Common use of Covenant Testing Clause in Contracts

Covenant Testing. (i) The financial covenants set out in Section 5.04(a) shall be calculated using the consolidated financial statements of the Borrower prepared in accordance with GAAP and tested on a consolidated basis by reference to each of the consolidated financial statements of the Borrower delivered pursuant to Section 5.01(a) and/or each Compliance Certificate delivered pursuant to Section 5.01(b). (ii) For the purpose of calculating the financial covenants set out in Section 5.04(a) for each of the Relevant Periods ending on a date which is less than 12 months after the Effective Date, Finance Charges shall be annualised by reference to the Finance Charges as disclosed in the Compliance Certificates for the Accounting Quarters ending after the Effective Date. (iii) For the purpose of calculating the financial covenants set out in Section 5.04(a): (1) there shall be included in determining EBITDA for any Relevant Period the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA, mutatis mutandis) for the Relevant Period of any company, business or undertaking that is acquired by a member of the Group and is not subsequently sold, transferred or otherwise disposed of during such Relevant Period; (2) there shall be excluded in determining EBITDA for any Relevant Period the earnings before interest, tax depreciation and amortization (calculated on the same basis as EBITDA, mutatis mutandis) of any company, business or undertaking that is sold, transferred or otherwise disposed by a member of the Group during such period; provided, however, that in the case of a Permitted Disposal under clause (i) of the defined term “Permitted Disposal”, this paragraph

Covenant Testing. (i) The financial covenants set out in Section 5.04(a) shall be calculated using the consolidated financial statements of the Borrower prepared in accordance with GAAP and tested on a consolidated basis by reference to each of the consolidated financial statements of the Borrower delivered pursuant to Section 5.01(a) and/or each Compliance Certificate delivered pursuant to Section 5.01(b). (ii) For the purpose of calculating the financial covenants set out in Section 5.04(a) for each of the Relevant Periods ending on a date which is less than 12 months after the Effective Date, Finance Charges shall be annualised by reference to the Finance Charges as disclosed in the Compliance Certificates for the Accounting Quarters ending after the Effective Date. (iii) For the purpose of calculating Consolidated Net Leverage and the financial covenants set out in Section 5.04(a): (1) there shall be included in determining EBITDA for any Relevant Period the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA, mutatis mutandis) for the Relevant Period of any company, business or undertaking that is acquired by a member of the Group and is not subsequently sold, transferred or otherwise disposed of during such Relevant Period; (2) there shall be excluded in determining EBITDA for any Relevant Period the earnings before interest, tax depreciation and amortization (calculated on the same basis as EBITDA, mutatis mutandis) of any company, business or undertaking that is sold, transferred or otherwise disposed by a member of the Group during such period; provided, however, that in the case of a Permitted Disposal under clause (i) of the defined term “Permitted Disposal”, this paragraphparagraph (2) shall not apply if the effect of its application to such clause (i) would be the sole cause of an Event of Default under the financial covenants set out in Section 5.04(a); (3) for purposes of determining Consolidated Net Leverage and Consolidated Total Leverage at the end of any Relevant Period the outstanding amount of any Group Borrowings shall be determined using the blended average Euro to Dollar conversion rate used by Borrower across the four applicable fiscal quarters when preparing the Quarterly Financial Statements or Annual Financial Statements, as applicable, for such Relevant Period; and (4) for the avoidance of doubt, for purposes of computing Consolidated Net Leverage and Consolidated Total Leverage, the amount of 2017 PIK Notes and the Term Loans outstanding shall be equal to the aggregate principal amount of such 2017 PIK Notes and the Term Loans outstanding at any such time including the amounts of interest or accrued fees added to such principal amount (in each case as a result of PIK elections in respect of payment of interest thereon), without giving effect to the tax treatment or accounting standards used in respect thereof; (iii) Financial covenants shall be tested as of the end of each Accounting Quarter of Borrower, beginning with the first full Accounting Quarter of Borrower occurring after the Restatement Effective Date, set forth in each applicable table in paragraph (a) above. (iv) In the event Borrower and the Time Warner have not agreed the financial covenant levels on a quarterly basis for 2020 for each of the financial covenant ratios contained in paragraph (a) prior to December 31, 2019, Borrower shall deliver to Time Warner by December 31, 2019 a Budget and projections for the Financial Year ended December 31, 2020, and thereafter but on or before February 15, 2020, Borrower and Time Warner shall negotiate in good faith covenant levels on a quarterly basis for 2020 for each of the financial covenant ratios contained in paragraph (a) that include an adjustment to the Budget numbers to reflect Borrower’s projected operating performance. Until Borrower and Time Warner shall mutually agree to such new ratios, on the first day of each Accounting Quarter commencing after December 31, 2019, the covenant levels shall be calculated from such Budget after giving effect to the estimated headroom to the Budget numbers as set forth in Annex 1.

