Common use of Financial Maintenance Covenant Clause in Contracts

Financial Maintenance Covenant. Notwithstanding anything to the contrary contained in Section 7.1, in the event that the Borrowers fail to comply with the Financial Maintenance Covenant as of the last day of any fiscal quarter for which such Financial Maintenance Covenant is tested, the Borrower shall have the right to give written notice (the “Cure Notice”), on or prior to the 10th Business Day subsequent to the Cure Specified Date for such fiscal quarter, to the applicable Administrative Agents of the intent of Parent to issue Permitted Cure Securities for cash (collectively, the “Cure Right” and the amount of such proceeds, the “Cure Amount”) after the Cure Specified Date for such fiscal quarter pursuant to the exercise by the Borrowers of such Cure Right, which exercise shall be made after such Cure Specified Date on or before the 10th Business Day subsequent to such Cure Specified Date, the Financial Maintenance Covenant shall be recalculated giving effect to the following adjustments on a Pro Forma Basis: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any subsequent four quarter period that contains such fiscal quarter, solely for the purpose of measuring the Financial Maintenance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculations, the Borrowers shall then be in compliance with the requirements of the Financial Maintenance Covenant, the Borrowers shall be deemed to have satisfied the requirements of such Financial Maintenance 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 such Financial Maintenance Covenant that had occurred shall be deemed cured for purposes of this Agreement.

Financial Maintenance Covenant. Notwithstanding anything to the contrary contained in Section 7.1, in the event that the Borrowers fail to comply with the Financial Maintenance Covenant as of the last day of any fiscal quarter for which such Financial Maintenance Covenant is tested, the Borrower shall have the right to give written notice (the “Cure Notice”), on or prior to the 10th Business Day subsequent to the Cure Specified Date for such fiscal quarter, to the applicable Administrative Agents of the intent of Parent to issue Permitted Cure Securities for cash (collectively, the “Cure Right” and the amount of such proceeds, the “Cure Amount”) after the Cure Specified Date for such fiscal quarter pursuant to the exercise by the Borrowers of such Cure Right, which exercise shall be made after such Cure Specified Date on or before the 10th Business Day subsequent to such Cure Specified Date, the Financial Maintenance Covenant shall be recalculated giving effect to the following adjustments on a Pro Forma Basis: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any subsequent four quarter period that contains such fiscal US-DOCS\73723759.13 quarter, solely for the purpose of measuring the Financial Maintenance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculations, the Borrowers shall then be in compliance with the requirements of the Financial Maintenance Covenant, the Borrowers shall be deemed to have satisfied the requirements of such Financial Maintenance 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 such Financial Maintenance Covenant that had occurred shall be deemed cured for purposes of this Agreement.

