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 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 If during the period beginning on the Closing Date and ending on the later of date three months from the Unconditional Date any event or circumstance which (ibut for this Clause 24.3) 90 days from and including the Closing Date and (ii) 60 days following the discovery by would constitute a Responsible Officer of Borrower of a Target Default (as defined below), the "POTENTIAL EVENT OF DEFAULT") shall exist 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))consists of, or (y) terminate the Commitments is a direct consequence of any event or declare the Loans to be due and payable as a result solely of one or more Defaults or Events of Default described circumstance which occurred in Section 8.01, in each case, insofar as it relates relation to the Target or any of its Subsidiaries (including for or its or any of their business, assets or liabilities) on or before the avoidance of doubt any Default or Event of Default arising under Section 8.01(e) with respect to Unconditional Date, then the Relevant Obligations of the Target) (a “Target Default”); provided thatfollowing shall apply: (a) the event Company or circumstance giving rise to such Target Default, Bidco or the result Target shall notify the Facility Agent of such Target Defaultthat fact by fax promptly after becoming aware thereof, giving a reasonable description of: (i) directly relates the Potential Event of Default and (so far as known to the Target or any of them) its subsidiaries (or any of their businesses, assets or liabilities), causes; and (ii) is capable any remedial action in relation to that Potential Event of being cured or remedied during Default which the Clean-up Period and (subject to any restrictions and limitations on the influence Company and/or Bidco may exercise as shareholder of and/or the Target pursuant propose to mandatory German corporate law) commercially reasonable steps are taken by the Borrower take 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; andprocure is taken; (b) that the Administrative Agent Potential Event of Default shall not constitute a Default, and the Lenders Facility Agent shall be entitled not with respect to exercise any and all that Potential Event of Default (but, for the avoidance of doubt, not so as to restrict the Facility Agent's rights and remedies granted to them hereunder and under the Loan Documents take such action with respect to any such Default or other Event of Default which is not a Potential Event of Default) be entitled to take any of the actions set out in Clause 24.2, until (assuming that the Potential Event of Default is still in existence then continuing) the earlier of: (i) the date three months after the expiration Unconditional Date; or (ii) the date on which, as a direct consequence of it being reasonably likely that a Material Adverse Effect would result from such Potential Event of Default or from the effects thereof or from the continued inaction by the Facility Agent and the Banks as regards the exercise of rights under this Agreement, the Facility Agent on the instructions of the Clean-up PeriodMajority Banks has confirmed in writing to the Company that it is so reasonably likely; or (iii) a Material Adverse Effect actually occurring as a direct consequence of that Potential Event of Default. Provided that (A) the foregoing shall not apply with respect to any Potential Event of Default under any of Clauses 24.1(a), (b)(iii), (d), (e)(i) (in consequence only of Borrowings being declared due and payable or capable of being declared due and payable which are not Refinancing Debt), (f), (g), (h), (i), (j), (l), (p), (q), (r), (s), (t), or (v) in each case irrespective of whether or not that Potential Event of Default occurred in consequence of any event or circumstance which occurred before the Unconditional Date, and (B) any Potential Event of Default shall nevertheless constitute a Default for the purposes of Clause 4.3, save (in the case only of a Potential Event of Default consisting of a Default arising under Clause 24.1 (b)(ii), (c) or (e) (i) (in consequence as aforesaid)) where it is demonstrated to the reasonable satisfaction of the Majority Offer Banks that such Potential Event of Default is likely to be cured within three months after the Unconditional Date without any Material Adverse Effect occurring.

Clean-Up Period. During (A) Without prejudice to the period beginning on provisions of section (B) below, and notwithstanding any different and further provisions of the Closing Date and ending on the later of Financial Documents, any: (i) 90 days from inaccuracy, incompleteness and including untruthfulness of a declaration or guarantee issued by the Closing Date Recipient, also in the name and on behalf of the companies of the Group and/or the Relevant Subsidiaries, pursuant to Art. 15 (Declarations) of this Agreement, or (ii) 60 days following the discovery by a Responsible Officer of Borrower breach of a Target Default (as defined below)commitment or an obligation assumed by the Recipient, which discovery occurs within also in the time period referred to in clause (i) (the “Clean-up Period”), none name and on behalf of the Administrative Agent companies of the Group and/or the Relevant Subsidiaries, pursuant to Articles 16 (Disclosure Requirements) and 18 {Commitments) of this Agreement, or (iii) a Material Event pursuant to Art. 19 {Material Events) of this Agreement, will not constitute an inaccuracy, incompleteness or any Lender may (x) declare that a Default or an Event untruthfulness of Default has occurred (declarations 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))guarantees, or (y) terminate the Commitments a breach of commitments or declare the Loans to obligations or will not be due and payable considered as a result solely of one or more Defaults or Events of Default described in Section 8.01Material Event, 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 thatif: (a) the event or circumstance giving rise to such Target Default, or the result of such Target Default, (i) directly relates it refers to the Target company that is the subject of the Permitted Acquisition 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 further future acquisitions made 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 Recipient in accordance with the Borrower or Bidco, and (v) was either not known by a Responsible Officer provisions 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 Datethis Agreement; and (b) that it occurs during the 9 (nine) months following the date of completion of the relative acquisition; and (c) would have constituted (in the absence of this provision) an inaccuracy, incompleteness and untruthfulness of declarations and guarantees, or a breach of a commitment or an obligation, or a Material Event, in each case, with exclusive reference to a company subject to the Permitted Acquisition and/or to any additional companies whose shareholdings are acquired in future by the Recipient in accordance with the provisions of this Agreement; and (d) is capable of being remedied and reasonable steps have been taken to remedy the situation; and (e) the circumstances giving rise to it were not caused or approved by the Recipient on or after the Utilization Date; and, moreover, (f) does not have a Material Adverse Effect; and (g) is actually remedied within 9 (nine) months, starting from the date of completion of the relative acquisition. (B) If the aforementioned violations persist after the 9th (ninth) month following the date of completion of the relative acquisition, the relative provisions of this Agreement shall apply. BANCO BPM S.p.A. Parent Company of the BANCO BPM Banking Group Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 00 00000 Administrative Agent headquarters: Pxxxxx Xxxxxx, 0 - 00000 Xxxxxx - Tel. 000 0000000 wxx.xxxxxx.xxxxxxxx.xx Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Bxxxxxx Xxxx: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the Lenders shall be entitled to exercise any and all rights and remedies granted to them hereunder and under National Guarantee Fund, Listed in the Loan Documents with respect to any such Default or Event Register of Default that is still in existence after the expiration Banks of the Clean-up PeriodBanca d'Italia and the Register of Bank Groups.

Clean-Up Period. During (a) Notwithstanding any other term of this Agreement, in respect of an acquisition permitted or not prohibited by the period beginning terms of this Agreement (the “Approved Acquisition”) and made on or after the Closing Date and ending on Date, from the later date of (i) 90 closing of the Approved Acquisition to the date falling ninety 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) thereafter (the “Clean-up Period”), none if any matter or circumstance that exists in respect of any person, undertaking or business which is the direct or indirect subject of the Administrative Agent Approved Acquisition would constitute a breach of a representation, an undertaking or any Lender may (x) declare that other term or condition under the Finance Documents or 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 Relevant Default”); provided that: ) then subject to paragraph (ab) the event or circumstance giving rise to such Target Defaultbelow, 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 that Relevant Default shall not constitute a breach of a representation, undertaking or any restrictions and limitations on other term or condition under the influence Bidco may exercise as shareholder Finance Documents or a Default or an Event 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 Default and the Lenders Agent shall not be entitled to exercise give any and all rights and remedies granted to them hereunder and notice under the Loan Documents Clause 28.9 (Acceleration) with respect to any such that Relevant Default or Event of until (if that Relevant Default that is still in existence then continuing) the date immediately after the expiration end of the Clean-up Period. (b) Paragraph (a) above shall not apply with respect to any Relevant Default to the extent that it: (i) is not capable of being cured or, if the Company is aware of the relevant circumstances at the time, reasonable steps are not being used to cure the same; (ii) has been procured by or approved by a member of the Group (provided that knowledge of the Relevant Default does not equate to procurement or approval by that member of the Group); (iii) has, or could reasonably expected to have, a Material Adverse Effect; or (iv) is continuing at the end of the Clean-up Period (and, for the avoidance of doubt, if the Relevant Default is continuing at the end of the Clean-up Period, the Lenders shall then be entitled to exercise any available rights in relation to that continuing Relevant Default). ​

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.

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).