Common use of Certain Cure Rights Clause in Contracts

Certain Cure Rights. Notwithstanding any provision to the contrary contained in this Agreement or in any other Loan Document, upon written notice provided by the Borrowers to the Agent (the “Notice of Intent to Cure”) on or before the day on which financial statements are required to be delivered pursuant to Section 5.01(a)(iii) or 5.01(a)(iv), as applicable, for the fiscal period to which the Cure Proceeds (as defined below) are to be invested, and so long as no Event of Default (other than in respect of one or both Financial Covenants) shall then exist, the holders (direct or indirect) of the Equity Interests of the Holding Company may cure such violation(s) of the preceding subsections of this Section 5.03 by making a cash common equity investment, directly or indirectly (it being understood that any such investment shall be contributed promptly to the Borrowers), in the Holding Company in an amount equal to the applicable Consolidated EBITDA Shortfall (such investments, “Cure Proceeds”) not later than the date that is fifteen (15) Business Days after the date that the Borrowers are required to deliver the financial statements required by Section 5.01(a)(iii) or 5.01(a)(iv), as applicable, with respect to the fiscal period to which such Financial Covenant violation relates (such date, the “Cure Expiration Date”). Cure Proceeds shall be included in the calculation of Consolidated EBITDA solely for determining compliance with this Section 5.03 for the fiscal quarter to which the cure applies and for the three (3) subsequent fiscal quarters following such cure and shall be disregarded and shall not affect the calculation of Consolidated EBITDA for all other purposes (including the purpose of the calculation of other covenants or for the purpose of the calculation of the Applicable Rate); provided that, (x) no payment of Debt made with Cure Proceeds shall be given effect when determining compliance with this Section 5.03 as of the end of the fiscal quarter (but no other fiscal quarter) with respect to which such cure is made and (y) no Cure Proceeds shall count as cash or cash equivalents for purposes of determining the Consolidated Net Leverage Ratio when determining compliance with this Section 5.03 at any time. The cure rights described in this Section 5.03 (i) may only be exercised four (4) times during the term of this Agreement, (ii) may only be exercised two (2) times with respect to any fiscal year and (iii) may not be exercised with respect to consecutive fiscal quarters. Upon receipt of the Cure Proceeds and adjustment in the calculation of Consolidated EBITDA as contemplated in this clause (c), the Financial Covenants shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with such Financial Covenants and any Default or Event of Default arising as a result thereof shall be deemed not to have occurred for all purposes under the Loan Documents. Pending receipt of the Cure Proceeds following delivery of the Notice of Intent to Cure and prior to the Cure Expiration Date, (x) neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Agent or any Lender shall exercise any right or remedy of any kind pursuant to Section 6.01, the other Loan Documents or applicable law prior to the Cure Expiration Date solely on the basis of an Event of Default having occurred and continuing under this Section 5.03 (except to the extent that either Xxxxxxxx has confirmed in writing that the Borrowers no longer intend to exercise the cure rights contemplated by this clause (c)) and (y) no Lender or Issuing Bank shall be required to make any Advance or other credit extension hereunder (including any increases, extensions or issuances of Letters of Credit) until such Cure Proceeds are actually received by a Borrower.

Certain Cure Rights. Notwithstanding any provision to the contrary contained in this Agreement or in any other Loan Document, upon written notice provided by the Borrowers to the Agent (the “Notice of Intent to Cure”) on or before the day on which financial statements are required to be delivered pursuant to Section 5.01(a)(iii) or 5.01(a)(iv), as applicable, for the fiscal period to which the Cure Proceeds (as defined below) are to be invested, and so long as no Event of Default (other than in respect of one or both Financial Covenants) shall then exist, the holders (direct or indirect) of the Equity Interests of the Holding Company may cure such violation(s) of the preceding subsections of this Section 5.03 by making a cash common equity investment, directly or indirectly (it being understood that any such investment shall be contributed promptly to the Borrowers), in the Holding Company in an amount equal to the applicable Consolidated EBITDA Shortfall (such investments, “Cure Proceeds”) not later than the date that is fifteen (15) Business Days after the date that the Borrowers are required to deliver the financial statements required by Section 5.01(a)(iii) or 5.01(a)(iv), as applicable, with respect to the fiscal period to which such Financial Covenant violation relates (such date, the “Cure Expiration Date”). Cure Proceeds shall be included in the calculation of Consolidated EBITDA solely for determining compliance with this Section 5.03 for the fiscal quarter to which the cure applies and for the three (3) subsequent fiscal quarters following such cure and shall be disregarded and shall not affect the calculation of Consolidated EBITDA for all other purposes (including the purpose of the calculation of other covenants or for the purpose of the calculation of the Applicable Rate); provided that, (x) no payment of Debt made with Cure Proceeds shall be given effect when determining compliance with this Section 5.03 as of the end of the fiscal quarter (but no other fiscal quarter) with respect to which such cure is made and (y) no Cure Proceeds shall count as cash or cash equivalents for purposes of determining the Consolidated Net Leverage Ratio when determining compliance with this Section 5.03 at any time. The cure rights described in this Section 5.03 (i) may only be exercised four (4) times during the term of this Agreement, (ii) may only be exercised two (2) times with respect to any fiscal year and (iii) may not be exercised with respect to consecutive fiscal quarters. Upon receipt of the Cure Proceeds and adjustment in the calculation of Consolidated EBITDA as contemplated in this clause (c), the Financial Covenants shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with such Financial Covenants and any Default or Event of Default arising as a result thereof shall be deemed not to have occurred for all purposes under the Loan Documents. Pending receipt of the Cure Proceeds following delivery of the Notice of Intent to Cure and prior to the Cure Expiration Date, (x) neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Agent or any Lender shall exercise any right or remedy of any kind pursuant to Section 6.01, the other Loan Documents or applicable law prior to the Cure Expiration Date solely on the basis of an Event of Default having occurred and continuing under this Section 5.03 (except to the extent that either Xxxxxxxx Borrower has confirmed in writing that the Borrowers no longer intend to exercise the cure rights contemplated by this clause (c)) and (y) no Lender or Issuing Bank shall be required to make any Advance or other credit extension hereunder (including any increases, extensions or issuances of Letters of Credit) until such Cure Proceeds are actually received by a Borrower.

