Common use of Financials Clause in Contracts

Financials. Notwithstanding the foregoing, (a) the Applicable Margin in respect of any Class of Extended Term Loans shall be the applicable percentages per annum set forth in the relevant Extension Amendment, (b) the Applicable Margin in respect of any Class of New Term Loans shall be the applicable percentages per annum set forth in the relevant Joinder Agreement, (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement and (d) in the case of the Term Loans and any Class of New Term Loans, the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the First Lien Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the Applicable Margin for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed to be (and shall be) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing with respect to the Borrower, such shortfall shall be due and payable within five Business Days following the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result of such non-payment until the expiration of such five Business Day period. In addition, at any time during which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable date required under Section 9.1, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed to be above 4.25 to 1.00 for the purposes of determining the Applicable Margin for Revolving Credit Loans (in the case of both clause (a) and (c), only for so long as such failure continues, after which such ratio and shall be determined based on the then existing First Lien Leverage Ratio).

Financials. Notwithstanding the foregoing, (a) the Applicable Margin in respect of any Class of Extended Term Loans shall be the applicable percentages per annum set forth in the relevant Extension Amendment, (b) the Applicable Margin in respect of any Class of New Term Loans shall be the applicable percentages per annum set forth in the relevant Joinder Agreement, (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement and (d) in the case of the Term Loans and any Class of New Term Loans, the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the First Lien Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the Applicable Margin for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed to be (and shall be) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing with respect to the Borrower, such shortfall shall be due and payable within five Business Days following the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result of such non-payment until the expiration of such five Business Day period. In addition, at any time during which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable date required under Section 9.1, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed to be above greater than 4.25 to 1.00 for the purposes of determining the Applicable Margin for Revolving Credit Loans (in the case of both clause (ab) and (c), only for so long as such failure continues, after which such ratio and shall be determined based on the then existing First Lien Leverage Ratio).

Financials. Notwithstanding For purposes of determining compliance with the foregoingfinancial covenant set forth in Section 10.11(a) above, cash equity contributions (which equity shall be common equity or Qualified Preferred Stock) made to Holdings (which shall be contributed in cash to the common equity of the Lead Borrower) after the end of the relevant fiscal quarter and on or prior to the day that is 10 Business Days after the Lead Borrower and any Restricted Subsidiary become subject to testing the financial covenant under clause (a) of this Section 10.11 for such fiscal quarter and subsequently on or prior to the Applicable Margin in respect day that is 10 Business Days after the end of any Class each subsequent financial quarter (such 10-Business Day periods being referred to herein as the “Interim Period”) will, at the request of Extended Term Loans shall the Lead Borrower, be the applicable percentages per annum set forth included in the relevant Extension Amendmentcalculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any twelve consecutive month period and no more than four times during the term of this Agreement, (b) the Applicable Margin in respect amount of any Class of New Term Loans Specified Equity Contribution shall be no greater than the applicable percentages per annum set forth amount required to cause the Lead Borrower to be in the relevant Joinder Agreementpro forma compliance with such financial covenant, (c) the Applicable Margin in respect of Lead Borrower and any Class of Replacement Term Loans Restricted Subsidiary shall not be permitted to borrow hereunder during the applicable percentages per annum set forth in Interim Period until the relevant agreement and Specified Equity Contribution has been made, (d) in the case of the Term Loans and any Class of New Term Loans, the Applicable Margin all Specified Equity Contributions shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate disregarded for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the First Lien Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the Applicable Margin for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed to be (and shall be) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing with respect to the Borrower, such shortfall shall be due and payable within five Business Days following the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result of such non-payment until the expiration of such five Business Day period. In addition, at any time during which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable date required under Section 9.1, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed to be above 4.25 to 1.00 for the purposes of determining any baskets calculated on the Applicable Margin for Revolving Credit Loans (basis of Consolidated EBITDA contained herein and in the case of both clause (a) other Credit Documents and (c), only e) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for so long as such failure continues, after determining compliance with the financial covenant for the fiscal quarter in which such ratio and shall be determined based on the then existing First Lien Leverage Ratio)Specified Equity Contribution is made or any applicable subsequent periods which include such fiscal quarter.

