Common use of Clean-Up Period Clause in Contracts

Clean-Up Period. During the period beginning on the Closing Date and ending on the later of (i) 90 days from and including the Closing Date and (ii) 60 days following the discovery by a Responsible Officer of Borrower of a Target Default (as defined below), which discovery occurs within the time period referred to in clause (i) (the “Clean-up Period”), none of the Administrative Agent or any Lender may (x) declare that a Default or an Event of Default has occurred (and no such Default or Event of Default will be deemed to otherwise exist hereunder during the Clean-Up Period or the Extended Period (as defined below)), or (y) terminate the Commitments or declare the Loans to be due and payable as a result solely of one or more Defaults or Events of Default described in Section 8.01, in each case, insofar as it relates to the Target or any of its Subsidiaries (including for the avoidance of doubt any Default or Event of Default arising under Section 8.01(e) with respect to the Relevant Obligations of the Target) (a “Target Default”); provided that: (a) the event or circumstance giving rise to such Target Default, or the result of such Target Default, (i) directly relates to the Target or any of its subsidiaries (or any of their businesses, assets or liabilities), (ii) is capable of being cured or remedied during the Clean-up Period and (subject to any restrictions and limitations on the influence Bidco may exercise as shareholder of the Target pursuant to mandatory German corporate law) commercially reasonable steps are taken by the Borrower or Bidco to remedy it, (iii) could not reasonably be expected to have a Material Adverse Effect, (iv) has not been procured or approved by the Borrower or Bidco, and (v) was either not known by a Responsible Officer of the Borrower prior to the Effective Date or was disclosed or otherwise described in the financial statements and reports of the Target publicly filed prior to the Effective Date; and (b) that the Administrative Agent and the Lenders shall be entitled to exercise any and all rights and remedies granted to them hereunder and under the Loan Documents with respect to any such Default or Event of Default that is still in existence after the expiration of the Clean-up Period.

Clean-Up Period. During From the period beginning on from the Closing Funding Date until the date which falls (a) 25 days after the Funding Date, in the case of circumstances affecting the US Borrower and ending on any Subsidiary that is a member of the later of Rockwood Group or (ib) 90 days from and including after the Closing Date Funding Date, in the case of circumstances affecting any other Subsidiary (such period described in clauses (a) and (ii) 60 days following the discovery by a Responsible Officer of Borrower of a Target Default (as defined belowb), which discovery occurs within the time period referred to in clause (i) (the “Clean-up Up Period”), none a breach of the Administrative Agent representation or any Lender may (x) declare that warranty or a breach of covenant or a Default or an Event of Default has occurred (hereunder shall not be deemed to be a breach of representation or warranty or a breach of covenant or a Default or an Event of Default hereunder, as the case may be, if and no for so long as, during such Clean-Up Period, the circumstances giving rise to the relevant breach of representation or warranty or breach of covenant or Default or Event of Default will be deemed to otherwise exist hereunder during the Clean-Up Period or the Extended Period (as defined below)), or (y) terminate the Commitments or declare the Loans to be due and payable as a result solely of one or more Defaults or Events of Default described in Section 8.01, in each case, insofar as it relates to the Target or any of its Subsidiaries (including for the avoidance of doubt any Default or Event of Default arising under Section 8.01(e) with respect to the Relevant Obligations of the Target) (a “Target Default”); provided that: (a) the event or circumstance giving rise to such Target Default, or the result of such Target Default, (i) directly relates to the Target or any of its subsidiaries (or any of their businesses, assets or liabilities), (ii) is are capable of being cured and, if Holdings, the US Borrower or remedied during the Clean-up Period and (subject to any restrictions and limitations on the influence Bidco may exercise as shareholder Subsidiary that is a member of the Target pursuant Rockwood Group or (after the date that is 30 days after the Funding Date) any other Restricted Subsidiary is aware of the relevant circumstances at the time and there exists no legal prohibition affecting any Restricted Subsidiary which would prevent such cure, reasonable efforts are being made to mandatory German corporate lawcure the same; (ii) commercially reasonable steps are taken have not been procured by or approved by Holdings, the US Borrower or Bidco any Subsidiary that is a member of the Rockwood Group or (if arising after the date that is 30 days after the Funding Date) any other Restricted Subsidiary that is not a member of the Rockwood Group unless such other Restricted Subsidiary was legally bound to remedy it, take such action; and (iii) could do not reasonably be expected to have a Material Adverse Effect; provided, (iv) has not been procured or approved by that if the Borrower or Bidco, and (v) was either not known by a Responsible Officer relevant circumstances are continuing at the end of the Borrower prior to the Effective Date or was disclosed or otherwise described in the financial statements and reports of the Target publicly filed prior to the Effective Date; and (b) that the Administrative Agent and the Lenders applicable Clean-Up Period there shall be entitled to exercise any and all rights and remedies granted to them hereunder and under the Loan Documents with respect to any such a breach of representation or warranty, breach of covenant, Default or Event of Default that is still in existence after Default, as the expiration of the Clean-up Periodcase may be, on such date.

Clean-Up Period. During the period beginning on the Celesio Bridge Closing Date and ending on the later of (i) 90 days from and including the Celesio Bridge Closing Date and (ii) 60 days following the discovery by a Responsible Officer of Borrower the Company of a Target Celesio Default (as defined below), which discovery occurs within the time period referred to in clause (i) (the “Clean-up Period”), none of the Administrative Agent or any Lender may (x) declare that a Default or an Event of Default has occurred (and no such Default or Event of Default will be deemed to otherwise exist hereunder during the Clean-Up Period or the Extended Period (as defined below)Period), or (y) terminate the Commitments or Commitments, declare the Loans to be due and payable or require the Borrowers to Cash Collateralize the L/C Obligations and Bankers’ Acceptances as a result solely of one or more Defaults or Events of Default described in Section 8.01, in each case, insofar as it relates to the Target Celesio or any of its Subsidiaries (including for the avoidance of doubt any Default or Event of Default arising under Section 8.01(e) with respect to the Relevant Obligations of the TargetCelesio) (a “Target Celesio Default”); provided that: (a) the event or circumstance giving rise to such Target Celesio Default, or the result of such Target Celesio Default, (i) directly relates to the Target Celesio or any of its subsidiaries (or any of their businesses, assets or liabilities), (ii) is capable of being cured or remedied during the Clean-up Period and (subject to any restrictions and limitations on the influence Bidco may exercise as shareholder of the Target Celesio pursuant to mandatory German corporate law) commercially reasonable steps are taken by the Borrower Company or Bidco to remedy it, (iii) could not reasonably be expected to have a Material Adverse Effect, (iv) has not been procured or approved by the Borrower Company or Bidco, and (v) was either not known by a Responsible Officer of the Borrower prior to the Celesio Bridge Effective Date or was disclosed or otherwise described in the financial statements and reports of the Target Celesio publicly filed prior to the Celesio Bridge Effective Date; and (b) that the Administrative Agent and the Lenders shall be entitled to exercise any and all rights and remedies granted to them hereunder and under the Loan Documents with respect to any such Default or Event of Default that is still in existence after the expiration of the Clean-up Period.”