Certain Cure Rights. Notwithstanding any provision to the contrary contained in this Agreement or in any other Loan Document, upon written notice provided by the Borrowers to the Administrative Agent (the “Notice of Intent to Cure”) on or before not later than the day 10th Business Day after the date on which financial statements are required to be delivered pursuant to Section 5.01(a)(iii6.01(a) or 5.01(a)(ivSection 6.01(b), as applicable, for the fiscal period to which the Cure Proceeds (as defined below) are to be invested, and so long as no Event of Default (other than in respect of one or both Financial Covenants) shall then exist, the holders (direct or indirect) of the Equity Interests of the Holding Company Holdings may cure such violation(s) of the preceding subsections of this Section 5.03 7.11 by making a cash common equity investment, directly or indirectly (it being understood that any such investment shall be contributed promptly to the Borrowers), in the Holding Company Holdings in an amount equal to the applicable Consolidated EBITDA Shortfall (such investments, “Cure Proceeds”) not later than the date that is fifteen ten (1510) Business Days after the date that the Borrowers are required to deliver the financial statements required by Section 5.01(a)(iii6.01(a) or 5.01(a)(ivSection 6.01(b), as applicable, with respect to the fiscal period to which such Financial Covenant financial covenant violation relates (such date, the “Cure Expiration Date”)relates. Cure Proceeds shall be included in the calculation of Consolidated EBITDA solely for determining compliance with this Section 5.03 7.11 for the fiscal quarter to which the cure applies and for the three (3) subsequent fiscal quarters following such cure and shall be disregarded and shall not affect the calculation of Consolidated EBITDA for all other purposes (including the purpose of the calculation of other covenants or for the purpose of the calculation of the Applicable Rate); provided provided, that, (x) no payment of Debt Indebtedness made with Cure Proceeds shall be given effect when determining compliance with this Section 5.03 7.11 as of the end of the fiscal quarter (but no other fiscal quarter) with respect to which such cure is made and (y) no Cure Proceeds shall count as cash or cash equivalents Unrestricted Cash for purposes of determining the Consolidated Net Total Leverage Ratio when determining compliance with this Section 5.03 7.11 at any time. The cure rights described in this Section 5.03 7.11(c) (i) may only be exercised four not more than five (45) times during the term of this Agreement, and (ii) may only be exercised two (2) times with respect to any fiscal year and (iii) may not be exercised with respect year. Notwithstanding anything to consecutive fiscal quarters. Upon the contrary contained herein, upon the Administrative Agent’s receipt of the Cure Proceeds and adjustment in the calculation of Consolidated EBITDA as contemplated in this clause (c), the Financial Covenants shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with such Financial Covenants and any Default or Event of Default arising as a result thereof shall be deemed not to have occurred for all purposes under the Loan Documents. Pending receipt of the Cure Proceeds following delivery of the Notice of Intent to Cure and prior until the end of the tenth (10th) Business Day after the date that the Borrowers are required to deliver the financial statements required by Section 6.01(a) or Section 6.01(b), as applicable, with respect to the Cure Expiration Datefiscal period to which the financial covenant violation relates, (x) neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Agent or any Lender shall exercise any right or remedy of any kind pursuant to Section 6.01, the other Loan Documents or applicable law prior to the Cure Expiration Date solely on the basis of an Event of Default having occurred and continuing under this Section 5.03 (except to the extent that either Xxxxxxxx has confirmed no Event of Default exists (other than in writing that respect of this Section 7.11) at such time, the Borrowers no longer intend Administrative Agent and the Lenders shall not be permitted to exercise (x) accelerate the cure rights contemplated by this clause (c)) and Obligations, (y) no Lender terminate the Commitments or Issuing Bank shall be required to make any Advance or other credit extension hereunder (z) exercise remedies under the Loan Documents (including any increasesagainst the Collateral), extensions or issuances in each case, solely as a result of Letters such Event(s) of CreditDefault under this Section 7.11, until the end of such ten (10) until such Cure Proceeds are actually received by a BorrowerBusiness Day period.