Financial Maintenance Covenant. Notwithstanding anything The Capital Markets Bridge Facility will include only a maximum ratio of Debt for borrowed money to Consolidated EBITDA financial maintenance covenant (each such term be defined in a manner consistent with the Existing Credit Agreement as modified as described below) to be set with a single level and no stepdown providing for at least a 35% cushion (calculated on a non-cumulative basis) of Consolidated EBITDA above the assumed Consolidated EBITDA level at the Initial Closing Date as set forth in the Borrower’s financial model delivered to the contrary contained in Section 7.1Lead Arrangers on December 18, in 2019 (such financial model, together with updates and modifications thereto as reasonably agreed to by the event Majority Lead Arrangers, the “Financial Model”); it being understood that the Borrowers fail foregoing level shall be adjusted upwards to comply reflect the exercise of any OID or upfront fees under “Market Flex Provision” of the Fee Letter to the extent necessary to maintain a level for such covenant of at least a 35% non-cumulative cushion to Consolidated EBITDA from the Financial Model. Such covenant will be tested with respect to the Borrower and its subsidiaries on a consolidated basis, beginning with the Financial Maintenance Covenant as of first full fiscal quarter period ending after the Initial Closing Date for which financial statements have been or are required to be delivered, quarterly on the last day of any each fiscal quarter for which financial statements have been or are required to be delivered. The definition of Consolidated EBITDA for purpose of the Capital Markets Bridge Facility Documentation shall be modified to (a) add back all non-cash items (provided that, if any non-cash charges represent an accrual or reserve for potential cash items in any future period, (i) the Borrower may elect not to add back such Financial Maintenance Covenant is testednon-cash charges in the current period and (ii) to the extent the Borrower elects to add back such non-cash charges in the current period, the Borrower cash payment in respect thereof in such future period shall have the right be subtracted from Consolidated EBITDA to give written notice (the “Cure Notice”such extent, and excluding amortization of a prepaid cash item that was paid in a prior period), on or prior to (b) add back all extraordinary, unusual and non-recurring charges (including all fees and expenses incurred in connection with the 10th Business Day subsequent to the Cure Specified Date for such fiscal quarterTransactions), to the applicable Administrative Agents of the intent of Parent to issue Permitted Cure Securities for cash (collectively, the “Cure Right” and the amount of such proceeds, the “Cure Amount”c) after the Cure Specified Date for such fiscal quarter pursuant to the exercise by the Borrowers of such Cure Right, which exercise shall be made after such Cure Specified Date on or before the 10th Business Day subsequent to such Cure Specified Date, the Financial Maintenance Covenant shall be recalculated calculated giving pro forma effect to the following adjustments Acquisition as if the Acquisition had occurred on a Pro Forma Basis: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any subsequent four quarter period that contains such fiscal quarter, solely for the purpose of measuring the Financial Maintenance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculations, the Borrowers shall then be in compliance with the requirements of the Financial Maintenance Covenant, the Borrowers shall be deemed to have satisfied the requirements of such Financial Maintenance Covenant as first day of the relevant date fiscal period (including pro forma “run rate” cost savings, operating expense reductions and synergies related to the Acquisition that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to be realized as a result of actions that have been taken or initiated or are expected to be taken (in the good faith determination of the Borrower) within 24 months after the Initial Closing Date and calculated on a pro forma basis as if such cost savings, expense reductions and synergies has been fully realized on the first day of the relevant period), (d) adjustments and addbacks of the type reflected in the Financial Model, (e) add back expenses attributable to the implementation of cost saving, operating expense reductions and synergies in connection with the same effect as though there had been no failure to comply therewith at such date, Acquisition and (f) include adjustments permitted by Article 11 of Regulation S-X of the applicable breach or Default of such Financial Maintenance Covenant that had occurred shall be deemed cured for purposes of this AgreementSecurities Act.

Financial Maintenance Covenant. Notwithstanding anything to the contrary contained in Section 7.1, in the event that the Borrowers fail to comply with the Financial Maintenance Covenant as of the last day of any fiscal quarter for which such Financial Maintenance Covenant is tested, the Borrower shall have the right to give written notice (the “Cure Notice”), on or prior to the 10th Business Day subsequent to the Cure Specified Date for such fiscal quarter, to the applicable Administrative Agents of the intent of Parent to issue Permitted Cure Securities for cash (collectively, the “Cure Right” and the amount of such proceeds, the “Cure Amount”) after the Cure Specified Date for such fiscal quarter pursuant to the exercise by the Borrowers of such Cure Right, which exercise shall be made after such Cure Specified Date on or |US-DOCS\138541167.4141447058.7|| before the 10th Business Day subsequent to such Cure Specified Date, the Financial Maintenance Covenant shall be recalculated giving effect to the following adjustments on a Pro Forma Basis: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any subsequent four quarter period that contains such fiscal quarter, solely for the purpose of measuring the Financial Maintenance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculations, the Borrowers shall then be in compliance with the requirements of the Financial Maintenance Covenant, the Borrowers shall be deemed to have satisfied the requirements of such Financial Maintenance 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 such Financial Maintenance Covenant that had occurred shall be deemed cured for purposes of this Agreement.