Financials. Notwithstanding Keep books of account and prepare consolidated ---------- and consolidating financial statements ("Financials") and furnish to Lender the foregoingfollowing (all to be kept and prepared in accordance with GAAP, unless the Borrowers' independent certified public accountants concur in any changes therein and such changes are disclosed in writing to Lender and are consistent with then generally accepted accounting principles): (ai) as soon as available, but not later than ninety (90) days after the Applicable Margin in respect close of any Class of Extended Term Loans shall be the applicable percentages per annum set forth in the relevant Extension Amendment, (b) the Applicable Margin in respect of any Class of New Term Loans shall be the applicable percentages per annum set forth in the relevant Joinder Agreement, (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement and (d) in the case each fiscal year of the Term Loans Borrowers, Financials of the Borrowers (including a balance sheet, a statement of profit and any Class loss and of New Term Loans, the Applicable Margin shall be increased assurplus, and to a statement of cash flows, each with supporting footnotes) as at the extent, necessary to comply with end of such year and for the provisions year then ended all in reasonable detail as requested by Lender and audited by a firm of Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the First Lien Leverage Ratio been accurately determined, then, for all purposes independent certified public accountants of this Agreement, the Applicable Margin for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid recognized national standing selected by the Borrower for Borrowers and containing the relevant period as a result unqualified opinion of the miscalculation of the First Lien Leverage Ratio shall be deemed to be (and shall be) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing independent certified public accountants with respect to the BorrowerFinancials; (ii) as soon as available, but not later than thirty (30) days after the end of each month, unaudited Financials of the Borrowers (including a statement of profit and loss and of surplus for the month then ended and a balance sheet as at the end of such shortfall shall be due month) as at the end of the portion of the Borrowers' fiscal year then elapsed, all in reasonable detail as requested by Lender and payable within five Business Days following the written demand thereof certified by the applicable Administrative Agent Borrowers' principal financial officer as prepared in accordance with GAAP and no Default shall be deemed to have occurred as a result fairly presenting the financial position and results of such non-payment until the expiration of such five Business Day period. In addition, at any time during which the Borrower shall have failed to deliver any operations of the Section 9.1 Financials Borrowers for such period; (iii) as soon as possible, but not later than fifteen (15) days after the end of each month, (A) an Accounts aging (B) an aging of all accounts payable, and (C) an Inventory Report, all in reasonable detail as requested by Lender and certified by the applicable date required under Section 9.1principal financial officer of each Borrower as prepared in accordance with GAAP and fairly presenting the financial position and results of each Borrower for such period; (iv) by Friday of each week, then at a Daily Collateral Report; (v) as soon as available, but not later than sixty (60) days before the option beginning of each fiscal year of the Required Revolving Credit LendersBorrowers, a cash flow projection for such fiscal year, together with appropriate supporting documents reasonably acceptable to Lender; and (vi) such other data and information (financial or otherwise) as Lender, from time to time, may reasonably request, bearing upon or related to the Collateral, the First Lien Leverage Ratio shall be deemed to be above 4.25 to 1.00 for Borrowers' financial condition or results of operations, or the purposes financial condition of determining the Applicable Margin for Revolving Credit Loans (in the case of both clause (a) and (c), only for so long as such failure continues, after which such ratio and shall be determined based on the then existing First Lien Leverage Ratio).any Person who is a Guarantor;

Financials. Notwithstanding the foregoing, (a) Tenant shall deliver to Landlord, prior to the Applicable Margin in respect execution of this Lease and thereafter at any Class time upon Landlord’s request, Tenant’s current tax returns and financial statements, certified true, accurate and complete by the chief financial officer of Extended Term Loans Tenant, including a balance sheet and profit and loss statement for the most recent prior year (collectively, the “Statements”), which Statements shall be accurately and completely reflect the applicable percentages per annum set forth in financial condition of Tenant. Landlord agrees that it will keep the relevant Extension AmendmentStatements confidential, except that Landlord shall have the right to deliver the same to any proposed purchaser or encumbrancer of the Premises. (b) Tenant acknowledges that Landlord is relying on the Applicable Margin Statements in respect of any Class of New Term Loans its determination to enter into this Lease, and Tenant represents to Landlord, which representation shall be deemed made on the applicable percentages per annum set forth date of this Lease and again on the Commencement Date, that no material change in the relevant Joinder Agreementfinancial condition of Tenant, as reflected in the Statements, has occurred since the date Tenant delivered the Statements to Landlord. The Statements are represented and warranted by Tenant to be correct and to accurately and fully reflect Tenant’s true financial condition as of the date of submission by any Statements to Landlord. (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement and (d) in the case of the Term Loans and any Class of New Term Loans, the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the First Lien Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the Applicable Margin for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed to be (and shall be) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing with respect to the Borrower, such shortfall shall be due and payable within five Business Days following the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result of such non-payment until the expiration of such five Business Day period. In additionLandlord shall, at any time during upon not less than then (10) business days’ prior written notice from Tenant, execute, acknowledge and deliver to Tenant, in any form that Tenant may reasonably require, a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of the modification and certifying that this Lease, as modified, is in full force and effect) and the dates to which the Borrower shall rental, additional rent and other charges have failed to deliver any of the Section 9.1 Financials by the applicable date required under Section 9.1been paid in advance, then at the option of the Required Revolving Credit Lendersif any, the First Lien Leverage Ratio shall be deemed to be above 4.25 to 1.00 for the purposes of determining the Applicable Margin for Revolving Credit Loans (in the case of both clause (a) and (c)ii) acknowledging that, only for so long as such failure continuesto Landlord’s knowledge, after which such ratio and shall be determined based there are no uncured defaults on the then existing First Lien Leverage Ratio)part of Tenant, or specifying each default if any are claimed, and (iii) setting forth all further information that Tenant may reasonably require. Landlord’s statement may be relied upon by any prospective subtenant or assignee.