Certain Cure Rights. Notwithstanding any provision to the contrary contained ‎contained in this Agreement or in any other Loan Document, upon written notice provided by ‎by the Borrowers Borrower to the Administrative Agent (the “Notice of Intent to Cure”) on or before ‎before the day on which financial statements are required to be delivered pursuant to Section 5.01(a)(iii‎Section 6.01(b) or 5.01(a)(iv), as applicable, for the fiscal period to which the Cure Proceeds ‎Proceeds (as defined below) are to be invested, and so long as no Event of Default (other than ‎than in respect of one or both Financial Covenantsthe preceding subsections of this Section 7.11) shall then exist, the holders (direct ‎‎(direct or indirect) of the Equity Interests of the Holding Company Parent may cure such violation(s) of the preceding ‎preceding subsections of this Section 5.03 7.11 by making a cash common equity investment, directly ‎directly or indirectly (it being understood that any such investment shall be contributed promptly to the Borrowers), in the Holding Company Parent in an amount equal (but not exceeding) to the applicable Consolidated EBITDA Shortfall ‎amount necessary to cure such default (such investments, “Cure Proceeds”) not later than ‎than the date that is fifteen ten (1510) Business Days after the date that the Borrowers are Borrower is required to deliver ‎deliver the financial statements required by Section 5.01(a)(iii) or 5.01(a)(iv6.01(b), as applicable‎applicable, with respect to the fiscal period to which such Financial Covenant financial covenant violation relates (‎relates, and Parent shall immediately pay such date, proceeds to Administrative Agent for payment of the “Cure Expiration Date”)Obligations. Cure Proceeds shall be included in the calculation of Consolidated EBITDA solely for ‎for determining compliance with this Section 5.03 7.11 for the fiscal quarter to which the cure applies ‎applies and for the three (3) subsequent fiscal quarters following such cure and shall be disregarded ‎disregarded and shall not affect the calculation of Consolidated EBITDA for all other purposes ‎purposes (including the purpose of the calculation of other covenants (including the ‎calculation of financial covenants on a Pro Forma Basis to determine whether a Specified ‎Transaction is permitted hereunder) or for the purpose of the calculation of the Applicable Rate‎Rate); provided provided, that, (x) no payment of Debt Indebtedness made with Cure Proceeds shall be given ‎given effect when determining compliance with this Section 5.03 7.11 as of the end of the fiscal quarter ‎quarter (but no other fiscal quarter) with respect to which such cure is made and (y) no Cure Proceeds shall count as cash or cash equivalents for purposes of determining the Consolidated Net Leverage Ratio when determining compliance with this Section 5.03 at any time. The cure rights described in this Section 5.03 7.11(c) (i) may only be exercised four five (45) times during the term of this Agreement, (ii) may only be exercised two (2) times with respect ‎respect to any fiscal year and (iii) may not be exercised with respect to consecutive fiscal quarters. Upon receipt ‎quarters.‎ Notwithstanding anything to the contrary contained herein, upon the Administrative Agent’s ‎receipt of the Cure Proceeds and adjustment in the calculation of Consolidated EBITDA as contemplated in this clause (c), the Financial Covenants shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with such Financial Covenants and any Default or Event of Default arising as a result thereof shall be deemed not to have occurred for all purposes under the Loan Documents. Pending receipt of the Cure Proceeds following delivery of the Notice of Intent to Cure and prior until the end of the tenth (10th) Business Day after ‎the date that the U.S. Borrower is required to deliver the financial statements required by ‎Section 6.01(b), with respect to the Cure Expiration Datefiscal period to ‎which the financial covenant violation relates, (x) neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Agent or any Lender shall exercise any right or remedy of any kind pursuant to Section 6.01, the other Loan Documents or applicable law prior to the Cure Expiration Date solely on the basis of an Event of Default having occurred and continuing under this Section 5.03 (except to the extent that either Xxxxxxxx has confirmed no Event of Default exists ‎‎(other than in writing that respect of this Section 7.11 at such time), the Borrowers no longer intend to exercise Administrative Agent and the cure rights contemplated by this clause ‎Lenders shall not (c)x) and accelerate the Obligations, (y) no Lender terminate the ‎Commitments or Issuing Bank shall be required to make any Advance or other credit extension hereunder (including any increasesz) exercise remedies under the Loan Documents, extensions or issuances in each case, solely as a result of Letters such Event(s) of CreditDefault under this Section ‎‎7.11, until the end of such ten (10) until such Cure Proceeds are actually received by a Borrower.Business Day period.‎