Covenant Testing. (i) The financial covenants set out in Section 5.04(a) shall be calculated using the consolidated financial statements of the Borrower prepared in accordance with GAAP and tested on a consolidated basis by reference to each of the consolidated financial statements of the Borrower delivered pursuant to Section 5.01(a) and/or each Compliance Certificate delivered pursuant to Section 5.01(b). (ii) For the purpose of calculating the financial covenants set out in Section 5.04(a) for each of the Relevant Periods ending on a date which is less than 12 months after the Effective Date, Finance Charges shall be annualised by reference to the Finance Charges as disclosed in the Compliance Certificates for the Accounting Quarters ending after the Effective Date. (iii) For the purpose of calculating the financial covenants set out in Section 5.04(a): (1) there shall be included in determining EBITDA for any Relevant Period the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA, mutatis mutandis) for the Relevant Period of any company, business or undertaking that is acquired by a member of the Group and is not subsequently sold, transferred or otherwise disposed of during such Relevant Period; (2) there shall be excluded in determining EBITDA for any Relevant Period the earnings before interest, tax depreciation and amortization (calculated on the same basis as EBITDA, mutatis mutandis) of any company, business or undertaking that is sold, transferred or otherwise disposed by a member of the Group during such period; provided, however, that in the case of a Permitted Disposal under clause (i) of the defined term “Permitted Disposal”, this paragraphparagraph (2) shall not apply if the effect of its application to such clause (i) would be the sole cause of an Event of Default under the financial covenants set out in Section 5.04(a); (3) for purposes of determining Consolidated Total Leverage at the end of any Relevant Period the outstanding amount of any Group Borrowings shall be determined using the blended average Euro to Dollar conversion rate used by Borrower across the four applicable fiscal quarters when preparing the Quarterly Financial Statements or Annual Financial Statements, as applicable, for such Relevant Period; and (4) for the avoidance of doubt, for purposes of computing Consolidated Total Leverage, the amount of 2017 PIK Notes and Loans outstanding shall be equal to the aggregate principal face amount of such 2017 PIK Notes and Loans outstanding at any such time, without giving effect to the tax treatment or accounting standards used in respect thereof; (iii) Financial covenants shall be tested as of the end of each Accounting Quarter of Borrower, beginning with the first full Accounting Quarter of Borrower occurring after the Borrowing Effective Date, set forth in each applicable table in paragraph (a) above.

