Common use of Borrower’s Right to Cure Clause in Contracts

Borrower’s Right to Cure. (a) When an Event of Default under Section 6.1 has occurred (a “Coverage Ratio EOD”), the Borrower may provide an irrevocable notice (the “Notice of Intent to Cure”) to the Administrative Agent committing to cure such Coverage Ratio EOD by depositing an amount in the Equity Cure Account sufficient to cause the Cash Flow Coverage Ratio to be greater than or equal to 1:40:1.00 (the “Cure Amount”). The Borrower shall specify the Cure Amount in its Notice of Intent to Cure. (b) Within ten (10) days of the Quarterly Date when the Coverage Ratio EOD occurred (the “Cure Expiration Date”), the Borrower shall in accordance with its Notice of Intent to Cure, deposit Equity Contributions in an amount equal to the Cure Amount in the Equity Cure Account. (c) Solely for purposes of calculating the Cash Flow Coverage Ratio for any period that includes the fiscal quarter prior the Quarterly Date when the applicable Coverage Ratio EOD occurred, the Cure Amount shall be added to the Actual Net Cash Flow of the Borrower to the extent such Cure Amount remains on deposit in the Equity Cure Account (except to the extent applied to prepay the Loans in accordance with the following sentence). The Borrower may at any time apply amounts on deposit in the Equity Cure Account to prepay the Loans pursuant to Section 2.1(f). (d) In furtherance of clause (b) above, (A) upon actual deposit of the full Cure Amount in the Equity Cure Account, the covenant under Section 6.1 shall be deemed satisfied and complied with as of Quarterly Date when the applicable Coverage Ratio EOD occurred with the same effect as though there had been no failure to comply with such covenant and the applicable Coverage Ratio EOD shall be deemed not to have occurred for purposes of the Financing Documents, and (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior the Cure Expiration Date, neither the Administrative Agent nor any Lender may exercise any rights or [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. remedies under Section 8.2 (or under any other Financing Document) on the basis of any actual or purported Event of Default under Section 6.1 until and unless the Cure Expiration Date has occurred without the Cure Amount having been deposited pursuant to Section 8.4(b). (e) There shall be no more than (i) two (2) consecutive fiscal quarters and (ii) four (4) total fiscal quarters in which the cure rights set forth in this Section 8.4 are exercised during the term of this Agreement.

Borrower’s Right to Cure. (a) When an Notwithstanding anything to the contrary contained in Section 7.1, in the event of any Event of Default under the covenants set forth in Section 6.1 has occurred 6.17 or Section 6.19 and until the expiration of the 10th day after the date on which financial statements are required to be delivered pursuant to Section 5.2(a) or (a “Coverage Ratio EOD”)b) with respect to the applicable fiscal quarter hereunder, the Borrower may provide an irrevocable notice apply Equity Issuance Proceeds from the issuance of common Equity Interests (the “Notice of Intent to Cure”a "Covenant Cure Payment") to the Administrative Agent committing to cure any such Coverage Ratio EOD by depositing an amount Event of Default, in the Equity Cure Account sufficient to cause the Cash Flow Coverage Ratio to be greater than or equal to 1:40:1.00 (the “Cure Amount”)manner set forth below in this Section 7.7. The Borrower shall specify the Cure Amount in its Notice of Intent to Cure. (b) Within ten (10) days of the Quarterly Date when the Coverage Ratio EOD occurred (the “Cure Expiration Date”), the Borrower shall in accordance with its Notice of Intent to Cure, deposit Equity Contributions in an amount equal to the Cure Amount in the Equity Cure Account. (c) Solely for purposes of calculating the Cash Flow Coverage Ratio covenants contained in Sections 6.17 or Section 6.19, as applicable, for any period that includes the a particular fiscal quarter end (the “Test Quarter End”), (i) the Borrower may cure the Event of Default arising as a result of the breach of Section 6.17 by applying the proceeds of the Covenant Cure Payment as a prepayment of the consolidated Debt of the Borrower as required herein, and (ii) the Borrower may cure the Event of Default arising as a result of the breach of Section 6.19 by increasing its consolidated EBITDA for such period by the amount of the Covenant Cure Payment; provided that, in any event, (A) on or prior to the Quarterly Date when date on which financial statements are required to be delivered pursuant to Section 5.2(a) or (b) Borrower shall have delivered to the Administrative Agent a written notice of its election to make a Covenant Cure Payment hereunder for an applicable Test Quarter End, (B) the Borrower must actually receive such applicable Covenant Cure Payment after the Test Quarter End but on or prior to the 10th day following the date the applicable Coverage Ratio EOD occurredfinancial statements are required to be delivered pursuant to Section 5.2(a) or (b), and (C) no later than the 10th day following the date the applicable financial statements are required to be delivered pursuant to Section 5.2(a) or (b), the Borrower shall have applied the proceeds of such Covenant Cure Amount shall be added Payment as a prepayment of the Advances (without any need for prior notice of such prepayment). Subject to the Actual Net Cash Flow terms set forth above and the terms in clauses (b) through (d) below, upon (x) application of the proceeds of such Covenant Cure Payment as provided in the immediately preceding sentence and (y) delivery of a Compliance Certificate executed by a Responsible Officer of the Borrower to the extent Administrative Agent reflecting compliance with Section 6.17 or Section 6.19, as applicable, after giving effect to such Covenant Cure Amount remains Payment, such Event of Default shall be deemed cured and no longer in existence. (b) The amount of each Covenant Cure Payment shall be limited to the minimum amount sufficient to bring the Credit Parties into compliance with the covenant set forth in Section 6.17 or Section 6.19, as applicable. (c) The parties hereby acknowledge and agree that, other than solely in connection with calculating the financial covenants set forth in Section 6.17 or Section 6.19, as applicable, this Section 7.7 shall not be relied on deposit for purposes of calculating any financial ratios or other conditions or compliances and shall not result in the Equity Cure Account any adjustment to any amounts other than (except i) to the extent the Covenant Cure Payment is applied for purposes of calculating the Senior Leverage Ratio under Section 6.17, the reduction in the consolidated Debt of the Borrower as a result of the repayment of the Advances with the Covenant Cure Payment and (ii) to the extent the Covenant Cure Payment is applied to prepay increase the Loans EBITDA for purposes of Section 6.19, such increase in accordance with EBITDA. To the following sentence). The Borrower may at extent a Covenant Cure Payment is applied to increase EBITDA, (x) such Covenant Cure Payment shall be taken into account when calculating the covenant contained in Section 6.19 as of a particular fiscal quarter end and shall also be taken into account for any time apply amounts on deposit subsequent calculations of the covenant contained in Section 6.19 (but not any other covenant) which include such particular fiscal quarter as part of its trailing twelve month period or trailing four quarter period and (y) in any event, a Covenant Cure Payment shall not be applied as an increase in EBITDA when calculating the Equity Senior Leverage Ratio as of any fiscal quarter end even if such Covenant Cure Account to prepay Payment was applied as an increase in EBITDA for the Loans pursuant to minimum EBITDA covenant contained in Section 2.1(f)6.19. (d) In furtherance each period of clause (b) abovefour fiscal quarters, (A) upon actual deposit of the full Cure Amount in the Equity Cure Account, the covenant under Section 6.1 there shall be deemed satisfied and complied with as of Quarterly Date when the applicable Coverage Ratio EOD occurred with the same effect as though there had been no failure to comply with such covenant and the applicable Coverage Ratio EOD shall be deemed not to have occurred for purposes of the Financing Documents, and (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior the Cure Expiration Date, neither the Administrative Agent nor any Lender may exercise any rights or [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. remedies under Section 8.2 (or under any other Financing Document) on the basis of any actual or purported Event of Default under Section 6.1 until and unless the Cure Expiration Date has occurred without the Cure Amount having been deposited pursuant to Section 8.4(b). (e) There shall be no more than (i) at least two (2) consecutive fiscal quarters and (ii) four (4) total fiscal quarters in which the no cure rights set forth in this Section 8.4 are exercised during the term of this Agreement7.7(a) is made.

Borrower’s Right to Cure. (a) When an Event of Default under Section 6.1 has occurred (a “Coverage Ratio EOD”), the Borrower may provide an irrevocable notice (the “Notice of Intent to Cure”) to the Administrative Agent committing to cure such Coverage Ratio EOD by depositing an amount in the Equity Cure Account sufficient to cause the Cash Flow Coverage Ratio to be greater than or equal to 1:40:1.00 (the “Cure Amount”). The Borrower shall specify the Cure Amount in its Notice of Intent to Cure.. *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission (b) Within ten (10) days of the Quarterly Date when the Coverage Ratio EOD occurred (the “Cure Expiration Date”), the Borrower shall in accordance with its Notice of Intent to Cure, deposit Equity Contributions in an amount equal to the Cure Amount in the Equity Cure Account. (c) Solely for purposes of calculating the Cash Flow Coverage Ratio for any period that includes the fiscal quarter prior the Quarterly Date when the applicable Coverage Ratio EOD occurred, the Cure Amount shall be added to the Actual Net Cash Flow of the Borrower to the extent such Cure Amount remains on deposit in the Equity Cure Account (except to the extent applied to prepay the Loans in accordance with the following sentence). The Borrower may at any time apply amounts on deposit in the Equity Cure Account to prepay the Loans pursuant to Section 2.1(f). (d) In furtherance of clause (b) above, (A) upon actual deposit of the full Cure Amount in the Equity Cure Account, the covenant under Section 6.1 shall be deemed satisfied and complied with as of Quarterly Date when the applicable Coverage Ratio EOD occurred with the same effect as though there had been no failure to comply with such covenant and the applicable Coverage Ratio EOD shall be deemed not to have occurred for purposes of the Financing Documents, and (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior the Cure Expiration Date, neither the Administrative Agent nor any Lender may exercise any rights or [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. remedies under Section 8.2 (or under any other Financing Document) on the basis of any actual or purported Event of Default under Section 6.1 until and unless the Cure Expiration Date has occurred without the Cure Amount having been deposited pursuant to Section 8.4(b). (e) There shall be no more than (i) two (2) consecutive fiscal quarters and (ii) four (4) total fiscal quarters in which the cure rights set forth in this Section 8.4 are exercised during the term of this Agreement.

Borrower’s Right to Cure. (a) When an If any nonmonetary Event of Default under Section 6.1 has occurred occurs (a “Coverage Ratio EOD”except as otherwise stated below), Lender shall not accelerate the Obligations, make any payments for which Borrower may provide an irrevocable is primarily liable, foreclose upon or attach any assets of Borrower, or otherwise exercise any other of Lender's other rights and remedies under the Loan Documents unless it first personally delivers to Borrower or mails to Borrower written notice as set forth in Section 13.01 of such default and such default is not fully cured within thirty (the “Notice of Intent to Cure”30) to the Administrative Agent committing to cure days after such Coverage Ratio EOD by depositing an amount notice is so delivered or deposited in the Equity Cure Account sufficient to cause the Cash Flow Coverage Ratio to be greater than or equal to 1:40:1.00 U.S. mail, provided (the “Cure Amount”). The Borrower shall specify the Cure Amount in its Notice of Intent to Cure. (bi) Within within ten (10) days after the delivery or mailing of the Quarterly Date when notice of default Borrower commences its cure and submits to Lender in writing its plan to cure, and (ii) said cure is continuously pursued by Borrower with due diligence. If said nonmonetary Event of Default is not reasonably capable of being cured within thirty (30) days, Borrower shall have such additional time as is reasonably necessary to complete the Coverage Ratio EOD occurred cure, but in no event for more than sixty (60) days after the “Cure Expiration Date”)delivery or mailing of the notice of default, all provided (x) said default is in Lender's reasonable judgment curable within said period, (y) Borrower provides Lender with written, detailed progress reports at least every thirty (30) days until the cure is complete, and (z) Borrower continuously and diligently pursues said cure. Notwithstanding the above provisions, the Borrower cure period provided for in this Section 11.07 shall in accordance with its Notice of Intent to Cure, deposit Equity Contributions in an amount equal