SUBSTANTIAL UNDERPERFORMANCE definition
SUBSTANTIAL UNDERPERFORMANCE means the occurrence or existence of either or both of the following: (i) at any time during the 12-month period ending on and including the date of termination of the Employment Period (A) a default, whether or not cured, caused by the failure to make any Material Payment of any Debt (unless a clerical error caused such failure and such failure was cured immediately upon discovery), (B) any other material event of default (after giving effect to any applicable grace period) relating to any Material Debt the effect of which default is to cause, or to permit the holder or holders of such Material Debt (or a trustee or agent on behalf of such holder or holders) to cause, any such Material Debt to become due prior to its stated maturity (without regard to any subordination provisions relating thereto) or (C) any Material Debt shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof or (ii) as of 27
SUBSTANTIAL UNDERPERFORMANCE means the occurrence or existence of either or both of the following: (i) at any time during the 12-month period ending on and
SUBSTANTIAL UNDERPERFORMANCE means the occurrence or existence of either or both of the following: (i) at any time during the 12-month period ending on and including the date of termination of the Employment Period (A) a default, whether or not cured, caused by the failure to make any Material Payment of any Debt (unless a clerical error caused such failure and such failure was cured immediately upon discovery), (B) any other material event of default (after giving effect to any applicable grace period) relating to any Material Debt the effect of which default is to cause, or to permit the holder or holders of such Material Debt (or a trustee or agent on behalf of such holder or holders) to cause, any such Material Debt to become due prior to its stated maturity (without regard to any subordination provisions relating thereto) or (C) any Material Debt shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof or (ii) as of the date of the termination of the Employment Period, EBITDA for the 12-month period ending on the last day of the last completed calendar month immediately preceding the date of the termination of the Employment Period equals an amount less than 85% of aggregate Pro Forma EBITDA for the same 12-month period. For purposes of this definition, "Debt" shall mean, as of any date of determination, any Debt of the Company, Employer or any of their respective Subsidiaries; "Material Payment" shall mean any payment equal to or greater than $100,000; and "Material Debt" shall mean any Debt having an outstanding principal balance in excess of $3 million. "TCW/CRESCENT LENDERS" means collectively, TCW/Crescent Mezzanine Partners III, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Trust III, a Delaware 24 business trust, and TCW/Crescent Mezzanine Partners III Netherlands, L.P., a Delaware limited partnership, any of their Affiliates or any investment fund for whom Trust Company of the West or any Affiliate of Trust Company of the West acts as an account manager. "TCW/CRESCENT PURCHASERS" means collectively, TCW/Crescent Mezzanine Partners III, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Trust III, a Delaware business trust, and TCW/Crescent Mezzanine Partners III Netherlands, L.P., a Delaware limited partnership, any of their Affiliates or any investment fund for whom Trust Company of the West or any Affiliate of Trust Company of the West acts as...