Covenant Testing. (i) The financial covenants set out in Section 5.04(a) shall be calculated using the consolidated financial statements of the Borrower prepared in accordance with GAAP and tested on a consolidated basis by reference to each of the consolidated financial statements of the Borrower delivered pursuant to Section 5.01(a) and/or each Compliance Certificate delivered pursuant to Section 5.01(b). (ii) For the purpose of calculating the financial covenants set out in Section 5.04(a) for each of the Relevant Periods ending on a date which is less than 12 months after the Effective Date, Finance Charges shall be annualised by reference to the Finance Charges as disclosed in the Compliance Certificates for the Accounting Quarters ending after the Effective Date. (iii) For the purpose of calculating the financial covenants set out in Section 5.04(a): (1) there shall be included in determining EBITDA for any Relevant Period the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA, mutatis mutandis) for the Relevant Period of any company, business or undertaking that is acquired by a member of the Group and is not subsequently sold, transferred or otherwise disposed of during such Relevant Period; (2) there shall be excluded in determining EBITDA for any Relevant Period the earnings before interest, tax depreciation and amortization (calculated on the same basis as EBITDA, mutatis mutandis) of any company, business or undertaking that is sold, transferred or otherwise disposed by a member of the Group during such period; provided, however, that in the case of a Permitted Disposal under clause (i) of the defined term “Permitted Disposal”, this paragraphparagraph (2) shall not apply if the effect of its application to such clause (i) would be the sole cause of an Event of Default under the financial covenants set out in Section 5.04(a); (3) for purposes of determining Consolidated Total Leverage at the end of any Relevant Period the outstanding amount of any Group Borrowings shall be determined using the blended average Euro to Dollar conversion rate used by Borrower across the four applicable fiscal quarters when preparing the Quarterly Financial Statements or Annual Financial Statements, as applicable, for such Relevant Period; and (4) for the avoidance of doubt, for purposes of computing Consolidated Total Leverage, the amount of 2017 PIK Notes and Loans outstanding shall be equal to the aggregate principal face amount of such 2017 PIK Notes and Loans outstanding at any such time, without giving effect to the tax treatment or accounting standards used in respect thereof; (iii) Financial covenants shall be tested as of the end of each Accounting Quarter of Borrower, beginning with the first full Accounting Quarter of Borrower occurring after the Effective Date, set forth in each applicable table in paragraph (a) above.

Covenant Testing. (i) The financial covenants set out in Section 5.04(a) shall be calculated using the consolidated financial statements of the Borrower prepared in accordance with GAAP and tested on a consolidated basis by reference to each of the consolidated financial statements of the Borrower delivered pursuant to Section 5.01(a) and/or each Compliance Certificate delivered pursuant to Section 5.01(b). (ii) For the purpose of calculating the financial covenants set out in Section 5.04(a) for each of the Relevant Periods ending on a date which is less than 12 months after the Borrowing Effective Date, Finance Charges shall be annualised by reference to the Finance Charges as disclosed in the Compliance Certificates for the Accounting Quarters ending after the Borrowing Effective Date. (iii) For the purpose of calculating the financial covenants set out in Section 5.04(a): (1) there shall be included in determining EBITDA for any Relevant Period the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA, mutatis mutandis) for the Relevant Period of any company, business or undertaking that is acquired by a member of the Group and is not subsequently sold, transferred or otherwise disposed of during such Relevant Period; (2) there shall be excluded in determining EBITDA for any Relevant Period the earnings before interest, tax depreciation and amortization (calculated on the same basis as EBITDA, mutatis mutandis) of any company, business or undertaking that is sold, transferred or otherwise disposed by a member of the Group during such period; provided, however, that in the case of a Permitted Disposal under clause (i) of the defined term “Permitted Disposal”, this paragraphparagraph (2) shall not apply if the effect of its application to such clause (i) would be the sole cause of an Event of Default under the financial covenants set out in Section 5.04(a); (3) there shall be excluded in determining Consolidated Total Leverage as at the end of any Relevant Period any movements in the outstanding amount of Group Borrowings arising solely from changes in currency exchange rates from December 31, 2013, or the date of incurrence, if later; and (4) for the avoidance of doubt, for purposes of computing Consolidated Total Leverage, the amount of 2017 PIK Notes outstanding shall be equal to the aggregate principal face amount of such 2017 PIK Notes outstanding at any such time, without giving effect to the tax treatment or accounting standards used in respect thereof; (iv) Financial covenants shall be tested as of the end of each Accounting Quarter of the Borrower, beginning with the first full Accounting Quarter of the Borrower occurring after the Borrowing Effective Date, set forth in each applicable table in paragraph (a) above. (v) On no more than one occasion after the Effective Date, the Borrower and the Administrative Agent agree to reset the financial covenant ratios contained in paragraph (a) above based on any change as part of the triennial review in the accounting policy of the Borrower concerning the charge for program rights amortization. The Borrower shall provide to the Administrative Agent sufficient information describing such change, including an updated Budget and proposed new ratios on a quarterly basis that incorporate such change, together with any other information that the Administrative Agent may reasonably request. Based on such information, the Administrative Agent agrees to propose in good faith to the Borrower new ratios that include a similar amount of cushion to the Budget numbers as the existing ratios in paragraph (a). Until the Borrower and the Administrative Agent mutually agree to such new ratios, the ratios provided in paragraph (a) above shall continue to apply for purposes of compliance with this Section 5.04.