Financials. Notwithstanding For purposes of determining compliance with the foregoingfinancial covenant set forth in Section 10.11(a) above, cash equity contributions (which equity shall be common equity or Qualified Preferred Stock or otherwise in a form reasonably acceptable to the Administrative Agent) made to Holdings (which shall be contributed in cash to the common equity of the Lead Borrower) after the end of the relevant fiscal quarter and on or prior to the day that is 10 Business Days after the Lead Borrower and any Restricted Subsidiary become subject to testing the financial covenant under clause (a) of this Section 10.11 for such fiscal quarter and subsequently on or prior to the Applicable Margin in respect day that is 10 Business Days after the end of any Class each subsequent financial quarter (such 10-Business Day periods being referred to herein as the “Interim Period”) will, at the request of Extended Term Loans shall the Lead Borrower, be the applicable percentages per annum set forth included in the relevant Extension Amendmentcalculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any twelve consecutive month period and no more than four times during the term of this Agreement, (b) the Applicable Margin in respect amount of any Class of New Term Loans Specified Equity Contribution shall be no greater than the applicable percentages per annum set forth amount required to cause the Lead Borrower to be in the relevant Joinder Agreementpro forma compliance with such financial covenant, (c) the Applicable Margin in respect of Lead Borrower and any Class of Replacement Term Loans Restricted Subsidiary shall not be permitted to borrow hereunder during the applicable percentages per annum set forth in Interim Period until the relevant agreement and Specified Equity Contribution has been made, (d) in the case of the Term Loans and any Class of New Term Loans, the Applicable Margin all Specified Equity Contributions shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate disregarded for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the First Lien Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the Applicable Margin for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed to be (and shall be) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing with respect to the Borrower, such shortfall shall be due and payable within five Business Days following the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result of such non-payment until the expiration of such five Business Day period. In addition, at any time during which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable date required under Section 9.1, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed to be above 4.25 to 1.00 for the purposes of determining any baskets calculated on the Applicable Margin for Revolving Credit Loans (basis of Consolidated EBITDA contained herein and in the case of both clause (a) other Credit Documents and (c), only e) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for so long as such failure continues, after determining compliance with the financial covenant for the fiscal quarter in which such ratio and shall be determined based on the then existing First Lien Leverage Ratio)Specified Equity Contribution is made or any applicable subsequent periods which include such fiscal quarter.

Financials. Notwithstanding the foregoing, (a) the Applicable Margin in respect of any Class of Extended Term Loans shall be the applicable percentages per annum set forth in the relevant Extension Amendment, (b) the Applicable Margin in respect of any Class of New Term Loans shall be the applicable percentages per annum set forth in the relevant Joinder Agreement, (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement and (d) in the case of the Term Loans and any Class of New Term Loans, the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the First Lien Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the Applicable Margin for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed to be (and shall be) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing with respect to the Borrower, such shortfall shall be due and payable within five Business Days following the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result of such non-payment until the expiration of such five Business Day period. In addition, at any time during which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable date required under Section 9.1, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed to be above 4.25 4.254.00 to 1.00 for the purposes of determining the Applicable Margin for Revolving Credit Loans (in the case of both clause (a) and (ccd), only for so long as such failure continues, after which such ratio and shall be determined based on the then existing First Lien Leverage Ratio).

Financials. Notwithstanding For purposes of determining compliance with the foregoingfinancial covenant set forth in Section 10.11(a) above, cash equity contributions (which equity shall be common equity or Qualified Preferred Stock) made to Holdings (which shall be contributed in cash to the common equity of the Lead Borrower) after the end of the relevant fiscal quarter and on or prior to the day that is 10 Business Days after the Lead Borrower and any Restricted Subsidiary become subject to testing the financial covenant under clause (a) of this Section 10.11 for such fiscal quarter and subsequently on or prior to the Applicable Margin in respect day that is 10 Business Days after the end of any Class each subsequent financial quarter (such 10‑Business Day periods being referred to herein as the “Interim Period”) will, at the request of Extended Term Loans shall the Lead Borrower, be the applicable percentages per annum set forth included in the relevant Extension Amendmentcalculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any twelve consecutive month period and no more than four times during the term of this Agreement, (b) the Applicable Margin in respect amount of any Class of New Term Loans Specified Equity Contribution shall be no greater than the applicable percentages per annum set forth amount required to cause the Lead Borrower to be in the relevant Joinder Agreementpro forma compliance with such financial covenant, (c) the Applicable Margin in respect of Lead Borrower and any Class of Replacement Term Loans Restricted Subsidiary shall not be permitted to borrow hereunder during the applicable percentages per annum set forth in Interim Period until the relevant agreement and Specified Equity Contribution has been made, (d) in the case of the Term Loans and any Class of New Term Loans, the Applicable Margin all Specified Equity Contributions shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate disregarded for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the First Lien Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the Applicable Margin for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed to be (and shall be) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing with respect to the Borrower, such shortfall shall be due and payable within five Business Days following the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result of such non-payment until the expiration of such five Business Day period. In addition, at any time during which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable date required under Section 9.1, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed to be above 4.25 to 1.00 for the purposes of determining any baskets calculated on the Applicable Margin for Revolving Credit Loans (basis of Consolidated EBITDA contained herein and in the case of both clause (a) other Credit Documents and (c), only e) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for so long as such failure continues, after determining compliance with the financial covenant for the fiscal quarter in which such ratio and shall be determined based on the then existing First Lien Leverage Ratio)Specified Equity Contribution is made or any applicable subsequent periods which include such fiscal quarter.

