Common use of Specified Defaults Clause in Contracts

Specified Defaults. Agent and Lender have notified, or hereby notify, the Company, that Company has failed to comply with following covenants: (i) the covenant contained in Section 6.1(c) of the Credit Agreement requiring the Company deliver to Agent and Lender a Compliance Certificate for each of the periods ending December 31, 2019 and January 31, 2020; (ii) the covenants contained in Section 6.1(d) for the period ending December 31, 2019 and Section 6.1(f) of the Credit Agreement for the periods ending November 30, 2019 through November 30, 2020; (iii) the covenant contained in Section 6.1(b) for the period ending December 31, 2019 requiring the Company to deliver an unqualified audit report from Company’s public accountants together with the Company’s audited financial statements; (iv) the covenants contained in Section 6.1(g) for the period ending December 31, 2019; (v) the covenants contained in Section 6.1(h)(ii) of the Credit Agreement for the reporting period from June 30, 2019 through December 31, 2020; (vi) the covenants contained in Section 6.14 of the Credit Agreement requiring the satisfaction of the Milestone by April 20, 2020; (vii) the covenant contained in Section 2.8(a) and (b) of the Credit Agreement requiring the Company to pay the Paydown Amount of $40,000,000 from the sources specified Section 2.8(b) by September 30, 2020 (collectively, clauses (i) through (vii), the “Specified Defaults”). The Agent and Lenders hereby acknowledge that the Company disputes the existence of certain of the Specified Defaults. Agent and Lender represent and warrant to the Loan Parties that Agent and Lender have no knowledge of any Defaults or Events of Default existing as of the date of this Agreement other than the Specified Defaults; provided that such representation and warranty shall not be considered or deemed to limit any obligation of the Loan Parties to notify Agent and Lender of any Default or Event of Default or limit the rights of Agent or Lender to notify the Loan Parties of any Default or Event of Default existing as of the date of this Agreement of which Agent or Lender did not have knowledge as of the date of this Agreement.

Specified Defaults. Agent and Lender have notified, or hereby notify, the Company, that Company has failed to comply with following covenants: (i) the covenant contained in Section 6.1(c) of the Credit Agreement requiring the Company deliver to Agent and Lender a Compliance Certificate for each of the periods ending December 31, 2019 and January 31, 2020; (ii) the covenants contained in Section 6.1(d) for the period ending December 31, 2019 and Section 6.1(f) of the Credit Agreement for the periods ending November 30, 2019 through November 30, 2020; (iii) the covenant contained in Section 6.1(b) for the period ending December 31, 2019 requiring the Company to deliver an unqualified audit report from Company’s public accountants together with the Company’s audited financial statements; (iv) the covenants contained in Section 6.1(g6.1(f) for the period ending December 31, 2019; (v) the covenants contained in Section 6.1(h)(ii) of the Credit Agreement for the reporting period from June 30, 2019 through December 31, 2020; (vi) the covenants contained in Section 6.14 of the Credit Agreement requiring the satisfaction of the Milestone Milestones by April 20, 2020; (viivi) the covenant contained in Section 2.8(a) and (b) of the Credit Agreement requiring the Company to pay the Paydown Amount of $40,000,000 from the sources specified Section 2.8(b) by September 30, 2020 (collectively, clauses (i) through (viivi), the “Specified Defaults”). The Agent and Lenders hereby acknowledge that the Company disputes the existence of certain of the Specified Defaults. Agent and Lender Lenders hereby represent and warrant to the Loan Parties that Agent and Lender Lenders have no knowledge of any Defaults or Events of Default existing as of the date of this Agreement other than the Specified Defaults; provided that such representation and warranty shall not be considered or deemed to limit any obligation of the Loan Parties to notify Agent and Lender of any Default or Event of Default or limit the rights of Agent or Lender Lenders to notify the Loan Parties of any Default or Event of Default existing as of the date of this Agreement of which Agent or Lender Lenders did not have knowledge as of the date of this Agreement.

