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

Bxxxxxxx’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, in the event that the Borrower fails to comply with the requirements of the Financial Covenant and at any time during the last fiscal quarter in a Test Period and until the expiration of the tenth Business Day after the date on which financial statements with respect to such Test Period in which such covenant is being measured are required to be delivered pursuant to Section 6.01 (the “Cure Period”), if the Borrower receives a Specified Equity Contribution during such Cure Period, the Borrower may apply the amount of the net cash proceeds of such Specified Equity Contribution to increase Consolidated EBITDA with respect to the last fiscal quarter of the relevant Test Period; provided that such net cash proceeds (i) are actually received by the Borrower as cash equity other than Disqualified Equity Interests (including through capital contribution of such net cash proceeds to the Borrower) during the Cure Period, and (ii) were not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose, or added to the Available Amount. The parties hereby acknowledge and agree that this Section 8.05(a) may not be relied on or used for purposes of determining permitted amounts with respect to covenants in this Agreement and pricing, and that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence of a Default under the Financial Covenant with respect to any Test Period that includes the fiscal quarter for which such Specified Equity Contribution was received, and not for any other purpose under any Loan Document. (b) If, after receipt of the Specified Equity Contribution and the recalculations pursuant to clause (a) above, the Borrower shall then be in compliance with the requirements of the Financial Covenant during such Test Period (including for purposes of Section 4.02), the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant 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 Default under Section 8.01 that had occurred shall be deemed cured; provided that (i) no more than five Specified Equity Contributions will be made in the aggregate during the term of this Agreement, (ii) in each four fiscal quarter period, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, (iii) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the Financial Covenant for any applicable period and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the Financial Covenant.

Bxxxxxxx’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or 8.027.10(a), in the event that the Total Net Leverage Ratio is greater than the amount set forth in Section 7.10(a) on the last day of any applicable Test Period, the proceeds of any equity contribution made to the Borrower fails to comply with and the requirements proceeds of any issuance by the Borrower of its Equity Interests (in the form of Qualified Equity Interests) of the Financial Covenant and at any time during Borrower having terms acceptable to the last fiscal quarter Administrative Agent in a its sole discretion (such Equity Interests, “Cure Security”), in each case, received after the first day of such Test Period and until on or prior to the expiration of the tenth day that is 15 Business Day Days after the date day on which financial statements with respect to such Test Period in which such covenant is being measured are required to be delivered pursuant to Section 6.01 for such Test Period and Not Otherwise Applied (such date, the “Cure PeriodExpiration Date”) will, at the request of the Borrower, be included in the calculation of Consolidated Adjusted EBITDA solely for the purposes of determining compliance with the financial covenant set forth in Section 7.10(a) at the end of such Test Period and any subsequent period that includes a fiscal quarter in such Test Period (any such equity contribution, a “Specified Equity Contribution”); provided that, (i) no Revolving Lender shall be required to make any new extension of credit under a Loan Document, and no Issuing Banks shall be required to issue, increase the face amount of, or extend any Letter of Credit, during the 15 Business Day period referred to above if the Borrower receives a Specified Equity Contribution during such Cure Period, has not received the Borrower may apply the amount of the net cash proceeds of such Specified Equity Contribution prior to increase or concurrently with such extension, issuance or increase; (ii) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated Adjusted EBITDA with respect to the last any fiscal quarter of unless, after giving effect to such requested Specified Equity Contribution, there would be at least two fiscal quarters in the relevant Test Period; provided that such net cash proceeds (i) are actually received by the Borrower as cash equity other than Disqualified Equity Interests (including through capital contribution of such net cash proceeds to the Borrower) during the Cure Period, and (ii) were not previously applied Relevant Four Fiscal Quarter Period in determining the permissibility of a transaction under the Loan Documents where such permissibility was (or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose, or added to the Available Amount. The parties hereby acknowledge and agree that this Section 8.05(a) may not be relied on or used for purposes of determining permitted amounts with respect to covenants in this Agreement and pricing, and that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence of a Default under the Financial Covenant with respect to any Test Period that includes the fiscal quarter for which such no Specified Equity Contribution was received, and not for any other purpose under any Loan Document.has been made; (b) If, after receipt of the Specified Equity Contribution and the recalculations pursuant to clause (a) above, the Borrower shall then be in compliance with the requirements of the Financial Covenant during such Test Period (including for purposes of Section 4.02), the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant 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 Default under Section 8.01 that had occurred shall be deemed cured; provided that (iiii) no more than five Specified Equity Contributions will be made in the aggregate during the term of this Agreementaggregate, (ii) in each four fiscal quarter period, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, (iii) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the Financial Covenant for any applicable period and (iv) there shall be no pro forma reduction in requirement to prepay any Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the Financial Covenant.Contributions;

Bxxxxxxx’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 Sections ‎8.01 or 8.02‎8.02, in the event that if the Borrower fails to comply with determines that an Event of Default under the requirements covenant set forth in ‎Section 7.11 has occurred or may occur, during the period commencing after the beginning of the Financial Covenant and at any time during the last fiscal quarter included in a such Test Period and until the expiration of the tenth ending ten (10) Business Day Days after the date on which financial statements with respect to such Test Period in which such covenant is being measured are required to be delivered pursuant hereunder with respect to Section 6.01 such fiscal quarter (the “Cure PeriodExpiration Date”), if the Borrower receives Investors may make a Specified Equity Contribution during such Cure Period, to the Borrower may apply (a “Designated Equity Contribution”), and the amount of the net cash proceeds of such Specified Equity Contribution thereof shall be deemed to increase Consolidated EBITDA with respect to the last fiscal quarter of the relevant Test Periodsuch applicable quarter; provided that such net cash proceeds (i) are actually received by the Borrower as cash common equity other than Disqualified Equity Interests (including through capital contribution of such net cash proceeds to the Borrower) during the period commencing after the beginning of the last fiscal quarter included in such Test Period by the Borrower and ending on the Cure Period, Expiration Date and (ii) were not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose, or added to the Available Amountare Not Otherwise Applied. The parties hereby acknowledge and agree that this Section ‎Section 8.05(a) may not be relied on or used for purposes of determining permitted amounts with respect calculating any financial ratios other than as applicable to covenants ‎Section 7.11 and shall not result in this Agreement and pricing, and that such pro forma any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA shall be given solely for the purpose of determining ‎Section 7.11. Notwithstanding anything to the existence contrary contained in Section 8.01 and Section 8.02, (A) upon designation of a the Designated Equity Contribution by the Borrower in an amount necessary to cure any Event of Default under the Financial Covenant with respect to any Test Period that includes the fiscal quarter for which covenant set forth in ‎Section 7.11, such Specified Equity Contribution was received, and not for any other purpose under any Loan Document. (b) If, after receipt of the Specified Equity Contribution and the recalculations pursuant to clause (a) above, the Borrower shall then be in compliance with the requirements of the Financial Covenant during such Test Period (including for purposes of Section 4.02), the Borrower shall covenant will be deemed to have satisfied the requirements of the Financial Covenant and complied with as of the end of the relevant date of determination fiscal quarter with the same effect as though there had been no failure to comply therewith at with such datecovenant and any Event of Default under such covenant (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents, and (B) from and after the date that the Borrower delivers a written notice to the Administrative Agent that it intends to exercise its cure right under this Section 8.05 (a “Notice of Intent to Cure”) neither the Administrative Agent 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 covenant set forth in ‎Section 7.11 with respect to the quarter for which a Notice of Intent to Cure has been provided (and any other Default as a result thereof), and the applicable Default under Section 8.01 that had occurred Borrower shall be deemed cured; provided that permitted to borrow Revolving Credit Loans and Swing Line Loans and make any request for an L/C Credit Extension, until and unless the Cure Expiration Date has occurred without the Designated Equity Contribution having been designated. (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Designated Equity Contribution is made, (ii) no more than five Specified Designated Equity Contributions will may be made in the aggregate during the term of this Agreement, (ii) in each four fiscal quarter period, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, (iii) the amount of any Specified Designated Equity Contribution shall be no greater more than the amount required to cause the Borrower to be in compliance Pro Forma Compliance with the Financial Covenant ‎Section 7.11 for any applicable period and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Designated Equity Contribution for determining compliance with ‎Section 7.11 for the Financial Covenantfiscal quarter with respect to which such Designated Equity Contribution was made; provided that to the extent such proceeds are actually applied to prepay Indebtedness, such reduction may be credited in any subsequent fiscal quarter.

Bxxxxxxx’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or Section 8.02: For the purpose of determining whether an Event of Default under Section 7.11 has occurred, in the event that the Borrower fails to comply with the requirements may on one or more occasions designate any portion of the Financial Covenant and at net cash proceeds from a sale or issuance of Qualified Equity Interests of Holdings or any time during cash contribution to the last common capital of the Borrower (the “Cure Amount”) as an increase to Consolidated EBITDA for the applicable fiscal quarter; provided that such amounts to be designated (i) are actually received by the Borrower after the first day of such applicable fiscal quarter in a Test Period and until the expiration of on or prior to the tenth (10th) Business Day after the date on which financial statements with respect to such Test Period in which such covenant is being measured are required to be delivered pursuant with respect to Section 6.01 such applicable fiscal quarter (the “Cure PeriodExpiration Date”), if (ii) do not exceed the aggregate amount necessary to cure any Event of Default under Section 7.11 as of such date and (iii) Borrower receives shall have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent on the date such amounts are designated as a Specified Equity Contribution during “Cure Amount” (it being understood that to the extent such Cure Periodnotice is provided in advance of delivery of a Compliance Certificate for the applicable period, the Borrower may apply the amount of such Net Proceeds that is designated as the net cash proceeds 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 Specified Equity Contribution originally designated amount). The Cure Amount used to increase calculate Consolidated EBITDA with respect to the last for one fiscal quarter of the relevant shall be used and included when calculating Consolidated EBITDA for each Test Period; provided Period that includes such net cash proceeds (i) are actually received by the Borrower as cash equity other than Disqualified Equity Interests (including through capital contribution of such net cash proceeds to the Borrower) during the Cure Period, and (ii) were not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose, or added to the Available Amountfiscal quarter. The parties hereby acknowledge and agree that this Section 8.05(a) 8.04 may not be relied on or used for purposes of calculating any financial ratios other than for determining actual compliance with Section 7.11 (and not for purposes of determining permitted amounts with respect to covenants in this Agreement and pricing, and that such pro forma adjustment to Consolidated EBITDA shall be given solely whether the Payment Condition is satisfied or for the purpose of determining the existence of a Default under the Financial Covenant with respect to calculating any Test Period that includes the fiscal quarter for which such Specified Equity Contribution was received, and not financial ratio for any other purpose under this Agreement) and shall not result in any Loan Document. adjustment to any amounts (bincluding the amount of Indebtedness and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) If, after receipt with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Specified Equity Contribution and Consolidated EBITDA referred to in the recalculations pursuant to immediately preceding sentence. In furtherance of clause (a) above, the Borrower shall then be in compliance with the requirements (A) upon actual receipt and designation of the Financial Covenant during such Test Period (including for purposes of Section 4.02)Cure Amount by the Borrower, the Borrower covenants under Section 7.11 shall be deemed to have satisfied the requirements of the Financial Covenant and complied with as of the end of the relevant date of determination fiscal quarter with the same effect as though there had been no failure to comply therewith at with the covenants under such date, Section 7.11 and the applicable any Event of Default under Section 8.01 that had occurred 7.11 shall be deemed cured; provided that not to have occurred for purposes of the Loan Documents, and (iB) no more than five Specified Equity Contributions will be made in upon receipt by the aggregate during Administrative Agent of a Notice of Intent to Cure prior the term of this AgreementCure Expiration Date, neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (iior under any other Loan Document) in each four fiscal quarter period, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, (iii) on the amount basis of any Specified Equity Contribution shall be no greater than actual or purported Event of Default under Section 7.11 until and unless the amount required to cause Cure Expiration Date has occurred without the Borrower to be in compliance with the Financial Covenant for any applicable period Cure Amount having been received and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the Financial Covenantdesignated.