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 7.01, in the event of any Event of Default resulting from a breach of Sections 6.13 – 6.14, and until the expiration of the fifteenth (15th) day after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to the applicable period hereunder (the “Reporting Date”; and such 15-day period, the “Cure Period”), the Sponsor may, if the IPO Closing Date has not occurred and Notice of Intent to Cure has been delivered to the Administrative Agent by the Reporting Date, make cash equity investments in the Borrower on account of common Equity Interests, which may be applied by the Borrower to increase Liquidity for purposes of the covenant in Section 6.14; provided that, in any case, such cash equity investments (i) are actually received by the Borrower no later than fifteen (15) days after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) 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 under Sections 6.13 – 6.14 for any applicable period (the “Covenant Cure Payments”). (b) If, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of Sections 6.13 – 6.14, as applicable, the Borrower shall be deemed to have satisfied the requirements of Sections 6.13 – 6.14, as applicable, 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 breach or default of Sections 6.13 – 6.14, as applicable, that had occurred shall be deemed cured for the purposes of this Agreement. The parties hereby acknowledge that this Section 7.07 may not be relied on for purposes of calculating any financial ratios or covenants other than as applicable to Sections 6.13 – 6.14 and shall not result in any adjustment to any amounts other than the amount of Liquidity for purposes of Section 6.14. The parties hereby further acknowledge that the application of proceeds from the Covenant Cure Payment shall not result in any pro forma reduction of the amount of Debt for the fiscal quarter which is being cured. (c) In each period of four fiscal quarters, there shall be at least two (2) consecutive fiscal quarters in which no cure set forth in Section 7.07 is made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01, in the event of any Event of Default resulting from a breach of Sections 6.13 – 6.14, under any covenant set forth in Section 7.11 and until the expiration of the fifteenth tenth (15th10th) day after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to the applicable period hereunder fiscal quarter hereunder, Holdings and the Borrower may engage in a Permitted Equity Issuance and the Borrower may apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the such quarter, a “Reporting Date”; and such 15-day period, the “Cure PeriodDefault Quarter”), the Sponsor may, if the IPO Closing Date has not occurred and Notice of Intent to Cure has been delivered to the Administrative Agent by the Reporting Date, make cash equity investments in the Borrower on account of common Equity Interests, which may be applied by the Borrower to increase Liquidity for purposes of the covenant in Section 6.14; provided that, in any case, that such cash equity investments Net Cash Proceeds (i) are actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdings to the Borrower) no later than fifteen ten (1510) days after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to such fiscal quarter hereunder (ii) are Not Otherwise AppliedDefault Quarter hereunder, and (iiiii) do not exceed the aggregate amount necessary to cure such Event of Default under Sections 6.13 – 6.14 cause the Borrower to be in with Section 7.11 for any the applicable period (the “Covenant Cure Payments”but, for such purpose, not taking into account any repayment of Indebtedness in connection therewith required pursuant to Section 2.05(b)(v)(A). (b) If); provided, after giving effect to the foregoing recalculationsfurther, that the Borrower shall then not be permitted to engage in compliance with any more than (A) one Permitted Equity Issuance pursuant to this Section 8.05 in any period of four consecutive fiscal quarters or (B) three Permitted Equity Issuances pursuant to this Section 8.05 during the requirements of Sections 6.13 – 6.14, as applicable, the Borrower shall be deemed to have satisfied the requirements of Sections 6.13 – 6.14, as applicable, 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 breach or default of Sections 6.13 – 6.14, as applicable, that had occurred shall be deemed cured for the purposes term of this Agreement. The parties hereby acknowledge that this Section 7.07 8.05(a) may not be relied on for purposes of calculating any financial ratios or covenants other than as applicable to Sections 6.13 – 6.14 Section 7.11 and shall not result in any adjustment to any amounts Consolidated EBITDA other than the amount of Liquidity for purposes of compliance with Section 6.14. The parties hereby further acknowledge that 7.11 on the application last day of proceeds from the Covenant Cure Payment shall not result in a given Test Period (and not, for avoidance of doubt, for purposes of determining Pro Forma Compliance with Section 7.11 for any pro forma reduction other purposes of the amount of Debt for the fiscal quarter which is being curedthis Agreement). (c) In each period of four fiscal quarters, there shall be at least two (2) consecutive fiscal quarters in which no cure set forth in Section 7.07 is made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event the Borrower fails to comply with the requirements of any Event of Default resulting from a breach of covenant set forth in Sections 6.12, 6.13 – 6.14or 6.15, and until the expiration of the fifteenth (15th) day after 10th Business Day subsequent to the date on which financial statements are a certificate of a Financial Officer certifying compliance with Sections 6.12, 6.13 or 6.15 is required to be delivered pursuant to Section 5.01(a) 5.01(c), Holdings shall have the right, subject to Section 7.03(b), to issue common stock to any Person other than the Borrower or (b) with respect a Subsidiary for cash or otherwise receive cash contributions in an aggregate amount equal to the applicable period hereunder amount necessary to cure the relevant failure to comply with each of Sections 6.12, 6.13 and 6.15 (the “Reporting Date”; and such 15-day periodcollectively, the “Cure PeriodRight”), the Sponsor may, if the IPO Closing Date has not occurred and Notice of Intent to Cure has been delivered which amount shall be contributed by Holdings to the Administrative Agent by Borrower as common equity, and upon the Reporting Date, make cash equity investments in the Borrower on account of common Equity Interests, which may be applied receipt by the Borrower to increase Liquidity for purposes of the covenant in Section 6.14; provided that, in any case, such cash equity investments (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, the covenants in Sections 6.12, 6.13 and 6.15 shall be recalculated giving effect to the following pro forma adjustments: (i) are actually received by Consolidated EBITDA for the Borrower no later than fifteen last fiscal quarter of the four-quarter measurement period for which a Cure Right has been exercised (15) days after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to and, without duplication, for each subsequent four-quarter period that contains such fiscal quarter hereunder quarter) shall be increased, solely for the purpose of measuring the covenants under Sections 6.12, 6.13 or 6.15 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) are Not Otherwise Applied, and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Sections 6.13 – 6.14 for any applicable period (the “Covenant Cure Payments”). (b) If, if after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of each of Sections 6.12, 6.13 – 6.14, as applicableand 6.15, the Borrower shall be deemed to have satisfied the requirements of Sections 6.12, 6.13 – 6.14, as applicable, and 6.15 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 breach or default of the covenants in Sections 6.12, 6.13 – 6.14, as applicable, or 6.15 that had occurred shall be deemed cured for the purposes of this Agreement. The parties hereby acknowledge that this Section 7.07 . (b) Notwithstanding anything herein to the contrary, the Cure Right may not be relied on for purposes of calculating any financial ratios or covenants other exercised in more than as applicable to Sections 6.13 – 6.14 and shall not result two quarters in any adjustment to any amounts other than the amount of Liquidity for purposes of Section 6.14. The parties hereby further acknowledge that the application of proceeds from the Covenant Cure Payment shall not result in any pro forma reduction of the amount of Debt for the fiscal four-quarter which is being curedperiod. (c) In each period of four fiscal quarters, there shall be at least two (2) consecutive fiscal quarters in which no cure set forth in Section 7.07 is made.