Specified Defaults. The Lead Borrower has notified the Administrative Agent that the following Events of Default have occurred and Lender have notified, or hereby notifyare continuing (collectively, the Company, that Company has failed to comply with following covenants:“Specified Defaults”): (i) the covenant contained in Event of Default arising under Section 6.1(c8.01(b)(i) of the Credit Agreement requiring due to the Company violation of Section 6.01(a) of the Credit Agreement as a result of the Loan Parties (i) failing to deliver to Administrative Agent and Lender a Compliance Certificate for each the audited financial statements of the periods ending December 31, 2019 Lead Borrower and January 31its Subsidiaries within ninety (90) days after the end of the Fiscal Year ended February 1, 2020, and (ii) failing to provide a report and opinion of a Registered Public Accounting Firm with respect to such audited financial statements that are not subject to any “going concern” or like qualification or exception; provided, that, the Loan Parties shall deliver such audited financial statements by no later than the later of (x) June 15, 2020 and (y) the date such audited financial statements are required to be filed with the SEC; (ii) the covenants contained in Event of Default arising under Section 6.1(d) for the period ending December 31, 2019 and Section 6.1(f8.01(b)(ii) of the Credit Agreement for due to the periods ending November 30violation of Section 6.03(b) of the Credit Agreement as a result of the Loan Parties failing to promptly notify Administrative Agent of the Material Adverse Effect that could reasonably be expected to occur due to the impact of the COVID-19 pandemic on the operations, 2019 through November 30business, 2020and financial condition of Loan Parties and their Subsidiaries taken as a whole; (iii) the covenant contained Event of Default arising under Section 8.01(b)(ii) of the Credit Agreement due to the violation of Section 6.03(k) of the Credit Agreement as a result of the Loan Parties failing to promptly notify Administrative Agent of the Loan Parties’ failure to pay rent due on or about April 1, 2020, May 1, 2020 and June 1, 2020 in Section 6.1(b) for respect of certain leased locations of the period ending December 31, 2019 requiring the Company to deliver an unqualified audit report from Company’s public accountants together with the Company’s audited financial statementsLoan Parties; (iv) the covenants contained in Event of Default arising under Section 6.1(g8.01(c) of the Credit Agreement due to the violation of Section 6.04 of the Credit Agreement as a result of the Loan Parties failing, prior to the Fourth Amendment Effective Date, to pay utilities and contractual obligations (other than (i) rent and other amounts due under real property leases, (ii) obligations under Material Contracts, (iii) tax liabilities, assessments and governmental charges or levies upon it or its properties or assets and (iv) for which the failure to make payment could reasonably be expected to result in a Material Adverse Effect) ; provided, that, as a result of such non-payment, (i) no notices of termination are issued in respect of such Leases (A) which are not rescinded or cured within the time period ending December 31set forth in such notice, 2019or if no such time period is specified, within thirty (30) days of receipt of such notice and (B) which notices are not reasonably anticipated to result in the termination or impairment of such Leases, (ii) no such Leases are terminated, and (iii) the right to use and occupancy by the Loan Parties arising pursuant to any such Lease is not terminated or impaired; (v) the covenants contained in Event of Default arising under Section 6.1(h)(ii8.01(c) of the Credit Agreement for due to the reporting period from June 30, 2019 through December 31violation of Section 6.18 of the Credit Agreement as a result of the Loan Parties failing to pay rent due on or about April 1, 2020, May 1, 2020 and June 1, 2020 in respect of certain leased locations of the Loan Parties; provided, that, as a result of such non-payment, (i) no notices of termination are issued in respect of such Leases (A) which are not rescinded or cured within the time period set forth in such notice, or if no such time period is specified, within thirty (30) days of receipt of such notice and (B) which notices are not reasonably anticipated to result in the termination or impairment of such Leases, (ii) no such Leases are terminated, and (iii) the right to use and occupancy by the Loan Parties arising pursuant to any such Lease is not terminated or impaired; (vi) the covenants contained in Events of Default arising under Section 6.14 8.01(d) of the Credit Agreement requiring due to the satisfaction of representations in Sections 5.05(c), 5.07 (with respect to only Material Contracts) and 5.24 (with respect to being in breach or in default in any material respect under any Material Contract) being incorrect or misleading in any material respects when made or deemed made prior to the Milestone by April 20, 2020;Fourth Amendment Effective Date; and (vii) the covenant contained in Event of Default arising under Section 2.8(a) and (b8.01(n) of the Credit Agreement requiring the Company to pay the Paydown Amount of $40,000,000 from the sources specified Section 2.8(b) by September 30, 2020 (collectively, clauses (i) through (vii), the “Specified Defaults”). The Agent and Lenders hereby acknowledge that the Company disputes the existence of certain of the Specified Defaults. Agent and Lender represent and warrant to the Loan Parties that Agent and Lender have no knowledge of any Defaults or Events of Default existing as of the date of this Agreement other than the Specified Defaults; provided that such representation and warranty shall not be considered or deemed to limit any obligation a result of the Loan Parties Parties’ failing, prior to notify Agent and Lender the Fourth Amendment Effective Date, to make outstanding payments due prior to the Fourth Amendment Effective Date in respect of any Default or Event of Default or limit the rights of Agent or Lender to notify the Loan Parties of any Default or Event of Default existing as of the date of this Agreement of certain vendor contracts which Agent or Lender did not have knowledge as of the date of this Agreementconstitute Material Contracts.