Financials. Notwithstanding the foregoing, (a) The Company will (i) at or prior to the Applicable Margin execution of this Agreement deliver to Newco and Prospector the Company Financial Statements and the Company Interim Financial Statements, and (ii) as promptly as reasonably practicable, the Company shall deliver to Newco and Prospector any other audited or unaudited consolidated balance sheets and the related audited or unaudited consolidated statements of operations, changes in respect shareholders’ equity and cash flows of the Group Companies that are required to be included in the Registration Statement / Proxy Statement. All such financial statements that are required to be included in the Registration Statement / Proxy Statement (w) will fairly present in all material respects the financial position of the Group Companies as of the date thereof, and the results of its operations, shareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any Class unaudited interim financial statements, to normal year-end audit adjustments and the absence of Extended Term Loans shall footnotes), (x) will be prepared in conformity with IFRS applied on a consistent basis during the applicable percentages per annum set forth periods involved (except, in the relevant Extension Amendmentcase of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes), (b) the Applicable Margin in respect of any Class of New Term Loans shall be the applicable percentages per annum set forth in the relevant Joinder Agreement, (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement and (dy) in the case of any audited financial statements, will be audited in accordance with the Term Loans standards of the PCAOB and any Class contain an unqualified report of New Term Loansthe Company’s auditor and (z) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate for any reason Exchange Act and the result Securities Act in effect as of the respective dates thereof is that the Lenders received interest (including Regulation S-X or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the First Lien Leverage Ratio been accurately determinedRegulation S-K, thenas applicable). (b) The Company shall use its reasonable best efforts (i) to assist, for all purposes of this Agreementupon advance written notice, the Applicable Margin for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed Newco and Prospector in causing to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, and prepared in a timely manner any shortfall in the interest other financial information or fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed to be statements (and shall beincluding customary pro forma financial statements) due and payable, at the time the interest or fees for such period were that are required to be paid; provided that notwithstanding included in the foregoing, so long as an Event Registration Statement / Proxy Statement and any other filings to be made by Newco or Prospector with the SEC in connection with the transactions contemplated by this Agreement or any Ancillary Document and (ii) to obtain the consents of Default described in Section 11.5 is not continuing its auditors with respect to the Borrower, such shortfall shall thereto as may be due and payable within five Business Days following the written demand thereof required by applicable Law or requested by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result of such non-payment until the expiration of such five Business Day period. In addition, at any time during which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable date required under Section 9.1, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed to be above 4.25 to 1.00 for the purposes of determining the Applicable Margin for Revolving Credit Loans (in the case of both clause (a) and (c), only for so long as such failure continues, after which such ratio and shall be determined based on the then existing First Lien Leverage Ratio)SEC.

Financials. Notwithstanding the foregoing, (a) the Applicable Margin in respect of any Class of Extended Term Loans shall be the applicable percentages per annum set forth in the relevant Extension Amendment, (b) the Applicable Margin in respect of any Class of New Term Loans shall be the applicable percentages per annum set forth in the relevant Joinder Agreement, (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement and (d) in the case of the Term Loans and any Class of New Term Loans, the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the First Lien Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the Applicable Margin for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed to be (and shall be) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing with respect to the Borrower, such shortfall shall be due and payable within five Business Days following the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result of such non-payment until the expiration of such five Business Day period. In addition, at any time during which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable date required under Section 9.1, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed to be above 4.25 to 1.00 for the purposes of determining the Applicable Margin for Revolving Credit Loans (in the case of both clause (a) and (c), only for so long as such failure continues, after which such ratio and shall be determined based on the then existing First Lien Leverage Ratio).clause

Financials. Notwithstanding (i) The Seller Entities shall cause the foregoingCompany to audit its financial statements for fiscal year 2003 in the Ordinary Course of Business and deliver such audited financial statements to the Buyer. (ii) At such time, the Seller Entities shall also deliver to the Buyer an unaudited balance sheet of the Company as of the close of business on December 31, 2003 (athe "December Balance Sheet") in substantially the Applicable Margin form of the September Balance Sheet attached hereto as Section 2(b)(ii) of the Disclosure Schedule. The Seller Entities shall prepare the December Balance Sheet in respect the same manner used to prepare the September Balance Sheet. The Parties hereby acknowledge and agree that the September Balance Sheet sets forth the total fixed assets of any Class the Company, adjusted to exclude the Divested Items (in column F and the row labeled "Total Fixed Assets, Net") as $9,086,445.81 as of Extended Term Loans shall be September 30, 2003. If the applicable percentages per annum total fixed assets of the Company, adjusted to exclude the Divested Items, as set forth in on the relevant Extension Amendment, December Balance Sheet (bthe "December Fixed Asset Amount") the Applicable Margin in respect of any Class of New Term Loans shall be the applicable percentages per annum set forth in the relevant Joinder Agreement, (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement and (d) in the case of the Term Loans and any Class of New Term Loans, the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would $9,086,445.81, then the Seller Entities shall deliver to the Buyer cash in an amount equal to the amount of any such shortfall immediately after the Closing. (iii) The Buyer shall have been applicable had the First Lien Leverage Ratio been accurately determinedright to dispute the calculation of the December Fixed Asset Amount, then, for all purposes by delivering a written notice of this Agreement, objection to the Applicable Margin for any day occurring Seller within twenty (20) days of delivery of the period covered by such Compliance Certificate December Balance Sheet. The Buyer and Seller shall retroactively be deemed thereupon attempt in good faith to be resolve their dispute. If the relevant percentage as based Buyer and the Seller do not agree upon the accurately determined First Lien Leverage Ratio December Fixed Asset Amount within twenty (20) days of the delivery of the Buyer's notice of objection, then the Independent Accountant shall determine the December Fixed Asset Amount. If the Independent Accountant is requested to determine the December Fixed Asset Amount, then (A) the Buyer and the Seller shall each submit to the Independent Accountant in writing, not later than ten (10) days after the Independent Accountant is retained for such periodpurpose, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed to be (and shall be) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing their respective positions with respect to the BorrowerDecember Fixed Asset Amount, together with such shortfall supporting documentation as they deem necessary or as the Independent Accountant reasonably requests, and (B) the Independent Accountant shall, within ten (10) days after receiving the positions of both the Buyer and the Seller and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the December Fixed Asset Amount, which decision shall be due final and payable within five Business Days following binding on, and non-appealable by, the written demand thereof Parties. The fees and expenses of the Independent Accountant related to the resolution of the December Fixed Asset Amount shall be paid by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result of such non-payment until the expiration of such five Business Day period. In addition, at any time during which the Borrower shall have failed to deliver any Party whose estimate of the Section 9.1 Financials by December Fixed Asset Amount is farthest from the applicable date required under Section 9.1, then at the option Independent Accountant's final calculation of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed to be above 4.25 to 1.00 for the purposes of determining the Applicable Margin for Revolving Credit Loans (in the case of both clause (a) and (c), only for so long as such failure continues, after which such ratio and shall be determined based on the then existing First Lien Leverage Ratio)thereof.

Financials. Notwithstanding the foregoing, (a) the Applicable ABR Margin in respect of any Class of Extended Revolving Commitments or Extended Revolving Loans, any Extended Term B Loans or any Extended Term C Loans shall be the applicable percentages per annum set forth in the relevant Extension Amendment, (b) the Applicable ABR Margin in respect of any New Refinancing Revolving Commitments, Additional Revolving Commitments, Additional Revolving Loans, Incremental Loans or Class of New Replacement Term B Loans or Replacement Term C Loans shall be the applicable percentages per annum set forth in the relevant Joinder AgreementIncremental Term C Facility, (c) the Applicable Margin in respect of any Class of Refinancing Facility, Replacement Term Loans shall be the Facility or other applicable percentages per annum set forth in the relevant agreement and (dc) in the case of the Initial Term B Loans and any Class of New the Initial Term C Loans, the Applicable ABR Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.142.14(d)(iv). In addition, upon written notice from of the Required Revolving Lenders the highest pricing level applicable to the Revolving Loans shall apply at any time during which the Borrower shall have failed to deliver the Section 9.1 Financials by the applicable date required under Section 9.1 (but only for so long as such failure continues, after which such ratio shall be determined based on the then existing Consolidated First Lien Net Leverage Ratio) as set forth in the applicable Officer’s Certificate. Notwithstanding anything to the contrary contained above in this definition, the Applicable ABR Margin shall be the highest Applicable ABR Margin set forth in the table above at all times during which there shall exist any Event of Default pursuant to Section 11.1 or 11.5. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Net Leverage Ratio set forth in any Compliance applicable Officer’s Certificate delivered to in connection with the applicable Administrative Agent Section 9.1 Financials delivered for any period is inaccurate for any reason and the result thereof is that the Revolving Lenders received interest or fees for any period based on an Applicable ABR Margin that is less than that which would have been applicable had the First Lien Net Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the “Applicable Margin ABR Margin” for any day occurring within the period covered by such Compliance applicable Officer’s Certificate delivered in connection with the Section 9.1 Financials shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Net Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period pursuant to Section 2.8(a) as a result of the miscalculation of the First Lien Net Leverage Ratio shall be deemed to be (and shall be) due and payable, payable under the relevant provisions of Section 2.08(a) at the time the interest or fees for such period were was required to be paid; provided that notwithstanding paid pursuant to said Section on the foregoing, so long same basis as an Event of Default described if the First Lien Net Leverage Ratio had been accurately set forth in such Officer’s Certificate delivered in connection with Section 11.5 is not continuing with respect to the Borrower, such shortfall 9.1 Financials (and shall be remain due and payable within five Business Days following the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result of such non-payment until the expiration of such five Business Day period. In additionpaid in full, at any time during which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable date required under Section 9.1, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed to be above 4.25 to 1.00 for the purposes of determining the Applicable Margin for Revolving Credit Loans (in the case of both clause (a) and (c), only for so long as such failure continues, after which such ratio and shall be determined based on the then existing First Lien Leverage Ratio).together with all amounts owing under

