Common use of Minimum Consolidated Adjusted EBITDA Clause in Contracts

Minimum Consolidated Adjusted EBITDA. Permit Consolidated Adjusted EBITDA for any trailing six-month period specified below to be less than the correlative amount specified below: Six-Month Period Ending Minimum Consolidated Adjusted EBITDA April 30, 2016 $ (80,000,000 ) July 31, 2016 $ (80,000,000 ) October 31, 2016 $ (67,500,000 ) January 31, 2017 and the last day of each fiscal quarter thereafter (subject to the following paragraph) $ (50,000,000 ) Promptly after the receipt by the Administrative Agent of the Projections required to be delivered within 45 days after the fiscal year ending January 31, 2017 pursuant to Section 6.2(c), the Lenders agree to review such Projections for the purpose of re-setting the Minimum Consolidated Adjusted EBITDA covenant for the periods tested in fiscal years 2017 and 2018 set forth in this Section 7.1(b); provided that (i) any such updated covenant levels must be agreed to in writing (which agreement in writing may be evidenced via e-mail) by the Required Lenders in their sole discretion (after consultation with the Borrower) exercised in good faith in a commercially reasonable manner, and until any such determination, the covenant levels shall remain unchanged, (ii) upon determination of any updated covenant levels by the Required Lenders and notice thereof by the Administrative Agent to the Borrower, and notwithstanding any provision herein to the contrary, including, without limitation, Section 10.1, this Agreement shall automatically be amended to give effect to such updated covenant levels, (iii) without limiting clause (ii), the Borrower hereby agrees to enter into at the request of the Administrative Agent and at the sole cost of the Borrower, any amendments to this Agreement and the other Loan Documents or furnish any acknowledgements of such updated covenant levels, in each case, that the Administrative Agent reasonably requests to evidence any amendment to this Agreement required pursuant to this paragraph, and (iv) notwithstanding any provision to the contrary herein, in the event that the Borrower objects to any updated covenant levels determined by the Required Lenders pursuant to clause (i) of this paragraph or otherwise fails to comply with provisions of clause (iii) of this paragraph, at the option of the Required Lenders, the Total Revolving Commitments shall terminate and the Obligations shall immediately become due.”

Minimum Consolidated Adjusted EBITDA. Permit Consolidated Adjusted EBITDA for EBITDA, on a trailing twelve month basis as of the last day of any trailing six-month period fiscal quarter specified below below, to be no less than the correlative amount specified below: Six-Month Period Quarter Ending Minimum Consolidated Adjusted EBITDA April 30, 2016 $ 6/30/17 $0 9/30/17 (80,000,000 $1,500,000) July 31, 2016 $ (80,000,000 ) October 31, 2016 $ (67,500,000 ) January 31, 2017 12/31/17 $3,000,000 3/31/18 and the last day of each fiscal quarter thereafter (subject to To be reset by amendment in accordance with the following paragraph) $ (50,000,000 ) paragraph Promptly after the receipt by the Administrative Agent of the Projections required to be delivered within 45 60 days after the fiscal year ending January December 31, 2017 pursuant to Section 6.2(c), the Lenders agree to review such Projections for the purpose of re-setting the Minimum Consolidated Adjusted EBITDA covenant for the periods tested in fiscal years 2017 2018 and 2018 2019 set forth in this Section 7.1(b7.1(a); provided that (i) any such updated covenant levels must be agreed to in writing (which agreement in writing may be evidenced via e-mail) by the Required Lenders in their sole discretion (after consultation with the Borrower) , based on their commercially reasonable business judgment exercised in good faith in a commercially reasonable mannerfaith, and until any such determination, the covenant levels shall remain unchanged, (ii) upon determination of any updated covenant levels by the Required Lenders and notice thereof by the Administrative Agent to the Borrower, and notwithstanding any provision herein to the contrary, including, without limitation, Section 10.1, this Agreement shall automatically be amended to give effect to such updated covenant levels, (iii) without limiting clause (ii), the Borrower hereby agrees to enter into at the request of the Administrative Agent and at the sole cost of the Borrower, any amendments to this Agreement and the other Loan Documents or furnish any acknowledgements of such updated covenant levels, in each case, that the Administrative Agent reasonably requests to evidence any amendment to this Agreement required pursuant to this paragraph, and (iv) notwithstanding any provision to the contrary herein, in the event that the Borrower objects to any updated covenant levels determined by the Required Lenders pursuant to clause (i) of this paragraph or otherwise fails to comply with provisions of clause (iii) of this paragraph, at the option of the Required Lenders, the Total Revolving Commitments shall terminate and the Obligations shall immediately become due.”

