Common use of Specified Contributions Clause in Contracts

Specified Contributions. In the event Borrower fails to comply with the Fixed Charge Coverage Ratio covenant set forth in Section 7(a)(i) as of the last day of any fiscal quarter, any cash equity contribution to Borrower (funded with proceeds of common Equity Interests or other Equity Interests having terms reasonably acceptable to Agent and in any case, not constituting Disqualified Equity Interests) or proceeds of any Subordinated Indebtedness received after the last day of such fiscal quarter and on or prior to the day that is ten (10) days after the day on which financial statements are required to be delivered for such fiscal quarter will, at the irrevocable election of Borrower, be included in the calculation of EBITDA solely for the purposes of determining compliance with the Fixed Charge Coverage Ratio covenant at the end of such fiscal quarter (each, a “Cure Quarter”) and any subsequent period that includes such Cure Quarter (any such equity contribution or proceeds of Subordinated Indebtedness so included in the calculation of EBITDA, a “Specified Contribution”); provided that (i) notice of Borrower’s intent to accept a Specified Contribution shall be delivered to Agent by Borrower no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (ii) in each consecutive four (4) fiscal quarter period there will be at least two (2) fiscal quarters in which no Specified Contribution is made, (iii) the amount of any Specified Contribution will be no greater than the amount required to cause Borrower to be in compliance with the Fixed Charge Coverage Ratio covenant (the “Cure Amount”), (iv) all Specified Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA, (v) there shall be no more than four (4) Specified Contributions made in the aggregate after the Closing Date, (vi) the proceeds received by Borrower from all Specified Contributions shall be promptly used by Borrower to prepay the Term Loan until paid in full and then to prepay the Revolving Loans (without permanent reduction of the Revolver Commitments) until paid in full and (vii) there shall be no reduction in the amount of Fixed Charges as a result of the prepayment of Indebtedness in connection with any Specified Contribution (or the application of the proceeds thereof) for determining compliance with the Fixed Charge Coverage Ratio covenant for the period ending on the last day of the applicable Cure Quarter and any subsequent period that includes such Cure Quarter. Upon Agent’s receipt of notice from Borrower of its intention to make a Specified Contribution pursuant to this Section 7(b) no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, then, until the day that is ten (10) days after such date, neither Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and continuing under Section 7(a)(i) in respect of the period ending on the last day of such fiscal quarter.

Specified Contributions. In the event Borrower fails to comply with the Fixed Charge Coverage Ratio covenant set forth in Section 7(a)(i) as of the last day of any fiscal quarter, any cash equity contribution to Borrower (funded with proceeds of common Equity Interests or other Equity Interests having terms reasonably acceptable to Agent and in any case, not constituting Disqualified Equity Interests) or proceeds of any Subordinated Indebtedness received after the last day of such fiscal quarter and on or prior to the day that is ten (10) days after the day on which financial statements are required to be delivered for such fiscal quarter will, at the irrevocable election of Borrower, be included in the calculation of EBITDA solely for the purposes of determining compliance with the Fixed Charge Coverage Ratio covenant at the end of such fiscal quarter (each, a “Cure Quarter”) and any subsequent period that includes such Cure Quarter (any such equity contribution or proceeds of Subordinated Indebtedness so included in the calculation of EBITDA, a “Specified Contribution”); provided that (i) notice of Borrower’s intent to accept a Specified Contribution shall be delivered to Agent by Borrower no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (ii) in each 62 consecutive four (4) fiscal quarter period there will be at least two (2) fiscal quarters in which no Specified Contribution is made, (iii) the amount of any Specified Contribution will be no greater than the amount required to cause Borrower to be in compliance with the Fixed Charge Coverage Ratio covenant (the “Cure Amount”), (iv) all Specified Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA, (v) there shall be no more than four (4) Specified Contributions made in the aggregate after the Closing Date, (vi) the proceeds received by Borrower from all Specified Contributions shall be promptly used by Borrower to prepay the Term Loan Loans until paid in full and then to prepay the Revolving Loans (without permanent reduction of the Revolver Commitments) until paid in full and (vii) there shall be no reduction in the amount of Fixed Charges as a result of the prepayment of Indebtedness in connection with any Specified Contribution (or the application of the proceeds thereof) for determining compliance with the Fixed Charge Coverage Ratio covenant for the period ending on the last day of the applicable Cure Quarter and any subsequent period that includes such Cure Quarter. Upon Agent’s receipt of notice from Borrower of its intention to make a Specified Contribution pursuant to this Section 7(b) no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, then, until the day that is ten (10) days after such date, neither Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and continuing under Section 7(a)(i) in respect of the period ending on the last day of such fiscal quarter.