Financials. Notwithstanding the foregoing, (a) Tenant shall deliver to Landlord, prior to the Applicable Margin execution of this Lease and thereafter at any time and from time to time within ten (10) days following Landlord’s written request, Tenant’s “current financial statements” (as hereinafter defined), certified to be true, accurate and complete by the chief financial officer of Tenant, including a balance sheet and profit and loss statement for the most recent prior year, (collectively, the “Statements”), which Statements shall accurately and completely reflect the financial condition of Tenant; provided, however, that in respect of any Class of Extended Term Loans the event and so long as Tenant is a publicly traded corporation on a nationally recognized stock exchange, the foregoing obligation to deliver the Statements shall be waived. As used herein, Tenant’s “current financial statements” shall mean those statements most recently prepared by Tenant in its ordinary course of business. If delivered to Landlord marked or otherwise designated as “confidential,” Landlord agrees that it will keep the applicable percentages per annum set forth in Statements confidential, except that Landlord shall have the relevant Extension Amendmentright to deliver the same to any proposed purchaser of the Building or Project, and to any encumbrancer or proposed encumbrancer of all or any portion of the Building or Project. (b) Tenant acknowledges that Landlord is relying on the Applicable Margin Statements in respect of any Class of New Term Loans shall be the applicable percentages per annum set forth in the relevant Joinder Agreement, (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement and (d) in the case of the Term Loans and any Class of New Term Loans, the Applicable Margin shall be increased asits determination to enter into this Lease, and Tenant represents to the extentLandlord, necessary to comply with the provisions of Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the First Lien Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the Applicable Margin for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio representation shall be deemed made on the date of this Lease and again on the Commencement Date, that no material change in the financial condition of Tenant, as reflected in the Statements, has occurred since the date Tenant delivered the Statements to Landlord. The Statements are represented and warranted by Tenant to be (correct and shall be) due to accurately and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long fully reflect Tenant’s true financial condition as an Event of Default described in Section 11.5 is not continuing with respect to the Borrower, such shortfall shall be due and payable within five Business Days following the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result of such non-payment until the expiration of such five Business Day period. In addition, at any time during which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable date required under Section 9.1, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed submission of any Statements to be above 4.25 to 1.00 for the purposes of determining the Applicable Margin for Revolving Credit Loans (in the case of both clause (a) and (c), only for so long as such failure continues, after which such ratio and shall be determined based on the then existing First Lien Leverage Ratio)Landlord.

Financials. Notwithstanding If the foregoing, (a) Borrower has not submitted to the Applicable Margin Administrative Agent the Section 9.1 Financials within the time periods specified in respect of any Class of Extended Term Loans shall be the applicable percentages per annum set forth in the relevant Extension Amendment, (b) the Applicable Margin in respect of any Class of New Term Loans shall be the applicable percentages per annum set forth in the relevant Joinder Agreement, (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement and (d) in the case of the Term Loans and any Class of New Term LoansSection 9.1, the Applicable Margin shall be increased as, by 0.50% at each Pricing Level from and including the day after such Section 9.1 Financials are due to but not including the date the Borrower delivers to the extent, necessary to comply with the provisions of Administrative Agent such Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined 9.1 Financials reflecting that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had or equal to 4.00:1. If (i) the First Lien Leverage Ratio been accurately determined, then, for all purposes of this Agreement, used to determine the Applicable Margin for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period is incorrect as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed to be any error, misstatement or misrepresentation contained in any Section 9.1 Financials, and (and shall beii) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing with respect to the Borrower, such shortfall shall be due and payable within five Business Days following the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result thereof, the Applicable Margin paid to the Lenders and/or the Letter of such non-payment until Credit Issuers, as the expiration of such five Business Day period. In additioncase may be, at any time during which pursuant to this Agreement is lower than the Applicable Margin that would have been payable to the Lenders and/or the Letter of Credit Issuers, as the case may be, had the Applicable Margin been calculated on the basis of the correct Leverage Ratio, the Applicable Margin in respect of such period will be adjusted upwards automatically and retroactively, and the Borrower shall pay to each Lender and/or each Letter of Credit Issuer, as the case may be, such additional amounts (“Additional Amounts”) as are necessary so that after receipt of such amounts such Lender and/or Letter of Credit Issuer, as the case may be, receives an amount equal to the amount it would have failed to deliver any of the Section 9.1 Financials by the applicable date required under Section 9.1, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed to be above 4.25 to 1.00 for the purposes of determining received had the Applicable Margin for Revolving Credit Loans (in been calculated during such period on the case basis of both clause (a) and (c), only for so long as such failure continues, after which such ratio and the correct Leverage Ratio. Additional Amounts shall be determined based on payable ten days following delivery by the then existing First Lien Leverage Ratio)Administrative Agent to the Borrower of a notice (which shall be conclusive and binding absent manifest error) setting forth in reasonable detail the Administrative Agent’s calculation of the amount of any Additional Amounts owed to the Lenders and/or the Letter of Credit Issuers. The payment of Additional Amounts shall be in addition to, and not in limitation of, any other amounts payable by the Borrower pursuant to Section 2.8 and Section 4.1. Additional Amounts shall constitute “Obligations”. The agreements in this paragraph shall survive the payment of the Loans and all other Obligations payable under this Agreement and the termination of the Commitments.

