by a writing in form reasonably satisfactory to Agent, will not reduce the Sponsor’s exposure under the Sponsor Guaranties, shall be considered additional EBITDA during the immediately preceding quarter for purposes of determining compliance with Sections 4.3, 4.4 and 4.5. In the event Borrower does not cure all financial covenant violations as provided in this Section 6.5, there shall exist an Event of Default unless waived by the Requisite Banks in writing. (o) Subsection 1.2(A) is amended by replacing the Pricing Table appearing in such subsection with the following Pricing Table: Greater than or equal to 7.50 2.50% 3.00% 3.75% 4.25% Greater than or equal to 6.50:1 but less than 7.50:1 2.25% 2.75% 3.50% 4.00% Greater than or equal to 5.50:1 but less than 6.50:1 2.00% 2.50% 3.25% 3.75% Greater than or equal to 4.75:1 but less than 5.50:1 1.75% 2.25% 3.00% 3.50% Greater than or equal to 4.00:1 but less than 4.75:1 1.50% 2.00% 2.75% 3.25% Greater than or equal to 3.25:1 but less than 4.00:1 1.25% 2.00% 2.50% 3.25% Less than 3.25:1 1.00% 2.00% 2.25% 3.25% (p) Subsection 10.1 is amended by inserting the following definitions in their proper alphabetical order, or, where applicable, replacing an existing definition with the applicable below definition:

Financial Covenant Defaults. In the event of a violation of any of the financial covenants set forth in Sections 4.3, 4.4 and 4.5 herein, unless the Requisite Lenders have waived such violation in writing, during the 15-day period immediately following the day on which Borrower was required to deliver to Agent the financial statements and certificates for the quarter with respect to which a violation occurred: (a) the Lenders shall not be required to make any Loans to Borrower; (b) the Agent may not accelerate the repayment of the Loans unless there exists any other Event of Default that has not been cured or waived in writing by the Requisite Lenders; (c) the Requisite Lenders may at their option exercise their right to impose default interest as provided for in this Agreement; and (d) Borrower may cure any such financial covenant default by arranging for its shareholders or other Persons to make an equity contribution of cash to Borrower or a payment under the Sponsor Guaranties (prior to the Sponsor Release Date or the date on which the Sponsor Guaranties have been terminated) in an amount necessary to bring Borrower into compliance with all financial covenants as of the last day of the quarter as of which a violation occurred; provided, provided however, that a the cure by an equity contribution of cash as right set forth in this clause (d) may only be exercised twice in any one (1) calendar year and may only be exercised four (4) times prior from the Restatement Effective Date to the Expiry Date. Any such equity contribution or payment under the Sponsor Guaranties shall be applied as a prepayment, to be applied first prepayment in prepayment of the Term Loans, pro rata against all remaining scheduled installments, and if the Term Loans shall have been repaid in full, then in prepayment of the Revolving Loanaccordance with subsection 1.5(E). For purposes of this Section 6.5 only, any such equity contribution of cash or payment under the Sponsor Guaranties made within the 15-day period described above (x) made pursuant to the Sponsor Guaranties (or which reduce the Sponsors’ exposure under the Sponsor Guaranties) and prior to the Sponsor Release Date shall be considered (i) for purposes of determining compliance with Section 4.3 and 4.4, to constitute additional EBITDA earned in the quarter as of which a violation occurred, (ii) for purposes of determining compliance with Section 4.5, to reduce the amount of Total Indebtedness outstanding on the last day of the quarter as of which a violation occurred and (y) made after the Sponsor Release Date shall be considered to constitute additional EBITDA during the immediately preceding quarter; provided that, notwithstanding the foregoing, any equity contributions made prior to the Sponsor Release Date which at the Sponsors’ election evidenced by a writing in form reasonably satisfactory to Agent, will not reduce the Sponsor’s exposure under the Sponsor Guaranties, shall be considered additional EBITDA during the immediately preceding quarter for purposes of determining compliance with Sections 4.3, 4.4 and 4.5. In the event Borrower does not cure all financial covenant violations as provided in this Section 6.5, there shall exist an Event of Default unless waived by the Requisite Banks Lenders in writing. (o) Subsection 1.2(A) is amended by replacing the Pricing Table appearing in such subsection with the following Pricing Table: Greater than or equal to 7.50 2.50% 3.00% 3.75% 4.25% Greater than or equal to 6.50:1 but less than 7.50:1 2.25% 2.75% 3.50% 4.00% Greater than or equal to 5.50:1 but less than 6.50:1 2.00% 2.50% 3.25% 3.75% Greater than or equal to 4.75:1 but less than 5.50:1 1.75% 2.25% 3.00% 3.50% Greater than or equal to 4.00:1 but less than 4.75:1 1.50% 2.00% 2.75% 3.25% Greater than or equal to 3.25:1 but less than 4.00:1 1.25% 2.00% 2.50% 3.25% Less than 3.25:1 1.00% 2.00% 2.25% 3.25% (p) Subsection 10.1 is amended by inserting the following definitions in their proper alphabetical order, or, where applicable, replacing an existing definition with the applicable below definition:

Financial Covenant Defaults. In the event of a violation of any of the financial covenants set forth in Sections 4.3, 4.4 and 4.5 herein, unless the Requisite Lenders have waived such violation in writing, during the 15-day period immediately following the day on which Borrower was required to deliver to Agent the financial statements and certificates for the quarter with respect to which a violation occurred: (a) the Lenders shall not be required to make any Loans to Borrower; (b) the Agent may not accelerate the repayment of the Loans unless there exists any other Event of Default that has not been cured or waived in writing by the Requisite Lenders; (c) the Requisite Lenders may at their option exercise their right to impose default interest as provided for in this Agreement; and (d) Borrower may cure any such financial covenant default by arranging for its shareholders or other Persons to make an equity contribution of cash to Borrower or a payment under the Sponsor Guaranties (prior to the Sponsor Release Date or the date on which the Sponsor Guaranties have been terminated) in an amount necessary to bring Borrower into compliance with all financial covenants as of the last day of the quarter as of which a violation occurred; provided, provided however, that a the cure by an equity contribution of cash as right set forth in this clause (d) may only be exercised twice in any one 1 calendar year and may only be exercised four 4 times prior to the Expiry Date. Any such equity contribution or payment under the Sponsor Guaranties shall be applied as a prepayment, to be applied first prepayment in prepayment of the Term Loans, pro rata against all remaining scheduled installments, and if the Term Loans shall have been repaid in full, then in prepayment of the Revolving Loanaccordance with subsection 1.5(E). For purposes of this Section 6.5 only, any such equity contribution of cash or payment under the Sponsor Guaranties made within the 15-day period described above (x) made pursuant to the Sponsor Guaranties (or which reduce the Sponsors’ exposure under the Sponsor Guaranties) and prior to the Sponsor Release Date shall be considered (i) for purposes of determining compliance with Section 4.3 and 4.4, to constitute additional EBITDA earned in the quarter as of which a violation occurred, (ii) for purposes of determining compliance with Section 4.5, to reduce the amount of Total Indebtedness outstanding on the last day of the quarter as of which a violation occurred and (y) made after the Sponsor Release Date shall be considered to constitute additional EBITDA during the immediately preceding quarter; provided that, notwithstanding the foregoing, any equity contributions made prior to the Sponsor Release Date which at the Sponsors’ election evidenced by a writing in form reasonably satisfactory to Agent, will not reduce the Sponsor’s exposure under the Sponsor Guaranties, shall be considered additional EBITDA during the immediately preceding quarter for purposes of determining compliance with Sections 4.3, 4.4 and 4.5. In the event Borrower does not cure all financial covenant violations as provided in this Section 6.5, there shall exist an Event of Default unless waived by the Requisite Banks Lenders in writing. (o) Subsection 1.2(A) is amended by replacing the Pricing Table appearing in such subsection with the following Pricing Table: Greater than or equal to 7.50 2.50% 3.00% 3.75% 4.25% Greater than or equal to 6.50:1 but less than 7.50:1 2.25% 2.75% 3.50% 4.00% Greater than or equal to 5.50:1 but less than 6.50:1 2.00% 2.50% 3.25% 3.75% Greater than or equal to 4.75:1 but less than 5.50:1 1.75% 2.25% 3.00% 3.50% Greater than or equal to 4.00:1 but less than 4.75:1 1.50% 2.00% 2.75% 3.25% Greater than or equal to 3.25:1 but less than 4.00:1 1.25% 2.00% 2.50% 3.25% Less than 3.25:1 1.00% 2.00% 2.25% 3.25% (p) Subsection 10.1 is amended by inserting the following definitions in their proper alphabetical order, or, where applicable, replacing an existing definition with the applicable below definition: