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

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default resulting from a violation of the covenant set forth in Section 7.14 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings and any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower through capital contribution of such Net Cash Proceeds by Holdings or any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) to the Borrower no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default from a violation of the covenant set forth in Section 7.14, for any applicable period. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.14 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four consecutive fiscal quarters, there shall be at least one fiscal quarter in which no cure set forth in Section 8.05(a) is made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default resulting from a violation of the under any covenant set forth in Section 7.14 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings and any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdings or any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) to the Borrower Borrower) no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default from a violation of the covenant set forth in under Section 7.14, 7.11 for any applicable period. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.14 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In Notwithstanding the provisions of Section 8.05(a), in each period of four consecutive fiscal quarters, there shall be at least one two (2) fiscal quarter quarters in which no cure set forth in Section 8.05(a) is made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in 8.01 or Section 8.02: (a) For the event purpose of any determining whether an Event of Default resulting under Section 7.11 has occurred, the Borrower may on one or more occasions designate any portion of the net cash proceeds from a violation sale or issuance of Qualified Equity Interests of Holdings or any cash contribu tion to the common capital of the covenant set forth in Section 7.14 Borrower (the “Cure Amount”) as an increase to Consolidated EBITDA for the applicable fiscal quarter; provided that such amounts to be designated (i) are ac tually received by the Borrower after the first day of such applicable fiscal quarter and until the expiration of on or prior to the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings and any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower through capital contribution of such Net Cash Proceeds by Holdings or any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) to the Borrower no later than ten (10) days Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter hereunder(the “Cure Expiration Date”), (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such any Event of Default from under Section 7.11 as of such date and (iii) Borrower shall have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent on the date such amounts are designated as a violation “Cure Amount” (it being un derstood that to the extent such notice is provided in advance of delivery of a Compliance Certifi cate for the covenant set forth in Section 7.14, for any applicable period. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.14 and shall not result in any adjustment to any amounts other than , the amount of such Net Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under Section 7.11 is less than the full amount of such originally desig nated amount). The Cure Amount used to calculate Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four consecutive fiscal quarters, there shall be at least for one fiscal quarter in which no cure set forth in Section 8.05(a) is made.-134-

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default resulting that has resulted or may result from a violation of the covenant covenants set forth in Section 7.14 and 7.11 for the Test Period in effect at such time, until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings and any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors Permitted Holders and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower through capital contribution of such Net Cash Proceeds by Holdings or any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) to the Borrower no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iiiii) do not exceed the aggregate amount necessary to cure such Event of Default from a violation of the covenant covenants set forth in Section 7.14, 7.11 for any applicable period. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.14 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (bi) In each period of four consecutive fiscal quarters, there shall be at least one two fiscal quarter quarters in which no cure set forth in Section 8.05(a) is made, (ii) such cure may not be made more than five times in the aggregate and (iii) there shall be no pro forma reduction in Indebtedness with the proceeds of any such Permitted Equity Issuance for determining compliance with Section 7.11 for the fiscal quarter with respect to which such Permitted Equity Issuance was made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default resulting from a violation of the under any covenant set forth in Section 7.14 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings and any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdings or any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) to the Borrower Borrower) no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default from a violation of the covenant set forth in under Section 7.14, 7.11 for any applicable period. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.14 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In Notwithstanding the provisions of Section 8.05(a), (x) in each period of four consecutive fiscal quarters, there shall be at least one (1) fiscal quarter in which no cure set forth in Section 8.05(a) is made and (y) in each period of eight fiscal quarters, there shall be at least four (4) consecutive fiscal quarters in which no cure set forth in Section 8.05(a) is made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default resulting from a violation of the under any covenant set forth in Section 7.14 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings and any direct the Borrower may sell or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) may engage in a Permitted issue Qualified Equity Issuance Interests of the Borrower to any of the Equity Investors (or to any Holding Company if funded by an issuance of Equity Interests of a Holding Company to any of the Equity Investors) and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (and included as EBITDA in such quarter for any Test Period including such quarter); provided that such Net Cash Proceeds (i) are actually received by the Borrower through capital contribution of such Net Cash Proceeds by Holdings or any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) to the Borrower no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default from a violation of the covenant set forth in under Section 7.14, 7.11 for any applicable period. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.14 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four consecutive fiscal quarters, there shall be at least one two (2) fiscal quarter quarters in which no cure set forth in Section 8.05(a) is made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default resulting from a violation of the under any covenant set forth in Section 7.14 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings and any direct (or indirect parent thereof (or, the Borrower after a Qualifying IPO, any Intermediate Holding CompanyIPO of the Borrower) may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdings or any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) to the Borrower Borrower) no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default from a violation of the covenant set forth in under Section 7.14, 7.11 for any applicable period. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.14 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four consecutive fiscal quarters, there shall be at least one two (2) consecutive fiscal quarter quarters in which no cure set forth in Section 8.05(a) is made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default resulting from a violation of under the covenant set forth in Section 7.14 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings and any direct the Borrower may sell or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) may engage in a Permitted issue Qualified Equity Issuance to any Interests of the Equity Investors Borrower and apply the amount of the Net Cash Proceeds net cash proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (and included as Consolidated EBITDA in such quarter for any Test Period including such quarter); provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower through capital contribution of such Net Cash Proceeds by Holdings or any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) to the Borrower no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default from a violation of the covenant set forth in under Section 7.14, 7.11 for any applicable period. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.14 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four consecutive fiscal quarters, there shall be at least one two (2) fiscal quarter quarters in which no cure set forth in Section 8.05(a) is made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default resulting from a violation of the covenant covenants set forth in Section 7.14 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings and any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors Permitted Holders and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower through capital contribution of such Net Cash Proceeds by Holdings or any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) the Borrower to the Borrower no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default from a violation of the covenant covenants set forth in Section 7.14, 7.11 for any applicable period. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.14 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) . In each period of four consecutive fiscal quarters, there shall be at least one fiscal quarter in which no cure set forth in Section 8.05(a) is made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.0111, in the event of any Event of Default resulting from a violation of the under any covenant set forth in Section 7.14 10.9 and 10.10 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings and any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) may engage in an issuance of Equity Interests that constitutes a Permitted Equity Issuance to any of the Equity Investors Permitted Holders and contribute such amount to the common equity capital of the Borrower and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdings or any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) to the Borrower Borrower) no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied not included in clause (iii) of the definition of Available Amount and (iii) do not exceed the aggregate amount necessary to cure such Event of Default from a violation of the covenant set forth in under Section 7.14, 10.9 and 10.10 for any applicable period. The parties hereby acknowledge that this Section 8.05(a11.14(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.14 10.9 and 10.10 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four consecutive fiscal quarters, there shall be at least one two (2) consecutive fiscal quarter quarters in which no cure set forth in Section 8.05(a11.14(a) is made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default resulting from a violation of the under any covenant set forth in Section 7.14 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings and any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdings or any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate the Holding Company) Companies to the Borrower Borrower) no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default from a violation of the covenant set forth in under Section 7.14, 7.11 for any applicable period; provided, further, that the Borrower shall not be permitted to engage in any more than two Permitted Equity Issuances in any consecutive four fiscal-quarter period in reliance on this Section 8.05. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.14 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four consecutive fiscal quarters, there shall be at least one fiscal quarter in which no cure set forth in Section 8.05(a) is made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default resulting from a violation of the covenant covenants set forth in Section 7.14 7.11 for the Test Period in effect at such time and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings and any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors Permitted Holders and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower through capital contribution of such Net Cash Proceeds by Holdings or any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) the Borrower to the Borrower no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default from a violation of the covenant covenants set forth in Section 7.14, 7.11 for any applicable period. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.14 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four consecutive fiscal quarters, there shall be at least one fiscal quarter in which no cure set forth in Section 8.05(a) is made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default resulting from a violation of under the covenant set forth in Section 7.14 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings and any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdings or any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) to the Borrower Borrower) no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default from a violation of the covenant set forth in under Section 7.14, 7.11 for any applicable period. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.14 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four consecutive fiscal quarters, there shall be at least one two (2) consecutive fiscal quarter quarters in which no cure set forth in Section 8.05(a) is made. (c) During the term of this Agreement, a cure set forth in Section 8.05(a) shall not be exercised more than five (5) times.