Covenant Testing. (i) The financial covenants set out in Section 5.04(a) shall be calculated using the consolidated financial statements of the Borrower prepared in accordance with GAAP and tested on a consolidated basis by reference to each of the consolidated financial statements of the Borrower delivered pursuant to Section 5.01(a) and/or each Compliance Certificate delivered pursuant to Section 5.01(b). (ii) For the purpose of calculating the financial covenants set out in Section 5.04(a) for each of the Relevant Periods ending on a date which is less than 12 months after the Effective Date, Finance Charges shall be annualised by reference to the Finance Charges as disclosed in the Compliance Certificates for the Accounting Quarters ending after the Effective Date. (iii) For the purpose of calculating Consolidated Net Leverage and the financial covenants set out in Section 5.04(a): (1) there shall be included in determining EBITDA for any Relevant Period the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA, mutatis mutandis) for the Relevant Period of any company, business or undertaking that is acquired by a member of the Group and is not subsequently sold, transferred or otherwise disposed of during such Relevant Period; (2) there shall be excluded in determining EBITDA for any Relevant Period the earnings before interest, tax depreciation and amortization (calculated on the same basis as EBITDA, mutatis mutandis) of any company, business or undertaking that is sold, transferred or otherwise disposed by a member of the Group during such period; provided, however, that in the case of a Permitted Disposal under clause (i) of the defined term “Permitted Disposal”, this paragraphparagraph (2) shall not apply if the effect of its application to such clause (i) would be the sole cause of an Event of Default under the financial covenants set out in Section 5.04(a); (3) for purposes of determining Consolidated Net Leverage and Consolidated Total Leverage at the end of any Relevant Period the outstanding amount of any Group Borrowings shall be determined using the blended average Euro to Dollar conversion rate used by Borrower across the four applicable fiscal quarters when preparing the Quarterly Financial Statements or Annual Financial Statements, as applicable, for such Relevant Period; (4) for the avoidance of doubt, for purposes of computing Consolidated Net Leverage and Consolidated Total Leverage, the amount of 2017 PIK Notes and the Term Loans outstanding shall be equal to the aggregate principal amount of such 2017 PIK Notes and the Term Loans outstanding at any such time including the amounts of interest or accrued fees added to such principal amount (in each case as a result of PIK elections in respect of payment of interest thereon), without giving effect to the tax treatment or accounting standards used in respect thereof; (5) there shall be included in determining EBITDA for any Relevant Period the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA, mutatis mutandis) for the Relevant Period of any operations classified as discontinued operations relating to assets subject to binding contractual arrangement for the disposition hereof, if as of the end of the Relevant Period such disposition has not closed; (6) there shall be included in determining Cashflow for any Relevant Period the cash flows (calculated on the same basis as Cashflow, mutatis mutandis) generated during the Relevant Period by any operations classified as discontinued operations relating to assets subject to binding contractual arrangement for the disposition hereof, if as of the end of the Relevant Period such disposition has not closed; and (7) if during any Relevant Period (i) Borrower applies any Net Available Cash received from any asset disposition permitted under Section 5.14 (or otherwise permitted by the Lenders) to repay Financial Indebtedness (pursuant to the provisions of the Reimbursement Agreement), and (ii) such disposed assets had been classified as discontinued operations in accordance with GAAP, the Finance Charges for such Relevant Period shall be calculated after giving effect on a pro forma basis to such repayment of such Financial Indebtedness, as if such repayment had occurred on the first day of such Relevant Period; (iii) Financial covenants shall be tested as of the end of each Accounting Quarter of Borrower, beginning with the first full Accounting Quarter of Borrower occurring after the Restatement Effective Date, set forth in each applicable table in paragraph (a) above.