Financials. Notwithstanding The Lessee will furnish the foregoingLessor: (A) no later than 60 days after the end of each of the first three fiscal quarters a consolidated balance sheet of Guarantor and its Consolidated Subsidiaries as of the end of such quarter and the related statements of income and changes in financial position for such fiscal quarter, setting forth in each case in comparative form the figures for the previous period, internally prepared in accordance with GAAP and certified by the Treasurer, the Assistant Treasurer or an officer in the treasury department of Guarantor as being true and correct, all in reasonable detail and accompanied by a certificate of a Responsible Officer of Lessee stating that to the knowledge of such officer, after due inquiry, no Default has occurred and is continuing or if any such Default shall have occurred and be continuing, a description thereof and the actions which Lessee intends to take with respect thereto; (aB) no later than 120 days after the Applicable Margin end of each fiscal year of Guarantor, the consolidated balance sheet of Guarantor and its Consolidated Subsidiaries as of the end of such year and the related statements of income and changes in respect financial position setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by a report thereon of independent certified public accountants of recognized national standing, which report shall state that such financial statements present fairly the financial position of Guarantor as of the dates indicated and the results of its operations and changes in financial position for the periods indicated in conformity with GAAP applied on a consistent basis accompanied by a certificate of a Responsible Officer of Lessee of the type specified in subclause (A) above; (C) promptly upon any Responsible Officer of Lessee obtaining knowledge of any Class of Extended Term Loans condition or event which constitutes a Default hereunder, Lessee shall be provide prompt written notice to Lessor specifying such condition and what action Lessee intends to take with respect thereto; (D) within thirty (30) days after the applicable percentages per annum set forth in the relevant Extension Amendmentdate on which they are filed, (b) the Applicable Margin in respect of any Class of New Term Loans shall be the applicable percentages per annum set forth in the relevant Joinder Agreementall regular periodic reports, (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement forms and (d) in the case of the Term Loans and any Class of New Term Loans, the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the First Lien Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the Applicable Margin for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed to be (and shall be) due and payable, at the time the interest or fees for such period were other filings required to be paidmade by Guarantor to the Securities and Exchange Commission, if any; provided that notwithstanding the foregoingand (E) from time to time, so long as an Event of Default described in Section 11.5 is not continuing such other information (financial or otherwise, but excluding non-public, proprietary or confidential, technical, marketing and other information with respect to the BorrowerLessee or Guarantor that is not made available to the public or other creditors) with respect to Lessee, such shortfall shall be due and payable within five Business Days following Guarantor or the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred Equipment as a result of such non-payment until the expiration of such five Business Day period. In addition, at any time during which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable date required under Section 9.1, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed to be above 4.25 to 1.00 for the purposes of determining the Applicable Margin for Revolving Credit Loans (in the case of both clause (a) and (c), only for so long as such failure continues, after which such ratio and shall be determined based on the then existing First Lien Leverage Ratio)Lessor may reasonably request.

Financials. Notwithstanding Such Status shall remain in effect until the foregoing, (a) the Applicable Margin in respect of any Class of Extended Term Loans shall next change to be the applicable percentages per annum set forth in the relevant Extension Amendment, effected pursuant to this Section 1.7. (b) the Applicable Margin in respect of any Class of New Term Loans shall be the applicable percentages per annum set forth in the relevant Joinder Agreement, (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement and (d) in the case of the Term Loans and any Class of New Term Loans, the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14. Notwithstanding anything to the contrary contained above in this definition Section 1.7 or elsewhere in this AgreementAgreement (other than clause (c) of this Section 1.7), if it is subsequently determined that the First Lien Leverage Consolidated Total Debt to Consolidated EBITDA Ratio or Status set forth in any Compliance Certificate officer’s certificate delivered to the applicable Administrative Agent pursuant to Section 9.1(c) is shown to be inaccurate (as of a time when unpaid Obligations under this Agreement are outstanding (other than indemnities and other contingent obligations not yet due and payable)) for any reason and such inaccuracy, if corrected, would have led to the result thereof is that application of a higher Applicable ABR Margin or the Lenders received interest or fees Applicable LIBOR Margin for any period (an “Applicable Period”) than the Applicable ABR Margin or the Applicable LIBOR Margin applied for such Applicable Period, then (i) the Borrower shall immediately deliver to the Administrative Agent a correct officer’s certificate required under Section 9.1(c) for such Applicable Period, (ii) the Applicable ABR Margin and/or Applicable LIBOR Margin shall be retroactively determined based on an Applicable Margin that is less than that which would have been applicable had the First Lien Leverage Consolidated Total Debt to Consolidated EBITDA Ratio been accurately determined, then, for all purposes of this Agreement, the Applicable Margin for any day occurring within the period covered by and Status set forth in such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, corrected officer’s certificate and any shortfall in the interest or fees theretofore paid by (iii) the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed immediately pay to be (and shall be) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing with respect to the Borrower, such shortfall shall be due and payable within five Business Days following the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred the accrued additional interest owing as a result of such non-payment until increased Applicable ABR Margin or the expiration Applicable LIBOR Margin for such Applicable Period. Nothing in this paragraph shall limit the right of such five Business Day period. In addition, at Administrative Agent or any time during which the Borrower shall have failed to deliver any of the Section 9.1 Financials by the applicable date required Lender under Section 9.12.8(c) or Section 11. (c) Notwithstanding the foregoing, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio Level I Status shall be deemed to be above 4.25 exist at any time (i) the Borrower has not submitted to 1.00 for the purposes Administrative Agent the applicable Section 9.1 Financials or officer’s certificate required under Section 9.1(c) or (ii) an Event of determining the Applicable Margin for Revolving Credit Loans (in the case of both clause (a) Default exists and (c), only for so long as such failure continues, after which such ratio and shall be determined based on the then existing First Lien Leverage Ratio)is continuing.