Specified Contributions. In the event Borrower fails to comply with the Fixed Charge Coverage Ratio covenant set forth in Section 7(a)(i7(a) as of the last day of any fiscal quarter, any cash equity contribution to Borrower (funded with proceeds of common Equity Interests or other Equity Interests having terms reasonably acceptable to Agent and in any case, not constituting Disqualified Equity Interests) or proceeds of any Subordinated Indebtedness received after the last day of such fiscal quarter and on or prior to the day that is ten (10) days after the day on which financial statements are required to be delivered for such fiscal quarter will, at the irrevocable election of Borrower, be included in the calculation of EBITDA solely for the purposes of determining compliance with the Fixed Charge Coverage Ratio covenant at the end of such fiscal quarter (each, a “Cure Quarter”) and any subsequent period that includes such Cure Quarter (any such equity contribution or proceeds of Subordinated Indebtedness so included in the calculation of EBITDA, a “Specified Contribution”); provided that (i) notice of Borrower’s intent to accept a Specified Contribution shall be delivered to Agent by Borrower no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (ii) in each consecutive four (4) fiscal quarter period there will be at least two (2) fiscal quarters in which no Specified Contribution is made, (iii) the amount of any Specified Contribution will be no greater than the amount required to cause Borrower to be in compliance with the Fixed Charge Coverage Ratio fixed charge coverage ratio covenant under the First Lien Credit Agreement (the “Cure Amount”), (iv) all Specified Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA, (v) there shall be no more than four (4) Specified Contributions made in the aggregate after the Closing Date, (vi) the proceeds received by Borrower from all Specified Contributions shall be promptly used by Borrower to prepay the Term Loan First Lien Indebtedness until paid in full and then to prepay the Revolving Loans (without permanent reduction of the Revolver Commitments) until paid in full Term Loan and (vii) there shall be no reduction in the amount of Fixed Charges as a result of the prepayment of Indebtedness in connection with any Specified Contribution (or the application of the proceeds thereof) for determining compliance with the Fixed Charge Coverage Ratio covenant for the period ending on the last day of the applicable Cure Quarter and any subsequent period that includes such Cure Quarter. Upon Agent’s receipt of notice from Borrower of its intention to make a Specified Contribution pursuant to this Section 7(b) no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, then, until the day that is ten (10) days after such date, neither Agent nor any Lender shall exercise the right to accelerate the Term Loans or terminate the Term Commitments and neither Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and continuing under Section 7(a)(i7(a) in respect of the period ending on the last day of such fiscal quarter.

Specified Contributions. In the event Borrower fails to comply with the Fixed Charge Coverage Ratio covenant set forth in Section 7(a)(i) as of the last day of any fiscal quarter, any cash equity contribution to Borrower (funded with proceeds of common Equity Interests or other Equity Interests having terms reasonably acceptable to Agent and in any case, not constituting Disqualified Equity Interests) or proceeds of any Subordinated Indebtedness received after the last day of such fiscal quarter and on or prior to the day that is ten (10) days after the day on which financial statements are required to be delivered for such fiscal quarter will, at the irrevocable election of Borrower, be included in the calculation of EBITDA solely for the purposes of determining compliance with the Fixed Charge Coverage Ratio covenant at the end of such fiscal quarter (each, a “Cure Quarter”) and any subsequent period that includes such Cure Quarter (any such equity contribution or proceeds of Subordinated Indebtedness so included in the calculation of EBITDA, a “Specified Contribution”); provided that (i) notice of Borrower’s intent to accept a Specified Contribution shall be delivered to Agent by Borrower no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (ii) in each consecutive four (4) fiscal quarter period there will be at least two (2) fiscal quarters in which no Specified Contribution is made, (iii) the amount of any Specified Contribution will be no greater than the amount required to cause Borrower to be in compliance with the Fixed Charge Coverage Ratio covenant (the “Cure Amount”), (iv) all Specified Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA, (v) there shall be no more than four (4) Specified Contributions made in the aggregate after the Closing Date, (vi) the proceeds received by Borrower from all Specified Contributions shall be promptly used by Borrower to prepay the Term Loan LoanLoans until paid in full and then to prepay the Revolving Loans (without permanent reduction of the Revolver Commitments) until paid in full and (vii) there shall be no reduction in the amount of Fixed Charges as a result of the prepayment of Indebtedness in connection with any Specified Contribution (or the application of the proceeds thereof) for determining compliance with the Fixed Charge Coverage Ratio covenant for the period ending on the last day of the applicable Cure Quarter and any subsequent period that includes such Cure Quarter. Upon Agent’s receipt of notice from Borrower of its intention to make a Specified Contribution pursuant to this Section 7(b) no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, then, until the day that is ten (10) days after such date, neither Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and continuing under Section 7(a)(i) in respect of the period ending on the last day of such fiscal quarter.

Specified Contributions. In the event Borrower fails to comply with the Fixed Charge Coverage Ratio covenant set forth in Section 7(a)(i) as of the last day of any fiscal quarter, any cash equity contribution to Borrower (funded with proceeds of common Equity Interests or other Equity Interests having terms reasonably acceptable to Agent and in any case, not constituting Disqualified Equity Interests) or proceeds of any Subordinated Indebtedness received after the last day of such fiscal quarter and on or prior to the day that is ten (10) days after the day on which financial statements are required to be delivered for such fiscal quarter will, at the irrevocable election of Borrower, be included in the calculation of EBITDA solely for the purposes of determining compliance with the Fixed Charge Coverage Ratio covenant at the end of such fiscal quarter (each, a “Cure Quarter”) and any subsequent period that includes such Cure Quarter (any such equity contribution or proceeds of Subordinated Indebtedness so included in the calculation of EBITDA, a “Specified Contribution”); provided that (i) notice of Borrower’s intent to accept a Specified Contribution shall be delivered to Agent by Borrower no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (ii) in each 42 consecutive four (4) fiscal quarter period there will be at least two (2) fiscal quarters in which no Specified Contribution is made, (iii) the amount of any Specified Contribution will be no greater than the amount required to cause Borrower to be in compliance with the Fixed Charge Coverage Ratio fixed charge coverage ratio covenant under the First Lien Credit Agreement (the “Cure Amount”), (iv) all Specified Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA, (v) there shall be no more than four (4) Specified Contributions made in the aggregate after the Closing Date, (vi) the proceeds received by Borrower from all Specified Contributions shall be promptly used by Borrower to prepay the Term Loan First Lien Indebtedness until paid in full and then to prepay the Revolving Loans (without permanent reduction of the Revolver Commitments) until paid in full Term Loan and (vii) there shall be no reduction in the amount of Fixed Charges as a result of the prepayment of Indebtedness in connection with any Specified Contribution (or the application of the proceeds thereof) for determining compliance with the Fixed Charge Coverage Ratio covenant for the period ending on the last day of the applicable Cure Quarter and any subsequent period that includes such Cure Quarter. Upon Agent’s receipt of notice from Borrower of its intention to make a Specified Contribution pursuant to this Section 7(b) no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, then, until the day that is ten (10) days after such date, neither Agent nor any Lender shall exercise the right to accelerate the Term Loans or terminate the Term Commitments and neither Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and continuing under Section 7(a)(i) in respect of the period ending on the last day of such fiscal quarter.