Common use of Certain Cure Rights Clause in Contracts

Certain Cure Rights. (a) Notwithstanding the provisions of Section 9.01 hereof, but without limiting the obligations of the Borrowers under Section 8.10(a) hereof, a breach by the Borrowers as of the last day of any fiscal quarter or any fiscal year of its obligations under said Section 8.10(a) shall not constitute an Event of Default hereunder (except for purposes of Section 6 hereof) until the date (the "Cut-Off Date") which is the earlier of the date thirty days after (a) the ------------- date the -101- financial statements for the Borrowers and their Subsidiaries with respect to such fiscal quarter or fiscal year, as the case may be, are delivered pursuant to Section 8.01(a) or 8.01(b) hereof or (b) the latest date on which such financial statements are required to be delivered pursuant to said Section 8.01(a) or 8.01(b), provided that, if following the last day of such fiscal -------- quarter or fiscal year and prior to the Cut-Off Date, the Borrowers shall have received Cure Monies (and shall have applied the proceeds thereof to the prepayment of the Loans hereunder, which prepayment, in the case of Affiliate Subordinated Indebtedness, shall be effected in the manner provided in Section 8.14(a) hereof), or shall have prepaid the Loans hereunder from available cash, in an amount sufficient to bring the Borrowers into compliance with said Section 8.10(a) assuming that the Total Leverage Ratio, as of the last day of such fiscal quarter or fiscal year, as the case may be, were recalculated to subtract such prepayment from the aggregate outstanding amount of Indebtedness, then such breach or breaches shall be deemed to have been cured; provided, further, that -------- ------- breaches of Section 8.10 hereof (including pursuant to paragraph (b) below) may not be deemed to be cured pursuant to this Section 9.02 (x) more than three times during the term of this Agreement or (y) during consecutive fiscal quarters.

Certain Cure Rights. (a) Notwithstanding the provisions of Section 9.01 hereof, but without limiting the obligations of the Borrowers under Section 8.10(a) hereof, a breach by the Borrowers as of the last day of any fiscal quarter or any fiscal year of its obligations under said Section 8.10(a) shall not constitute an Event of Default hereunder (except for purposes of Section 6 hereof) until Credit Agreement ---------------- -103- the date (for purposes of this clause (a), the "Cut-Off Date") which is the ------------ earlier of the date thirty days after (a) the ------------- date the -101- financial statements for the Borrowers and their Subsidiaries with respect to such fiscal quarter or fiscal year, as the case may be, are delivered pursuant to Section 8.01(a) or 8.01(b) hereof or (b) the latest date on which such financial statements are required to be delivered pursuant to said Section 8.01(a) or 8.01(b), provided -------- that, if following the last day of such fiscal -------- quarter or fiscal year and prior to the Cut-Off Date, the Borrowers shall have received Cure Monies (and shall have applied the proceeds thereof to the prepayment of the Loans hereunder, which prepayment, in the case of Affiliate Subordinated Indebtedness, shall be effected in the manner provided in Section 8.14(a) hereof), or shall have prepaid the Loans hereunder from available cash, in an amount sufficient to bring the Borrowers into compliance with said Section 8.10(a) assuming that the Total Leverage Ratio, as of the last day of such fiscal quarter or fiscal year, as the case may be, were recalculated to subtract such prepayment from the aggregate outstanding amount of Indebtedness, then such breach or breaches shall be deemed to have been cured; provided, further, that -------- ------- breaches of Section 8.10 -------- ------- hereof (including pursuant to paragraph (b) below) may not be deemed to be cured pursuant to this Section 9.02 (x) more than three times during the term of this Agreement or (y) during consecutive fiscal quarters.

Certain Cure Rights. Notwithstanding any provision to the contrary contained in this Credit Agreement (aincluding, without limitation, Section 9.1(c)(i)) Notwithstanding or in any other Credit Document, until the provisions date that the Investment and Deposit Agreement is terminated in accordance with the terms of Section 9.01 hereof9.13 thereof, but without limiting (i) the obligations Borrower shall have the right to cure any Event of the Borrowers under Section 8.10(a) hereof, a breach Default resulting from non-compliance by the Borrowers Credit Parties with Section 7.11(c) or Section 7.11(d) as of the last day end of any fiscal quarter or any fiscal year of its obligations under said Section 8.10(a) shall not constitute an Event of Default hereunder (except by prepaying the Loans during the Leverage Grace Period for purposes of Section 6 hereof) until the date (the "Cut-Off Date") which is the earlier of the date thirty days after (a) the ------------- date the -101- financial statements for the Borrowers and their Subsidiaries with respect to such fiscal quarter or fiscal year, as the case may be, are delivered pursuant to Section 8.01(a) or 8.01(b) hereof or (b) the latest date on which such financial statements are required to be delivered pursuant to said Section 8.01(a) or 8.01(b), provided that, if following the last day of such fiscal -------- quarter or fiscal year and prior to the Cut-Off Date, the Borrowers shall have received Cure Monies (and shall have applied the proceeds thereof to the prepayment of the Loans hereunder, which prepayment, in the case of Affiliate Subordinated Indebtedness, shall be effected in the manner provided in Section 8.14(a) hereof), or shall have prepaid the Loans hereunder from available cash, in an amount (in an integral multiple of $100,000) that would have been sufficient to bring enable the Borrowers into compliance Credit Parties to comply with said Section 8.10(a7.11(c) assuming that the Total Leverage Ratio, and Section 7.11(d) as of the last day of such fiscal quarter or fiscal year, as the case may be, were recalculated to subtract if such prepayment from had been made on such date, with either (A) the aggregate outstanding Net Cash Proceeds of a Sponsor Equity Issuance in accordance with Section 3.3(b)(v)(B) or (B) the Net Cash Proceeds of a sale of all or any portion of the Shirt Group in accordance with Section 3.3(b)(iii) and (ii) upon consummation of a sale of all or substantially all of the Shirt Group while a Sale Moratorium is in effect and prepayment of the Loans in an amount sufficient to enable the Credit Parties to be in compliance with the financial ratios set forth in Section 8.5(c)(ii)(A) in the manner contemplated by Section 8.5(c)(ii)(B), all Events of Indebtedness, Defaults with respect to which a Leverage Grace Period is then such breach or breaches in effect automatically shall be deemed to have been cured; provided, further, that -------- ------- breaches . Solely for purposes of Section 8.10 hereof 7.11(c) and Section 7.11(d), (including pursuant i) the amount of Funded Indebtedness of the Consolidated Parties during any Leverage Grace Period shall be calculated by giving pro forma effect to paragraph the prepayment of the Loans that would be required to enable the Credit Parties to comply with Section 7.11(c) and Section 7.11(d) as of the related fiscal quarter-end (bbut only to the extent that such prepayment actually has not been made) belowand (ii) may not the amount of the prepayment required to effect a cure of any Event of Default occurring as of the end of any fiscal quarter shall be deemed determined without regard to be cured pursuant to this Section 9.02 (x) more than three times during the term Senior Leverage Ratio or the Total Leverage Ratio as of this Agreement or (y) during consecutive the end of any subsequent fiscal quartersquarter.

Certain Cure Rights. Notwithstanding anything to the contrary contained in this Paragraph 7, in the event that the Company fails (a) Notwithstanding the provisions of Section 9.01 hereofor, but without limiting for the obligations operation of this paragraph, would fail) to comply with the Borrowers under Section 8.10(arequirements of Paragraph 6C(2) hereof, a breach by the Borrowers hereof as of the last day end of any fiscal quarter or any fiscal year of its obligations under said Section 8.10(a) shall not constitute an Event of Default hereunder (except for purposes of Section 6 hereof) Fiscal Quarter, from the first date following such Fiscal Quarter until and including the date (the "Cut-Off Date") which that is the earlier of 120 days after the date thirty days after (a) the ------------- date certificate calculating the -101- financial statements for the Borrowers and their Subsidiaries with respect to such fiscal quarter or fiscal year, as the case may be, are delivered pursuant to Section 8.01(a) or 8.01(b) hereof or (b) the latest date on which such financial statements are Senior Leverage Ratio is required to be delivered pursuant to said Section 8.01(aParagraph 5A(4) or 8.01(b)for such Fiscal Quarter, provided thatCompany, if following OTG and the last day of such fiscal -------- quarter or fiscal year and prior to the Cut-Off Date, the Borrowers Parent shall have received Cure Monies (the right to issue common Capital Stock for cash, and shall have applied the proceeds thereof to the prepayment of the Loans hereunder, which prepayment, in the case of Affiliate Subordinated IndebtednessOTG or the Parent, contribute such cash to the Company in exchange for Capital Stock of the Company (the “Cure Right”), and upon the receipt by the Company of such cash (the “Specified Equity Contribution”) and the application of such cash to repay the Notes (it being understood that such repayment shall not result in a reduction of Indebtedness for purposes of calculating the Senior Leverage Ratio), the Senior Leverage Ratio shall be effected recalculated giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased, solely for the purpose of determining compliance with Paragraph 6C(2) and not for any other purpose under this Agreement, by an amount equal to the Specified Equity Contribution for such period; and (ii) if, after giving effect to the foregoing recalculations, the Company shall then be in compliance with the manner provided in Section 8.14(a) hereofrequirements of Paragraph 6C(2), or shall have prepaid the Loans hereunder from available cash, in an amount sufficient to bring the Borrowers into compliance with said Section 8.10(a) assuming that the Total Leverage Ratio, as of the last day of such fiscal quarter or fiscal year, as the case may be, were recalculated to subtract such prepayment from the aggregate outstanding amount of Indebtedness, then such breach or breaches Company shall be deemed to have satisfied the requirements of Paragraph 6C(2) as of the relevant date of determination with the same effect as though there had been curedno failure to comply therewith at such date, and the applicable breach or default of Paragraph 6C(2) that had occurred shall be deemed cured for this purposes of this Agreement (it being understood that if during such 120 day period referred to above the Obligations shall not be accelerated pending consummation of the Cure Right); provided, furtherhowever, that -------- ------- breaches of Section 8.10 hereof (including pursuant to paragraph (bA) below) may not be deemed to be cured pursuant to this Section 9.02 (x) no more than three times two Specified Equity Contributions may be made during the term of this Agreement or and (yB) during consecutive fiscal quartersthe amount of each Specified Equity Contribution shall be no greater than the amount required for purposes of complying with Paragraph 6C(2) for the applicable period.