Clean-Up Period. During (a) Notwithstanding anything in Section 7 or elsewhere in this Agreement to the contrary, during the period beginning on from the Closing Date and ending on until the later of (i) 90 date that is 60 days from and including after the Closing Date and (ii) 60 days following the discovery by a Responsible Officer of Borrower of a Target Default (as defined below), which discovery occurs within the time period referred to in clause (i) (the “Clean-up Up Period”), none any breach of the Administrative Agent a covenant, inaccuracy of or any Lender may inability to make a representation or warranty (xother than a Specified Representation) declare that a Default or an Event of Default has occurred (and no such other Default or Event of Default (other than an Event of Default of the Borrower under Section 7.1(g) or (h)) by reason of any matter or circumstance relating to Sprint or its Subsidiaries will be deemed to otherwise exist hereunder during the Clean-Up Period or the Extended Period (as defined below)), or (y) terminate the Commitments or declare the Loans not to be due and payable as a result solely breach of one a covenant, an inaccuracy of or more Defaults failure to make a representation or Events of Default described in Section 8.01, in each case, insofar as it relates to the Target warranty or any of its Subsidiaries (including for the avoidance of doubt any a Default or Event of Default arising under Section 8.01(e) with respect to so long as the Relevant Obligations of the Target) (a “Target Default”); provided thatcircumstances giving rise thereto: (a) the event or circumstance giving rise to such Target Default, or the result of such Target Default, (i) directly relates do not have a material adverse effect on the consolidated results of operations or financial condition of the Borrower and its Subsidiaries (including Sprint and its Subsidiaries) taken as a whole, such that the Borrower and its Subsidiaries (including Sprint and its Subsidiaries) taken as a whole would be unable to perform the Target or any of its subsidiaries (or any of their businesses, assets or liabilities), payment obligations under the Facilities; (ii) is capable of being cured or remedied during the Clean-up Period and (subject to any restrictions and limitations on the influence Bidco may exercise as shareholder of the Target pursuant to mandatory German corporate law) commercially reasonable steps are taken by the Borrower or Bidco to remedy it, (iii) could were not reasonably be expected to have a Material Adverse Effect, (iv) has not been knowingly procured or approved by the Borrower or Bidco, Borrower; (iii) are capable of remedy and (v) was either not known by a Responsible Officer of the Borrower prior reasonable steps are being taken to the Effective Date or was disclosed or otherwise described in the financial statements and reports of the Target publicly filed prior to the Effective Dateremedy it; and (iv) do not constitute a breach of the covenants relating to the accession of Guarantors beyond the earlier of thirty (30) days after the Closing Date or the date on which any required Guarantor actually guarantees the Existing T-Mobile Notes. (b) that For the Administrative Agent and the Lenders avoidance of doubt, if any breach of representation shall be entitled deemed to exercise any and all rights and remedies granted not exist due to them hereunder and under Section 7.3(a), then such breach of representation shall be deemed not to exist for purposes of Section 4.2 for so long as (but in no event later than the Loan Documents with respect to any such Default or Event of Default that is still in existence after the expiration end of the Clean-up Up Period) such breach of representation shall be deemed not to exist due to the provisions of Section 7.3(a).

Clean-Up Period. During the period beginning on the Acquisition Closing Date and ending on the later of (i) 90 days from and including the Acquisition Closing Date and (ii) 60 days following the discovery by a Responsible an Officer of Borrower of a Target Default (as defined below), which discovery occurs within the time period referred to in clause (i) (the “Clean-up Period”), none of the Administrative Agent or any Lender may (x) declare that a Default or an Event of Default has occurred (and no such Default or Event of Default will be deemed to otherwise exist hereunder during the Clean-Up Period or the Extended Period (as defined below)Period), or (y) terminate the Commitments Commitments, refuse to fund Loans or declare the Loans to be due and payable as a result solely of one or more Defaults or Events of Default described in Section 8.019.1, in each case, insofar as it relates to the Target or any of its Subsidiaries (including for the avoidance of doubt any Default or Event of Default arising under Section 8.01(e9.1(e) with respect to the Relevant Obligations Indebtedness of the Target) (a “Target Default”); provided that: (a) the event or circumstance giving rise to such Target Default, or the result of such Target Default, (i) directly relates to the Target or any of its subsidiaries Subsidiaries (or any of their businesses, assets or liabilities), (ii) is capable of being cured or remedied during the Clean-up Period and (subject to any restrictions and limitations on the influence Bidco the Borrower may exercise as shareholder of the Target pursuant to mandatory German French corporate law) commercially reasonable steps are taken by the Borrower or Bidco to remedy it, (iii) could not reasonably be expected to have a Material Adverse Effect, and (iv) has not been procured or approved by the Borrower or Bidco, any of its Subsidiaries (other than Target and (v) was either not known by a Responsible Officer of the Borrower prior to the Effective Date or was disclosed or otherwise described in the financial statements and reports of the Target publicly filed prior to the Effective Dateits Subsidiaries); and (b) that the Administrative Agent and the Lenders shall be entitled to exercise any and all rights and remedies granted to them hereunder and under the Loan Documents with respect to any such Default or Event of Default that is still in existence after the expiration of the Clean-up Period, subject, for the avoidance of doubt, to Section 3.3 in all respects.