Definition of Post-Put Exercise Period Covenants

  1. Post-Put Exercise Period Covenants means, collectively, (i) the Pre-Put Exercise Period Covenants, (ii) the financial covenants set forth in Section 10.1 [Debt Service Coverage Ratio] (subject, however, to a fifteen percent (15%) cushion), Section 10.2 [Total Funded Indebtedness to Adjusted EBITDA] (subject, however, to a fifteen percent (15%) cushion) and Section 10.4 [Capital Expenditures] (subject, however, to a twenty-five percent (25%) cushion) of the Senior Loan Agreement, as such financial covenants are in effect on the Second Amendment Date and as calculated pursuant to the provisions of the Senior Loan Agreement (including defined terms used in the calculation of such financial covenants, such that for purposes of determining compliance with such financial covenants the defined terms contained in the Senior Loan Agreement shall prevail and control in the event of any conflict between such defined terms in the Senior Loan Agreement and the defined terms in the Purchase Agreement) as in effect on the Second Amendment Date, (iii) those covenants set forth in Sections 8.2 [Borrowers' Existence], 8.3 [Compliance With Laws], 9.2 [Encumbrances] and 9.14 [Earn Out Payments] of the Senior Loan Agreement as in effect on the Second Amendment Date and (iv) those covenants set forth in (x) Section 9.1 [Debt] and Section 9.6 [Distributions] of the Senior Loan Agreement, each as in effect on the Second Amendment Date, (y) Section 7.11 of the Purchase Agreement [voluntary prepayments of debt] and (z) Section 7.1(c) [Senior Debt Limitation] of the Purchase Agreement (provided that the senior debt permitted thereunder shall not exceed the Senior Debt Cap) (the Post-Put Exercise Period Covenants identified in this clause (iv) being referred to herein as the "Core Post-Put Exercise Period Covenants").

Definition of Post-Put Exercise Period Covenants in Amended and Restated

Post-Put Exercise Period Covenants means, collectively, (i) the Pre-Put Exercise Period Covenants, (ii) the financial covenants set forth in Section 10.1 [Debt Service Coverage Ratio] (subject, however, to a fifteen percent (15%) cushion), Section 10.2 [Total Funded Indebtedness to Adjusted EBITDA] (subject, however, to a fifteen percent (15%) cushion) and Section 10.4 [Capital Expenditures] (subject, however, to a twenty-five percent (25%) cushion) of the Senior Loan Agreement, as such financial covenants are in effect on the Second Amendment Date and as calculated pursuant to the provisions of the Senior Loan Agreement (including defined terms used in the calculation of such financial covenants, such that for purposes of determining compliance with such financial covenants the defined terms contained in the Senior Loan Agreement shall prevail and control in the event of any conflict between such defined terms in the Senior Loan Agreement and the defined terms in the Purchase Agreement) as in effect on the Second Amendment Date, (iii) those covenants set forth in Sections 8.2 [Borrowers' Existence], 8.3 [Compliance With Laws], 9.2 [Encumbrances] and 9.14 [Earn Out Payments] of the Senior Loan Agreement as in effect on the Second Amendment Date and (iv) those covenants set forth in (x) Section 9.1 [Debt] and Section 9.6 [Distributions] of the Senior Loan Agreement, each as in effect on the Second Amendment Date, (y) Section 7.11 of the Purchase Agreement [voluntary prepayments of debt] and (z) Section 7.1(c) [Senior Debt Limitation] of the Purchase Agreement (provided that the senior debt permitted thereunder shall not exceed the Senior Debt Cap) (the Post-Put Exercise Period Covenants identified in this clause (iv) being referred to herein as the "Core Post-Put Exercise Period Covenants").