Minimum Consolidated Adjusted EBITDA. Permit Consolidated Adjusted EBITDA for EBITDA, on a trailing twelve month basis as of the last day of any trailing six-month period fiscal quarter specified below below, to be no less than the correlative amount specified below: Six-Month Period Quarter Ending Minimum Consolidated Adjusted EBITDA April 30, 2016 $ (80,000,000 ) July 31, 2016 $ (80,000,000 ) October 31, 2016 $ (67,500,000 ) January 31, 2017 Each Quarter through 12/31/16 $12,000,000 3/31/17 and 6/30/17 $7,000,0008,000,000 9/30/176/30/17 $10,000,0004,000,000 12/31/179/30/17 $13,000,0005,000,000 3/31/1812/31/17 and the last day of each fiscal quarter thereafter (subject to the following paragraph) $ (50,000,000 ) $14,500,0008,000,000 6/30/18 $16,500,000 9/30/18 $19,000,000 12/31/18 $22,500,000 3/31/19 $24,000,000 6/30/19 $26,500,000 9/30/19 $30,000,000 12/31/19 $35,000,000 Promptly after the receipt by the Administrative Agent of the Projections required to be delivered within 45 60 days after the fiscal year ending January December 31, 2017 pursuant to Section 6.2(c), the Lenders agree to review such Projections for the purpose of re-setting the Minimum Consolidated Adjusted EBITDA covenant for the periods tested in fiscal years 2017 2018 and 2018 2019 set forth in this Section 7.1(b7.1(a); provided that (i) any such updated covenant levels must be agreed to in writing (which agreement in writing may be evidenced via e-mail) by the Required Lenders in their sole discretion (after consultation with the Borrower) , based on their commercially reasonable business judgment exercised in good faith in a commercially reasonable mannerfaith, and until any such determination, the covenant levels shall remain unchanged, (ii) upon determination of any updated covenant levels by the Required Lenders and notice thereof by the Administrative Agent to the Borrower, and notwithstanding any provision herein to the contrary, including, without limitation, Section 10.1, this Agreement shall automatically be amended to give effect to such updated covenant levels, (iii) without limiting clause (ii), the Borrower hereby agrees to enter into at the request of the Administrative Agent and at the sole cost of the Borrower, any amendments to this Agreement and the other Loan Documents or furnish any acknowledgements of such updated covenant levels, in each case, that the Administrative Agent reasonably requests to evidence any amendment to this Agreement required pursuant to this paragraph, and (iv) notwithstanding any provision to the contrary herein, in the event that the Borrower objects to any updated covenant levels determined by the Required Lenders pursuant to clause (i) of this paragraph or otherwise fails to comply with provisions of clause (iii) of this paragraph, at the option of the Required Lenders, the Total Revolving Commitments shall terminate and the Obligations shall immediately become due.”

Minimum Consolidated Adjusted EBITDA. Permit Consolidated Adjusted EBITDA for EBITDA, on a trailing twelve month basis as of the last day of any trailing six-month period fiscal quarter specified below below, to be no less than the correlative amount specified below: Six-Month Period Quarter Ending Minimum Consolidated Adjusted EBITDA April 30, 2016 $ 9/30/17 (80,000,000 $4,500,000) July 31, 2016 $ 12/31/17 (80,000,000 $5,500,000) October 31, 2016 $ 3/31/18 (67,500,000 $5,000,000) January 31, 2017 6/30/18 ($5,000,000) 9/30/18 $0 12/31/18 $2,000,000 3/31/19 and the last day of each fiscal quarter thereafter (subject to To be reset by amendment in accordance with the following paragraph) $ (50,000,000 ) paragraph Promptly after the receipt by the Administrative Agent of the Projections required to be delivered within 45 60 days after the fiscal year ending January December 31, 2017 2018 pursuant to Section 6.2(c), the Lenders agree to review such Projections for the purpose of re-setting the Minimum Consolidated Adjusted EBITDA covenant for the periods tested in fiscal years 2017 and 2018 year 2019 set forth in this Section 7.1(b7.1(a); provided that (i) any such updated covenant levels must be agreed to in writing (which agreement in writing may be evidenced via e-mail) by the Required Lenders in their sole discretion (after consultation with the Borrower) , based on their commercially reasonable business judgment exercised in good faith in a commercially reasonable mannerfaith, and until any such determination, the covenant levels shall remain unchanged, (ii) upon determination of any updated covenant levels by the Required Lenders and notice thereof by the Administrative Agent to the Borrower, and notwithstanding any provision herein to the contrary, including, without limitation, Section 10.1, this Agreement shall automatically be amended to give effect to such updated covenant levels, (iii) without limiting clause (ii), the Borrower hereby agrees to enter into at the request of the Administrative Agent and at the sole cost of the Borrower, any amendments to this Agreement and the other Loan Documents or furnish any acknowledgements of such updated covenant levels, in each case, that the Administrative Agent reasonably requests to evidence any amendment to this Agreement required pursuant to this paragraph, and (iv) notwithstanding any provision to the contrary herein, in the event that the Borrower objects to any updated covenant levels determined by the Required Lenders pursuant to clause (i) of this paragraph or otherwise fails to comply with provisions of clause (iii) of this paragraph, at the option of the Required Lenders, the Total Revolving Commitments shall terminate and the Obligations shall immediately become due.”