to the Cure Amount not apply in the Equity Cure Account.following circumstances: (a) the failure of Borrower to make a monetary payment to Lender, including, without limitation, the failure of Borrower to pay any installment due on either of the Notes; or (b) the failure of Borrower to pay any taxes now or hereafter owing by Borrower when due which are not diligently being protested in good faith in appropriate proceedings by Borrower; or (c) Solely for purposes the failure of calculating the Cash Flow Coverage Ratio for Borrower to maintain any period that includes the fiscal quarter prior the Quarterly Date when the applicable Coverage Ratio EOD occurred, the Cure Amount shall be added to the Actual Net Cash Flow of the insurance required by this Agreement or any of the other Loan Documents or the failure of Borrower to the extent pay any premium when due with respect to any such Cure Amount remains on deposit in the Equity Cure Account (except to the extent applied to prepay the Loans in accordance with the following sentence). The Borrower may at any time apply amounts on deposit in the Equity Cure Account to prepay the Loans pursuant to Section 2.1(f).insurance; or (d) In furtherance except as otherwise expressly permitted in this Agreement and the Security Agreement, if Borrower transfers or encumbers all or any portion of clause (b) above, (A) upon actual deposit of the full Cure Amount its interest in the Equity Cure Account, Collateral (other than Inventory sold in the covenant under Section 6.1 shall be deemed satisfied and complied with as ordinary course of Quarterly Date when the applicable Coverage Ratio EOD occurred with the same effect as though there had been no failure to comply with such covenant and the applicable Coverage Ratio EOD shall be deemed not to have occurred for purposes of the Financing Documents, and (BBorrower's business) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior the Cure Expiration Date, neither the Administrative Agent nor any Lender may exercise any rights or [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. remedies under Section 8.2 (or under any other Financing Document) on the basis of any actual or purported Event of Default under Section 6.1 until and unless the Cure Expiration Date has occurred without the Cure Amount having been deposited pursuant to Section 8.4(b).required consent of Lender; or (e) There shall be no in any circumstance when a delay in effecting a cure is, in the reasonable judgment of Lender, likely to result in any security being damaged, becoming uninsured or rendered unavailable to Lender or the value thereof being materially and adversely affected; or (f) any default of the same type or nature which is repeated more than once in any one (1) calendar year; or (g) any filing of a voluntary or involuntary petition in bankruptcy by or against Borrower, or for the appointment of a receiver or trustee of all or a portion of Borrower's property; or (h) any assignment for the benefit of creditors, fraudulent conveyance, or other plan or action instituted by Borrower, in any attempt to avoid the satisfaction of any lawful indebtedness; or (i) two any waste committed to or demolition of the Collateral; or (2j) consecutive fiscal quarters any nonmonetary default which Lender reasonably determines is not capable of being cured within the requisite period. The provisions of this paragraph shall apply to all nonmonetary Events of Default under all of the Loan Documents, and (ii) four (4) total fiscal quarters unless expressly stated to the contrary in which such documents, any cure period referred to therein shall be deemed to incorporate said provisions. If any of said Loan Documents are inconsistent with this Section 11.07 the latter shall be controlling, unless said other document expressly provides otherwise. Where additional notice or cure rights set forth periods are provided in this or any other such documents or are required by any other contract or by law, said periods and those contained in this Section 8.4 are exercised during 11.07 shall run concurrently. Nothing in this Section 11.07 shall be construed as extending the term of this Agreementany of the Notes or the date upon which a default occurs, and no decision to forego any remedy for any given Event of Default shall be deemed a waiver on the part of the holder hereof of any right relating to any other Event of Default. This paragraph shall be strictly construed, and shall not impair the exercise of any remedy not referred to above immediately upon any Event of Default, including, without limitation, the seeking of any mandatory or prohibitive injunction or restraining order.