Specified Defaults. Agent and Lender have notified, or hereby notify(a) Immediately following the closing of the transactions consummated by this Agreement, the Company, that Company has failed to comply with following covenants: shall cure (i) the covenant contained in Section 6.1(c) Specified Defaults with respect to the Noteholders and the Exchanged Notes such that no default, or Event of Default, exists under the Supplemental Indenture with respect to the Noteholders and the Exchanged Notes, it being agreed and acknowledged by the parties hereto that the consummation of the Credit transactions contemplated by, and the performance by such parties of their obligations under, this Agreement requiring (including the Company deliver to Agent payment of all accrued and Lender a Compliance Certificate for each unpaid interest on the Notes through the Closing Date) shall result in the cure of the periods ending December 31such Specified Defaults, 2019 and January 31, 2020; (ii) the covenants contained Payment Default with respect to the Notes, it being agreed and acknowledged by the parties hereto that the consummation of the transactions contemplated by, and the performance by such parties of their obligations under, this Agreement (including the funding of all accrued and unpaid interest on the Notes through the Closing Date) shall result in the cure of such Payment Default. (b) Subject to the last sentence of Section 6.1(d4.11(c), the Company shall on the Closing Date, irrevocably deposit funds with the Trustee sufficient to pay the aggregate principal amount of all of the Notes (other than the Exchanged Notes) and interest on such Notes for the period ending December 31from April 1, 2019 and 2013 to, but excluding, June 26, 2013 (which funds shall be held by the Trustee for payment of any amounts due in accordance with Section 6.1(f4.11(c)). (c) Within five (5) business days following the Closing, the Company shall commence a redemption of the Credit Agreement for the periods ending November 30, 2019 through November 30, 2020; (iii) the covenant contained in Section 6.1(b) for the period ending December 31, 2019 requiring the Company to deliver an unqualified audit report from Company’s public accountants together with the Company’s audited financial statements; (iv) the covenants contained in Section 6.1(g) for the period ending December 31, 2019; (v) the covenants contained in Section 6.1(h)(ii) entire aggregate principal amount of the Credit Agreement for the reporting period from June 30, 2019 through December 31, 2020; Notes then outstanding (viplus accrued and unpaid interest) the covenants contained in pursuant to Section 6.14 4.01 of the Credit Agreement requiring Supplemental Indenture. The Company shall complete such redemption within 30 days thereafter and, at such time, redeem all Notes delivered to the satisfaction Trustee in accordance with such redemption. Upon the redemption date, the trustee shall pay the principal amount of and accrued interest then due on such Notes and then cancel such Notes, at which time no Notes will be outstanding. Notwithstanding the irrevocability of the Milestone by April 20funds deposited pursuant to Section 4.11(b), 2020; (vii) to the covenant contained in Section 2.8(a) and (b) extent the amount of the Credit Agreement requiring funds deposited exceeds the Company amount of funds required to pay redeem the Paydown Amount of $40,000,000 from the sources specified Notes pursuant to this Section 2.8(b) by September 30, 2020 (collectively, clauses (i) through (vii4.11(c), the “Specified Defaults”). The Agent and Lenders hereby acknowledge that Company may direct the trustee to return such excess funds to the Company disputes following the existence of certain of the Specified Defaults. Agent and Lender represent and warrant to the Loan Parties that Agent and Lender have no knowledge of any Defaults or Events of Default existing as of the date of this Agreement other than the Specified Defaults; provided that such representation and warranty shall not be considered or deemed to limit any obligation of the Loan Parties to notify Agent and Lender of any Default or Event of Default or limit the rights of Agent or Lender to notify the Loan Parties of any Default or Event of Default existing as of the date of this Agreement of which Agent or Lender did not have knowledge as of the date of this Agreementredemption date.