INTEREST EXPENSE COVERAGE RATIO. THE BORROWERS WILL NOT PERMIT THE
RATIO OF (A) CONSOLIDATED ADJUSTED EBITDA TO (B) CONSOLIDATED INTEREST EXPENSE
FOR ANY PERIOD OF FOUR CONSECUTIVE FISCAL QUARTERS ENDING AFTER THE CLOSING DATE
TO BE LESS THAN 3.50 TO 1.00.
SECTION 6.13. WALDEN TRADEMARKS. THE COMPANY WILL NOT, AND WILL NOT PERMIT ANY
SUBSIDIARY (OTHER THAN WALDEN UNIVERSITY, INC.) TO, OWN ANY RIGHT, TITLE OR
INTEREST THAT CONSTITUTES A PLEDGED WALDEN TRADEMARK.
SECTION 6.14. BUSINESS OF SUBSIDIARIES. THE COMPANY WILL NOT PERMIT LAUREATE
EDUCATION INTERNATIONAL LTD., FSIUH HOLDING COMPANY, FLEET STREET IU USA, FLEET
STREET IU NETHERLANDS OR REDE INTERNACIONAL DE UNIVERSIDADES LAUREATE, LTDA. (A)
TO ENGAGE IN ANY BUSINESS ACTIVITIES (INCLUDING PLEDGING OR TRANSFERRING EQUITY
INTERESTS OWNED BY SUCH SUBSIDIARIES) OTHER THAN OWNERSHIP OF THE EQUITY
INTERESTS OWNED BY SUCH SUBSIDIARIES AS OF THE US TRANCHE EFFECTIVE DATE,
ACTIVITIES INCIDENTAL THERETO AND PLEDGES OF SUCH EQUITY INTERESTS UNDER THE
LOAN DOCUMENTS, (B) TO INCUR ANY INDEBTEDNESS OR LIABILITIES, INCLUDING ANY
GUARANTEE OF INDEBTEDNESS OF THE COMPANY, OTHER THAN (I) INDEBTEDNESS UNDER THE
LOAN DOCUMENTS, (II) INDEBTEDNESS TO THE COMPANY OR ANY
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SUBSIDIARY PERMITTED UNDER THIS AGREEMENT AND (III) OTHER LIABILITIES NOT
CONSTITUTING INDEBTEDNESS INCIDENTAL TO THE OWNERSHIP OF THE EQUITY INTERESTS
REFERRED TO IN THE PRECEDING CLAUSE (A). THE COMPANY WILL NOT PERMIT THE
INTERCOMPANY DEBT HOLDING COMPANY TO ENGAGE IN ANY BUSINESS OR ACTIVITY OTHER
THAN RECEIVING AND HOLDING INDEBTEDNESS AND ACCOUNTS RECEIVABLE TRANSFERRED TO
IT PURSUANT TO SECTION 6.05(A)(III) AND ACTIVITIES INCIDENTAL TO THE MAINTENANCE
OF ITS EXISTENCE, AND WILL NOT INCUR ANY INDEBTEDNESS OR OTHER OBLIGATION OTHER
THAN INDEBTEDNESS UNDER THE LOAN DOCUMENTS AND OBLIGATIONS NOT CONSTITUTING
INDEBTEDNESS INCIDENTAL TO THE ACTIVITIES PERMITTED BY THIS SENTENCE.
ARTICLE VII
EVENTS OF DEFAULT
If any of the following events (any such event being called an "Event of
Default") shall occur:
(A) EITHER BORROWER SHALL FAIL TO PAY ANY PRINCIPAL OF ANY LOAN OR ANY
REIMBURSEMENT OBLIGATION IN RESPECT OF ANY LC DISBURSEMENT WHEN AND AS THE SAME
SHALL BECOME DUE AND PAYABLE, WHETHER AT THE DUE DATE THEREOF OR AT A DATE FIXED
FOR PREPAYMENT THEREOF OR OTHERWISE;
(B) EITHER BORROWER SHALL FAIL TO PAY ANY INTEREST ON ANY LOAN OR LC
DISBURSEMENT OR ANY FEE OR ANY OTHER AMOUNT (OTHER THAN AN AMOUNT REFERRED TO IN
PARAGRAPH (A) OF THIS ARTICLE) PAYABLE UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, WHEN AND AS THE SAME SHALL BECOME DUE AND PAYABLE, AND SUCH FAILURE
SHALL CONTINUE UNREMEDIED FOR A PERIOD OF THREE BUSINESS DAYS;
(C) ANY REPRESENTATION, WARRANTY OR STATEMENT MADE OR DEEMED MADE BY OR ON
BEHALF OF THE COMPANY OR ANY SUBSIDIARY IN ANY LOAN DOCUMENT OR ANY AMENDMENT OR
MODIFICATION THEREOF OR WAIVER THEREUNDER, OR IN ANY REPORT, CERTIFICATE,
FINANCIAL STATEMENT OR OTHER DOCUMENT FURNISHED PURSUANT TO OR IN CONNECTION
WITH ANY LOAN DOCUMENT OR ANY AMENDMENT OR MODIFICATION THEREOF OR WAIVER
THEREUNDER, SHALL PROVE TO HAVE BEEN INCORRECT IN ANY MATERIAL RESPECT WHEN MADE
OR DEEMED MADE;
(D) THE COMPANY OR