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 10.1, in the event of any Event of Default under any covenant set forth in Article VI and until the expiration of the tenth (10th) Business Day after the date on which the Consolidated Fixed Charge Coverage Ratio calculation would be required to be delivered pursuant to Section 6.1 or Section 7.2(a) (such date, the “Cure Expiration Date”), following delivery of a Notice of Intent to Cure in accordance herewith, the Borrower may designate any portion of the Net Cash Proceeds of any issuance of common Equity Interests of the Borrower or any cash capital contribution to the common equity of the Borrower as an increase to Consolidated EBITDA with respect to such applicable quarter; provided that all such Net Cash Proceeds to be so designated (i) are actually received by the Borrower as cash common equity (including through capital contribution of such Net Cash Proceeds to the Borrower) after the date of such notice and before the Cure Expiration Date and (ii) the aggregate amount of such Net Cash Proceeds or cash capital contribution that are so designated shall not exceed 100% of the aggregate amount necessary to cure such Event of Default under Article VI for any applicable period. (b) Upon receipt by the Borrower of any such designated Net Cash Proceeds or cash capital contribution (the “Cure Amount”) in accordance with this Section 10.4, Consolidated EBITDA for any period of calculation which includes the last Fiscal Quarter of the Test Period ending immediately prior to the date on which such Cure Amount was received shall be increased, solely for the purpose of calculating any financial ratio set forth in Article VI, by an amount equal to the Cure Amount. The resulting increase to Consolidated EBITDA and any reduction in Indebtedness, if applicable, from designation of a Cure Amount shall not result in any adjustment to Consolidated EBITDA or any other financial definition for any purpose under this Agreement other than for purposes of calculating the financial ratio set forth in Article VI and for additional clarification shall not adjust the calculation of Consolidated EBITDA for purposes of determining the Net Leverage Ratio or Consolidated Fixed Charge Coverage Ratio (other than for purposes of actual compliance with Article VI as of the end of any applicable Test Period). (c) If, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of Article VI, the Borrower shall be deemed to have satisfied the requirements of Article VI as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable existing breach or default of Article VI shall be deemed cured for this purpose of the Agreement. (d) In each period of four Fiscal Quarters, there shall be at least two (2) Fiscal Quarters for which Consolidated EBITDA is not increased by exercise of a cure pursuant to Section 10.4(a). Consolidated EBITDA may not be increased by exercise of a cure pursuant to Section 10.4(a) more than four (4) times during the term hereof.

Borrower’s Right to Cure. 115 (a) Notwithstanding anything to For the contrary contained in Section 10.1, in the event purpose of any determining whether an Event of Default under the Financial Covenant has occurred, a Borrower may on one or more occasions designate any covenant set forth in Article VI and until the expiration portion of the tenth net cash proceeds from any Subordinated Shareholder Loans, sale or issuance of Qualified Equity Interests of a Borrower or contribution to the common capital of a Borrower (10thor from any other contribution to capital or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent) (the “Cure Amount”), at the option of such Borrower, as an increase to Consolidated EBITDA or a deduction from the calculation of Indebtedness for the applicable fiscal quarter; provided that (i) such amounts to be designated are actually received by such Borrower on or after the first day of such applicable fiscal quarter and on or prior to the fifteenth (15th) Business Day after the date on which the Consolidated Fixed Charge Coverage Ratio calculation would be financial statements are required to be delivered pursuant with respect to Section 6.1 or Section 7.2(a) such applicable fiscal quarter (such date, the “Cure Expiration Date”), following delivery of a Notice of Intent to Cure in accordance herewith, the Borrower may designate any portion of the Net Cash Proceeds of any issuance of common Equity Interests of the Borrower or any cash capital contribution to the common equity of the Borrower as an increase to Consolidated EBITDA with respect to such applicable quarter; provided that all such Net Cash Proceeds to be so designated (i) are actually received by the Borrower as cash common equity (including through capital contribution of such Net Cash Proceeds to the Borrower) after the date of such notice and before the Cure Expiration Date and (ii) the aggregate amount of such Net Cash Proceeds or cash capital contribution that are so designated shall amounts do not exceed 100% of the aggregate amount necessary to cure such any Event of Default under Article VI the Financial Covenant as of such date and (iii) such Borrower shall have provided notice to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent any such notice is provided in advance of delivery of a Compliance Certificate for any the applicable period, the amount of such net cash proceeds that is designated as the Cure Amount may be different than the amount necessary to cure any Event of Default under the Financial Covenant and may be modified, as necessary, in a subsequent corrected notice delivered on or before the Cure Expiration Date (it being understood that in any event the final designation of the Cure Amount shall continue to be subject to the requirements set forth in clauses (i) and (ii) above)). The Cure Amount used to calculate Consolidated EBITDA or Indebtedness for one fiscal quarter shall be used and included when calculating Consolidated EBITDA or Indebtedness for each Test Period that includes such fiscal quarter. (b) Upon receipt by the Borrower of any such designated Net Cash Proceeds or cash capital contribution (the “Cure Amount”) in accordance with The parties hereby acknowledge that this Section 10.4, Consolidated EBITDA 8.04 may not be relied on for any period of calculation which includes the last Fiscal Quarter of the Test Period ending immediately prior to the date on which such Cure Amount was received shall be increased, solely for the purpose purposes of calculating any financial ratio set forth in Article VI, ratios other than for determining actual compliance with Section 7.02 (and not pro forma compliance with Section 7.02 that is required by an amount equal to the Cure Amount. The resulting increase to Consolidated EBITDA any other provision of this Agreement) and any reduction in Indebtedness, if applicable, from designation of a Cure Amount shall not result in any adjustment to Consolidated EBITDA any amounts (including the amount of Indebtedness) or any other financial definition for any purpose under this Agreement other than for purposes of calculating the financial ratio set forth increase in Article VI cash (and for additional clarification shall not adjust the calculation of Consolidated EBITDA be included for purposes of determining pricing, mandatory prepayments and the Net Leverage Ratio availability or Consolidated Fixed Charge Coverage Ratio (amount permitted pursuant to any covenant under Article VII) with respect to the quarter with respect to which such Cure Amount was made other than for purposes the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (c) In furtherance of clause (a) above, (A) upon actual compliance receipt and designation of the Cure Amount by a Borrower, the Financial Covenant shall be deemed satisfied and complied with Article VI as of the end of any applicable Test Period). (c) If, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of Article VI, the Borrower shall be deemed to have satisfied the requirements of Article VI as of the relevant date of determination fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, with the Financial Covenant and any Event of Default under the applicable existing breach or default of Article VI Financial Covenant (and any other Default arising solely as a result thereof) shall be deemed cured not to have occurred for this purpose purposes of the AgreementLoan Documents, and (B) upon delivery to the Administrative Agent prior to the Cure Expiration Date of a notice from such Borrower stating its good faith intention to exercise its right set forth in this Section 8.04, neither the Administrative Agent on or after the last day of the applicable quarter nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default under the Financial Covenant (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. (d) In each period of four Fiscal Quartersconsecutive fiscal quarters, there shall be at least two (2) Fiscal Quarters for fiscal quarters in which Consolidated EBITDA no cure right set forth in this Section 8.04 is not increased by exercise of a cure pursuant to Section 10.4(a). Consolidated EBITDA may not exercised. (e) There can be increased by exercise of a cure pursuant to Section 10.4(a) no more than four five (45) times fiscal quarters in which the cure rights set forth in this Section 8.04 are exercised during the term hereofof the Facilities; provided that, so long as the Revolving Credit Loans made pursuant to the Initial Revolving Credit Commitments (the “Initial RCF Loans”) are no longer outstanding, there may be an additional fiscal quarter after the Maturity Date of the Initial RCF Loans in which the cure rights set forth in this Section 8.04 are exercised during the term of any Revolving Credit Commitments.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary otherwise contained in this Section 10.18 or in any Loan Document, in the event of any Financial Covenant Event of Default under (or if the Borrower reasonably anticipates a Financial Covenant Event of Default will occur) for any covenant Relevant Four Fiscal Quarter Period, then during the period specified as set forth in Article VI and until the expiration definition of the tenth (10th) Business Day after the date on which the Consolidated Fixed Charge Coverage Ratio calculation would be required to be delivered pursuant to Section 6.1 or Section 7.2(a) (such date, the “Cure Expiration Date”), following delivery of a Notice of Intent to Cure in accordance herewithSpecified Equity Contribution, the Borrower may designate any portion shall have the right to cure such failure by receiving a Specified Equity Contribution, and subject to the satisfaction of the Net Cash Proceeds of any issuance of common Equity Interests of the Borrower or any cash capital contribution to the common equity of the Borrower as an increase to Consolidated EBITDA other conditions with respect to such applicable quarter; provided that all such Net Cash Proceeds to be so designated (i) are actually received by Specified Equity Contribution set forth in the Borrower as cash common equity (including through capital contribution of such Net Cash Proceeds to the Borrower) after the date of such notice definition thereof, and before the Cure Expiration Date and (ii) the aggregate amount of such Net Cash Proceeds or cash capital contribution that are so designated shall not exceed 100% of the aggregate amount necessary to cure such Event of Default under Article VI for any applicable period. (b) Upon upon receipt by the Borrower of any such designated Net Cash Proceeds or cash capital contribution Specified Equity Contribution (the “Cure Amount”) pursuant to the exercise of such cure right, Consolidated Net Leverage Ratio and the Liquid Asset Amount shall be recalculated with respect to the relevant measurement period giving effect to the following pro forma adjustments: (i) with respect to the measuring compliance with the covenant in accordance with this Section 10.4subsection 7.11(a) for the purpose of calculating the Consolidated Net Leverage Ratio after receipt of a Cure Amount, Consolidated EBITDA for any period of calculation which includes the last Fiscal Quarter of the Test Period ending immediately prior to the date on which such Cure Amount was received shall be increased, solely for the purpose of calculating any determining the existence of a Financial Covenant Event of Default resulting from a breach of the financial ratio covenant set forth in Article VIsubsection 7.11(a) with respect to any relevant measurement period that includes the fiscal quarter for which the cure right was exercised and not for any other purpose under this Agreement, by an amount equal to be in compliance with the Cure Amount. The resulting increase requirements of subsection 7.11(a), (ii) with respect to Consolidated EBITDA and any reduction measuring compliance with the covenant in Indebtedness, if applicable, from designation subsection 7.11(b) for the purpose of calculating the Liquid Asset Amount after receipt of a Cure Amount, the Liquid Asset Amount shall be increased, solely for the purpose of determining the existence of a Financial Covenant Event of Default resulting from a breach of the financial covenant set forth in subsection 7.11(b) with respect to any relevant measurement period that includes the fiscal quarter for which the cure right was exercised and not result in any adjustment to Consolidated EBITDA or for any other financial definition for any purpose under this Agreement other than for purposes of calculating the financial ratio set forth Agreement, by an amount equal to be in Article VI and for additional clarification shall not adjust the calculation of Consolidated EBITDA for purposes of determining the Net Leverage Ratio or Consolidated Fixed Charge Coverage Ratio (other than for purposes of actual compliance with Article VI as the requirements of the end of any applicable Test Periodsubsection 7.11(b)., (ciii) Iffor the avoidance of doubt, a Cure Amount can be used for both subsection 7.11(a) and subsection 7.11(b) for the same relevant period of measurement, and if after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of Article VIsubsection 7.11(a) and subsection 7.11(b), as applicable, the Borrower shall be deemed to have satisfied the requirements of Article VI the applicable financial covenants in subsection 7.11 as of the relevant test date of determination (with retroactive effect) with the same effect as though there had been no failure to comply therewith at such date, and the applicable existing breach or default of Article VI the financial covenants in subsection 7.11 that had occurred shall be deemed cured for purposes of this purpose of the Agreement. , provided that (dx) In in each period of four Fiscal Quarters, consecutive fiscal quarters there shall be at least two fiscal quarters in which no cure right is exercised, (2y) such cure right shall not be exercised in more than three Fiscal Quarters for which Consolidated EBITDA is not increased by exercise of a cure pursuant to Section 10.4(a). Consolidated EBITDA may not be increased by exercise of a cure pursuant to Section 10.4(a) more than four (4) times during the term hereofof this Agreement and (z) if the Borrower receives a Specified Equity Contribution prior to the deadline to cure such breach or default, as applicable and the Cure Amount associated therewith is insufficient to cure the Financial Covenant Event of Default with respect to the relevant measurement period, any subsequent Specified Equity Contribution to “top-up” such Cure Amount prior to the occurrence of the deadline to cure such breach or default shall be deemed to be the same exercise of the cure right(s). (b) The parties hereby acknowledge that notwithstanding any other provision in this Agreement to the contrary, (i) the Cure Amount received pursuant to the occurrence of any Specified Equity Contribution shall be disregarded for purposes of calculating Consolidated EBITDA in any determination of any financial ratio-based conditions, pricing or basket under Section 7 (other than as applicable to subsection 7.11(a)) and (ii) no Lender shall be required to make any Extension of Credit hereunder, if a Financial Covenant Event of Default has occurred and is continuing during the period beginning on the date the Borrower notifies the Administrative Agent that it intends to make a Specified Equity Contribution and ending on the date that such Specified Equity Contribution is made. (c) None of the Agents or Lenders shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Agents or any other Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy under this Agreement, the other Loan Documents or applicable Requirement of Law prior to the applicable date in the definition of Specified Equity Contribution solely on the basis of an Event of Default having occurred and continuing under subsection 7.11 (except to the extent that the Borrower has confirmed that in writing that it does not intend to exercise the cure right).