Financials. Notwithstanding (i) The Seller Entities shall cause the foregoingCompany to audit its financial statements for fiscal year 2003 in the Ordinary Course of Business and deliver such audited financial statements to the Buyer. (ii) At such time, the Seller Entities shall also deliver to the Buyer an unaudited balance sheet of the Company as of the close of business on December 31, 2003 (athe “December Balance Sheet”) in substantially the Applicable Margin form of the September Balance Sheet attached hereto as Section 2(b)(ii) of the Disclosure Schedule. The Seller Entities shall prepare the December Balance Sheet in respect the same manner used to prepare the September Balance Sheet. The Parties hereby acknowledge and agree that the September Balance Sheet sets forth the total fixed assets of any Class the Company, adjusted to exclude the Divested Items (in column F and the row labeled “Total Fixed Assets, Net”) as $9,086,445.81 as of Extended Term Loans shall be September 30, 2003. If the applicable percentages per annum total fixed assets of the Company, adjusted to exclude the Divested Items, as set forth in on the relevant Extension Amendment, December Balance Sheet (bthe “December Fixed Asset Amount”) the Applicable Margin in respect of any Class of New Term Loans shall be the applicable percentages per annum set forth in the relevant Joinder Agreement, (c) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement and (d) in the case of the Term Loans and any Class of New Term Loans, the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would $9,086,445.81, then the Seller Entities shall deliver to the Buyer cash in an amount equal to the amount of any such shortfall immediately after the Closing. (iii) The Buyer shall have been applicable had the First Lien Leverage Ratio been accurately determinedright to dispute the calculation of the December Fixed Asset Amount, then, for all purposes by delivering a written notice of this Agreement, objection to the Applicable Margin for any day occurring Seller within twenty (20) days of delivery of the period covered by such Compliance Certificate December Balance Sheet. The Buyer and Seller shall retroactively be deemed thereupon attempt in good faith to be resolve their dispute. If the relevant percentage as based Buyer and the Seller do not agree upon the accurately determined First Lien Leverage Ratio December Fixed Asset Amount within twenty (20) days of the delivery of the Buyer’s notice of objection, then the Independent Accountant shall determine the December Fixed Asset Amount. If the Independent Accountant is requested to determine the December Fixed Asset Amount, then (A) the Buyer and the Seller shall each submit to the Independent Accountant in writing, not later than ten (10) days after the Independent Accountant is retained for such periodpurpose, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed to be (and shall be) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing their respective positions with respect to the BorrowerDecember Fixed Asset Amount, together with such shortfall supporting documentation as they deem necessary or as the Independent Accountant reasonably requests, and (B) the Independent Accountant shall, within ten (10) days after receiving the positions of both the Buyer and the Seller and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the December Fixed Asset Amount, which decision shall be due final and payable within five Business Days following binding on, and non-appealable by, the written demand thereof Parties. The fees and expenses of the Independent Accountant related to the resolution of the December Fixed Asset Amount shall be paid by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result of such non-payment until the expiration of such five Business Day period. In addition, at any time during which the Borrower shall have failed to deliver any Party whose estimate of the Section 9.1 Financials by December Fixed Asset Amount is farthest from the applicable date required under Section 9.1, then at the option Independent Accountant’s final calculation of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed to be above 4.25 to 1.00 for the purposes of determining the Applicable Margin for Revolving Credit Loans (in the case of both clause (a) and (c), only for so long as such failure continues, after which such ratio and shall be determined based on the then existing First Lien Leverage Ratio)thereof.

Financials. Notwithstanding the foregoing, (a) the Applicable ABR Margin in respect of any Class of Extended Revolving Commitments or Extended Revolving Loans, any Extended Term B Loans or any Extended Term C Loans shall be the applicable percentages per annum set forth in the relevant Extension Amendment, (b) the Applicable ABR Margin in respect of any New Refinancing Revolving Commitments, Additional Revolving Commitments, Additional Revolving Loans, Incremental Loans or Class of New Replacement Term B Loans or Replacement Term C Loans shall be the applicable percentages per annum set forth in the relevant Joinder AgreementIncremental Term C Facility, (c) the Applicable Margin in respect of any Class of Refinancing Facility, Replacement Term Loans shall be the Facility or other applicable percentages per annum set forth in the relevant agreement and (dc) in the case of the Initial Term B Loans and, the Initial Term C Loans and any Class of New the 2024-1 Incremental Term B Loans, the Applicable ABR Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14. Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Leverage Ratio set forth in any Compliance Certificate delivered to the applicable Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the First Lien Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the Applicable Margin for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the First Lien Leverage Ratio shall be deemed to be (and shall be) due and payable, at the time the interest or fees for such period were required to be paid; provided that notwithstanding the foregoing, so long as an Event of Default described in Section 11.5 is not continuing with respect to the Borrower, such shortfall shall be due and payable within five Business Days following the written demand thereof by the applicable Administrative Agent and no Default shall be deemed to have occurred as a result of such non-payment until the expiration of such five Business Day period2.14(d)(iv). In addition, upon written notice from of the Required Revolving Lenders (in the case of Revolving Loans) or the Required 2024-1 Incremental Term B Lenders (in the case of 2024-1 Incremental Term B Loans), the highest pricing level applicable to the Revolving Loans or the 2024-1 incremental Term B Lenders, as applicable, shall apply at any time during which the Borrower shall have failed to deliver any of the Section 9.1 9.01 Financials by the applicable date required under Section 9.1, then at the option of the Required Revolving Credit Lenders, the First Lien Leverage Ratio shall be deemed to be above 4.25 to 1.00 for the purposes of determining the Applicable Margin for Revolving Credit Loans 9.01 (in the case of both clause (a) and (c), but only for so long as such failure continues, after which such ratio and shall be determined based on the then existing Consolidated First Lien Net Leverage Ratio)) as set forth in the applicable Officer’s Certificate. Notwithstanding anything to the contrary contained above in this definition, the Applicable ABR Margin shall be the highest Applicable ABR Margin set forth in the table above at all times during which there shall exist any Event of Default pursuant to Section 11.01 or 11.