Common use of Qualified Government Debt Clause in Contracts

Qualified Government Debt. Notwithstanding the restrictions in subsection (f) above, consent of the Administrative Agent and the Required Lenders shall not be required for the Loan Parties or their Subsidiaries to incur Debt for Borrowed Money to a Governmental Authority under the CARES Act or any other federal or state governmental program intended to mitigate the impact of the COVID-19 pandemic and negative international, national and industry economic effects resulting therefrom, so long as the Unencumbered Assets, the Equity Interests in the Initial Grantors and the Pledged Account and funds deposited therein do not become subject to any Liens in connection with such Debt for Borrowed Money (“Qualified Government Debt”); provided, however, that (x) 100% of the Net Cash Proceeds of any Qualified Government Debt shall be used, in the Borrower’s discretion, only (1) for Permitted Uses (2) for application to Senior Debt Prepayments in accordance with Section 2(d) and (y) Qualified Governmental Debt that is forgivable by its terms (subject to the satisfaction of or compliance with identifiable statutory and/or documentary conditions) shall be excluded from the calculations of the Section 5.04 financial covenants unless and to the extent such Qualified Governmental Debt is not forgiven within 180 days after the issuance thereof. Any income from the forgiveness of any such Qualified Government Debt shall not be included in the calculation of Consolidated EBITDA. The Loan Parties shall comply with terms of the relevant state or Federal laws and regulations, including the CARES Act (“Applicable Law”), in relation to the Qualified Government Debt (including regarding the use of proceeds thereof) and, if debt forgiveness is available under Applicable Law, the Loan Parties shall not act or fail to act in any manner that could impair the Qualified Government Debt being forgiven in accordance with Applicable Law. For purposes of this Amendment, the following terms shall have the following meanings:

Qualified Government Debt. Notwithstanding the restrictions in subsection (f) above, consent of the Administrative Agent and the Required Lenders shall not be required for the Loan Parties or their Subsidiaries to incur Debt for Borrowed Money to a Governmental Authority under the CARES Act or any other federal or state governmental program intended to mitigate the impact of the COVID-19 pandemic and negative international, national and industry economic effects resulting therefrom, so long as the Unencumbered Assets, the Equity Interests in the Initial Grantors (as defined in Section 6 below) and the Pledged Account and funds deposited therein do not become subject to any Liens in connection with such Debt for Borrowed Money (“Qualified Government Debt”); provided, however, that (x) 100% of the Net Cash Proceeds of any Qualified Government Debt shall be used, in the Borrower’s discretion, only (1) for Permitted Uses Uses, (2) for application to Senior Debt Prepayments repay the Revolving Credit Advances on a pro rata basis in accordance with Section 2(dthe Revolving Lenders’ Revolving Credit Commitments or (3) to repay both the Term Loans and the loans under the Other Facilities on a pro rata basis in accordance with the outstanding principal amounts thereof and (y) Qualified Governmental Debt that is forgivable by its terms (subject to the satisfaction of or compliance with identifiable statutory and/or documentary conditions) shall be excluded from the calculations of the Section 5.04 financial covenants unless and to the extent such Qualified Governmental Debt is not forgiven within 180 days after the issuance thereof. Any income from the forgiveness of any such Qualified Government Debt shall not be included in the calculation of Consolidated EBITDA. The Loan Parties shall comply with terms of the relevant state or Federal laws and regulations, including the CARES Act (“Applicable Law”), in relation to the Qualified Government Debt (including regarding the use of proceeds thereof) and, if debt forgiveness is available under Applicable Law, the Loan Parties shall not act or fail to act in any manner that could impair the Qualified Government Debt being forgiven in accordance with Applicable Law. For purposes of this Amendment, the following terms shall have the following meanings:

Qualified Government Debt. Notwithstanding the restrictions in subsection (f) above, consent of the Administrative Agent and the Required Lenders shall not be required for the Loan Parties or their Subsidiaries to incur Debt for Borrowed Money to a Governmental Authority under the CARES Act or any other federal or state governmental program intended to mitigate the impact of the COVID-19 pandemic and negative international, national and industry economic effects resulting therefrom, so long as the Unencumbered Assets, the Equity Interests in the Initial Grantors (as defined in Section 6 below) and the Pledged Account and funds deposited therein do not become subject to any Liens in connection with such Debt for Borrowed Money (“Qualified Government Debt”); provided, however, that (x) 100% of the Net Cash Proceeds of any Qualified Government Debt shall be used, in the Borrower’s discretion, only (1) for Permitted Uses (2) for application to Senior Debt Prepayments repay the Revolving Credit Advances on a pro rata basis in accordance with Section 2(dthe Lenders’ Revolving Credit Commitments or (3) to repay both the Term Loans and the loans under the Other Facilities on a pro rata basis in accordance with the outstanding principal amounts thereof and (y) Qualified Governmental Debt that is forgivable by its terms (subject to the satisfaction of or compliance with identifiable statutory and/or documentary conditions) shall be excluded from the calculations of the Section 5.04 financial covenants unless and to the extent such Qualified Governmental Debt is not forgiven within 180 days after the issuance thereof. Any income from the forgiveness of any such Qualified Government Debt shall not be included in the calculation of Consolidated EBITDA. The Loan Parties shall comply with terms of the relevant state or Federal laws and regulations, including the CARES Act (“Applicable Law”), in relation to the Qualified Government Debt (including regarding the use of proceeds thereof) and, if debt forgiveness is available under Applicable Law, the Loan Parties shall not act or fail to act in any manner that could impair the Qualified Government Debt being forgiven in accordance with Applicable Law. For purposes of this Amendment, the following terms shall have the following meanings:

Qualified Government Debt. Notwithstanding the restrictions in subsection (fg) above, consent of the Administrative Agent and the Required Lenders shall not be required for the Loan Parties or their Subsidiaries to incur Debt for Borrowed Money borrowed money to a Governmental Authority under the CARES Act or any other federal or state governmental program intended to mitigate the impact of the COVID-19 pandemic and negative international, national and industry economic effects resulting therefrom, so long as the Unencumbered Assets, Borrowing Base Assets and the Equity Interests in the Initial Grantors and (as defined in the Pledged Account and funds deposited therein Second Amendment) do not become subject to any Liens in connection with such Debt for Borrowed Money (“Qualified Government Debt”); provided, however, that (x1) 100% of the Net Cash Proceeds of any Qualified Government Debt shall be used, in the Borrower’s discretion, only (1) for Permitted Uses or to repay the Obligations (as such term is defined in each of the 2017 Credit Agreement and the Other Facilities) under the 2017 Facilities and the Other Facilities and (2) for application to Senior Debt Prepayments in accordance with Section 2(d) and (y) Qualified Governmental Debt that is forgivable by its terms (subject to the satisfaction Net Cash Proceeds of or compliance with identifiable statutory and/or documentary conditions) shall be excluded from the calculations of the Section 5.04 financial covenants unless and to the extent such Qualified Governmental Debt is not forgiven within 180 days after the issuance thereof. Any income from the forgiveness of any such Qualified Government Debt shall not be included in reduce the calculation of Consolidated EBITDA. The Loan Parties shall comply with terms of PDP Borrowing Limit on a dollar-for-dollar basis unless otherwise approved by the relevant state or Federal laws Required Lenders; and regulationsprovided further that the Required Lenders may, including at the CARES Act (“Applicable Law”)Borrower’s request, in relation consent to the full or partial reinstatement of previous reductions to the PDP Borrowing Limit for Qualified Government Debt which is subsequently forgiven by the lender thereof. To the extent the aggregate Borrowings during the Permitted Draw Period (including regarding the use without any adjustments thereto on account of proceeds repayments thereof) and, if debt forgiveness is available under Applicable Law, exceed the Loan Parties shall not act or fail to act in any manner that could impair PDP Borrowing Limit (as reduced by the Net Cash Proceeds of Qualified Government Debt being forgiven incurred through the date of determination under clause (2) of the immediately preceding sentence), the Borrower shall promptly make a mandatory payment of principal on the Obligations under the Revolving Credit Facility in an amount equal to such excess Borrowings to the Administrative Agent for the benefit of the Revolving Credit Lenders in accordance with Applicable Law. For purposes of this Amendment, the following terms shall have the following meanings:their Commitments.

Qualified Government Debt. Notwithstanding the restrictions in subsection (f) above, consent of the Administrative Agent and the Required Lenders shall not be required for the Loan Parties or their Subsidiaries to incur Debt for Borrowed Money borrowed money to a Governmental Authority under the CARES Act or any other federal or state governmental program intended to mitigate the impact of the COVID-19 pandemic and negative international, national and industry economic effects resulting therefrom, so long as the Unencumbered Assets, Borrowing Base Assets and the Equity Interests in the Initial Grantors and the Pledged Account and funds deposited therein (as defined below) do not become subject to any Liens in connection with such Debt for Borrowed Money (“Qualified Government Debt”); provided, however, that (x) 100% of the Net Cash Proceeds of any Qualified Government Debt shall be used, in the Borrower’s discretion, only (1) for Permitted Uses or to repay the Obligations (2as such term is defined in each of the Facility and the Other Facilities) for application to Senior Debt Prepayments in accordance with Section 2(d) under the Facility and the Other Facilities and (y) Qualified Governmental Debt that is forgivable by its terms (subject to the satisfaction Net Cash Proceeds of or compliance with identifiable statutory and/or documentary conditions) shall be excluded from the calculations of the Section 5.04 financial covenants unless and to the extent such Qualified Governmental Debt is not forgiven within 180 days after the issuance thereof. Any income from the forgiveness of any such Qualified Government Debt shall not be included in reduce the calculation of Consolidated EBITDA. The Loan Parties shall comply with terms of PDP Borrowing Limit on a dollar-for-dollar basis unless otherwise approved by the relevant state or Federal laws Required Lenders, and regulationsprovided further that the Required Lenders may, including at the CARES Act (“Applicable Law”)Borrower’s request, in relation consent to the full or partial reinstatement of previous reductions to the PDP Borrowing Limit for Qualified Government Debt which is subsequently forgiven by the lender thereof. To the extent the aggregate Borrowings during the Permitted Draw Period (including regarding the use without any adjustments thereto on account of proceeds repayments thereof) and, if debt forgiveness is available under Applicable Law, exceed the Loan Parties shall not act or fail to act in any manner that could impair PDP Borrowing Limit (as reduced by the Net Cash Proceeds of Qualified Government Debt being forgiven incurred through the date of determination under clause (y) of the immediately preceding sentence), the Borrower shall promptly make a mandatory payment of principal on the Obligations under the Revolving Credit Facility in an amount equal to such excess Borrowings to the Administrative Agent for the benefit of the Revolving Credit Lenders in accordance with Applicable Lawtheir Commitments. For purposes of this Amendment, the following terms shall have the following meanings: