Common use of Cure Right Clause in Contracts

Cure Right. In lieu of any other provision of the Loan Documents that grants to any Credit Party the right to cure a Default arising from the violation of the Pre-Compensation FCCR (GE Collateral Pool) through the addition or substitution of Collateral or the payment of money (all of which provisions shall no longer be applicable), if there is a breach of the Pre-Compensation FCCR (GE Collateral Pool), an Event of Default shall not occur as a result of such breach if within 30 days after the earlier of notice from Lender or the occurrence of such breach, Borrower makes a prepayment of the Loans in an amount sufficient to reduce the principal balance of one or more of the Loan(s) (as selected by Lender as provided below) to an amount (and taking into account an adjustment of monthly payment amounts as a result of reamortization of the reduced Loan amount in equal monthly payments over the remaining term of the applicable Loan(s)) that would result in compliance with the Pre-Compensation FCCR (GE Collateral Pool) for the period in question. For the avoidance of doubt, any such reamortization shall be made consistent with the original amortization schedule of the Loan(s) (or if the applicable Loan(s) has previously been reamortized, in accordance with the amortization period most recently used for such reamortization) and shall not require that the Loan(s) be fully amortized over the remaining term. Lender’s determination of the amount of any such prepayment and the amount of any reamortized monthly payments shall be final and conclusive absent manifest error. Lender may determine in its sole discretion which Loan(s) such prepayment will be applied to and which Loans will be subject to reamortization. Any such prepayment will be subject to all applicable prepayment fees and premiums. Within five days after request from Lender, Borrower and the other Credit Parties will execute and deliver to Lender such modifications of the Loan Documents as Lender may request to evidence the amount and application of such prepayment and any reamortized monthly payments.

Cure Right. In lieu of any other provision of the Loan Documents that grants to any Credit Party the right to cure a Default arising from the violation of the Consolidated Pre-Compensation FCCR (GE Collateral Pool) or the Consolidated Post-Compensation FCCR through the addition or substitution of Collateral or the payment of money (all of which provisions shall no longer be applicable), if there is a breach of the Consolidated Pre-Compensation FCCR (GE Collateral Pool)or Consolidated Post-Compensation FCCR, an Event of Default shall not occur as a result of such breach if within the earlier of 30 days after the earlier of notice from Lender or the occurrence of such breach, Borrower makes a prepayment of the Loans in an amount sufficient to reduce the principal balance of one or more of the Loan(s) (as selected by Lender as provided below) to an amount (and taking into account an adjustment of monthly payment amounts as a result of reamortization of the reduced Loan amount in equal monthly payments over the remaining term of the applicable Loan(s)) that would result in compliance with the Consolidated Pre-Compensation FCCR (GE Collateral Pool) or Consolidated Post-Compensation FCCR, as applicable, for the period in question. For the avoidance of doubt, any such reamortization shall be made consistent with the original amortization schedule of the Loan(s) (or if the applicable Loan(s) has previously been reamortized, in accordance with the amortization period most recently used for such reamortization) and shall not require that the Loan(s) be fully amortized over the remaining term. Lender’s determination of the amount of any such prepayment and the amount of any reamortized monthly payments shall be final and conclusive absent manifest error. Lender may determine in its sole discretion which Loan(s) such prepayment will be applied to and which Loans will be subject to reamortization. Any such prepayment will be subject to all applicable prepayment fees and premiums. Within five days after request from Lender, Borrower and the other Credit Parties will execute and deliver to Lender such modifications of the Loan Documents as Lender may request to evidence the amount and application of such prepayment and any reamortized monthly payments.

Cure Right. In lieu of Notwithstanding anything to the contrary contained in this Section 8, in the event that Borrowers fail to comply with the covenant contained in Section 6.12(b) (the “Approved Budget Covenant”) with respect to any other provision calendar month or any two calendar month period, Borrowers shall have the right, within sixty (60) days of the Loan Documents that grants applicable month or two calendar month period to any Credit Party issue additional shares of Qualified Capital Stock in exchange for cash (the right to cure a Default arising from the violation of the Pre-Compensation FCCR (GE Collateral Pool) through the addition or substitution of Collateral or the payment of money (all of which provisions shall no longer be applicable“Equity Cure Right”), if there is a breach of the Pre-Compensation FCCR (GE Collateral Pool), an Event of Default shall not occur as a result of such breach if within 30 days after the earlier of notice from Lender or the occurrence of such breach, Borrower makes a prepayment of the Loans in an amount sufficient equal to (x) two (2) multiplied by (y) the Actual Disbursement Amount less the Maximum Disbursement Amount for such month (the “Cure Amount”). Upon the receipt by Borrowers of the Cure Amount pursuant to the exercise of such Equity Cure Right, such Cure Amount shall be deemed to reduce the principal balance of one or more of the Loan(s) (as selected by Lender as provided below) to an amount (and taking into account an adjustment of monthly payment amounts as a result of reamortization of the reduced Loan amount in equal monthly payments over the remaining term of Actual Disbursement Amount for the applicable Loan(s)) that would result calendar month or two calendar month period and the Approved Budget Covenant shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the foregoing recalculation, Borrowers shall then be in compliance with the Pre-Compensation FCCR (GE Collateral Pool) for requirements of the period in question. For the avoidance of doubtApproved Budget Covenant, any such reamortization Borrowers shall be made consistent deemed to have satisfied the requirements of the Approved Budget Covenant as of the relevant date of determination with the original amortization schedule same effect as though there had been no failure to comply therewith at such date, and the applicable breach of the Loan(s) (Approved Budget Covenant that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower, Collateral Agent or if any Lender for all purposes under the Loan Documents. Upon receipt by the Required Lenders of notice from Borrowers that they intend to exercise the Equity Cure Right with respect to any calendar month or two calendar month period, then so long as no other Event of Default has occurred and is continuing and solely with respect to Borrowers’ exercise of the Equity Cure Right, until the 60th day following the applicable Loan(s) has previously been reamortizedcalendar month or two calendar month period to which such notice relates, in accordance with the amortization period most recently used for such reamortization) Lenders shall not, and shall not require that direct Collateral Agent to, exercise any remedies pursuant to Section 9 or otherwise solely on the Loan(s) be fully amortized over the remaining term. Lender’s determination of the amount basis of any such prepayment Event of Default having occurred and being continuing under the amount of any reamortized monthly payments shall be final and conclusive absent manifest error. Lender may determine in its sole discretion which Loan(s) such prepayment will be applied to and which Loans will be subject to reamortization. Any such prepayment will be subject to all applicable prepayment fees and premiums. Within five days after request from Lender, Borrower and the other Credit Parties will execute and deliver to Lender such modifications of the Loan Documents as Lender may request to evidence the amount and application of such prepayment and any reamortized monthly paymentsApproved Budget Covenant.

Cure Right. In lieu of any other provision of the Loan Documents that grants to any Credit Party the right to cure a Default arising from the violation of the Consolidated Pre-Compensation FCCR (GE Collateral Pool) or the Consolidated Post-Compensation FCCR through the addition or substitution of Collateral or the payment of money (all of which provisions shall no longer be applicable), if there is a breach of the Consolidated Pre-Compensation FCCR (GE Collateral Pool)or Consolidated Post-Compensation FCCR, an Event of Default shall not occur as a result of such breach if within the earlier of 30 days after the earlier of notice from Lender or the occurrence of such breach, Borrower makes a prepayment of the Loans in an amount sufficient to reduce the principal balance of one or more of the Loan(s) (as selected by Lender as provided below) to an amount (and taking into account an adjustment of monthly payment amounts as a result of reamortization of the reduced Loan amount in equal monthly payments over the remaining term of the applicable Loan(s)) that would result in compliance with the Consolidated Pre-Compensation FCCR (GE Collateral Pool) or Consolidated Post-Compensation FCCR, as applicable, for the period in question. For the avoidance of doubt, any such reamortization shall be made consistent with the original amortization schedule of the Loan(s) (or if the applicable Loan(s) has previously been reamortized, in accordance with the amortization period most recently used for such reamortization) and shall not require that the Loan(s) be fully amortized over the remaining term. Lender’s determination of the amount of any such prepayment and the amount of any reamortized monthly payments shall be final and conclusive absent manifest error. Lender may determine in its sole discretion which Loan(s) such prepayment will be applied to and which Loans will be subject to reamortization. Any such prepayment will be subject to all applicable prepayment fees and premiums. Within five days after request from Lender, Borrower and the other Credit Parties will execute and deliver to Lender such modifications of the Loan Documents as Lender may request to evidence the amount and application of such prepayment and any reamortized monthly payments.

Cure Right. In lieu The cash proceeds of any other provision a sale of, or contribution to, common equity of the Loan Documents Borrower during any fiscal quarter or following the last day of such fiscal quarter and on or prior to the day that grants is 15 Business Days after the day on which financial statements are required to any Credit Party be delivered for such fiscal quarter (or, in the right to cure a Default arising from the violation case of the Pre-Compensation FCCR (GE Collateral PoolMinimum Liquidity Requirement, the day that is 15 Business Days after the relevant breach) through will, at the addition or substitution of Collateral or the payment of money (all of which provisions shall no longer be applicable), if there is a breach request of the Pre-Compensation FCCR Borrower, be included in (GE Collateral Pool), an Event x) the amount of Default shall not occur as a result unrestricted cash and Cash Equivalents for purposes of such breach if within 30 days after the earlier of notice from Lender or the occurrence of such breach, Borrower makes a prepayment of the Loans in an amount sufficient to reduce the principal balance of one or more of the Loan(s) (as selected by Lender as provided below) to an amount (and taking into account an adjustment of monthly payment amounts as a result of reamortization of the reduced Loan amount in equal monthly payments over the remaining term of the applicable Loan(s)) that would result in determining compliance with the Pre-Compensation FCCR Minimum Liquidity Requirement and/or (GE Collateral Pooly) the calculation of Consolidated EBITDA for purposes of determining compliance with any other Financial Covenant as of the period in question. For the avoidance end of doubt, such fiscal quarter and applicable subsequent periods that include such fiscal quarter (any such reamortization equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) in each four (4) consecutive fiscal quarter period, there shall be no more than one (1) fiscal quarter in which a Specified Equity Contribution is made, (b) no more than three (3) Specified Equity Contributions may be made consistent with in the original amortization schedule of the Loan(saggregate, (c) (or if the applicable Loan(s) has previously been reamortized, in accordance with the amortization period most recently used for such reamortization) and shall not require that the Loan(s) be fully amortized over the remaining term. Lender’s determination of the amount of any such prepayment and Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with each applicable Financial Covenant, (d) any pro forma adjustment to Consolidated EBITDA resulting from any Specified Equity Contribution shall be counted as Consolidated EBITDA solely for purposes of determining compliance with the applicable Financial Covenants and except as set forth in clause (e) below, shall not be included for any other purpose and (e) there shall be no pro forma or other reduction of indebtedness (whether through nettling, prepayment or otherwise) with the proceeds of any reamortized monthly payments shall be final and conclusive absent manifest error. Lender may determine Specified Equity Contribution for purposes of determining compliance with the Leverage Ratio Financial Covenant for the fiscal quarter in its sole discretion respect of which Loan(s) such prepayment will be Specified Equity Contribution was made (other than, with respect to any future period, with respect to any portion of such Specified Equity Contribution that is actually applied to and repay any indebtedness). Upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise its rights pursuant to this Section 7.10(d), until the end of the period during which such right can be exercised in accordance with this Section 7.10(d), neither the Administrative Agent nor any Lender shall exercise any right to accelerate the Loans will be subject to reamortization. Any such prepayment will be subject to all applicable prepayment fees and premiums. Within five days after request from Lender, Borrower and or exercise any other right of foreclosure or take the possession of collateral or any other Credit Parties will execute and deliver to Lender such modifications of right or remedy under the Loan Documents as Lender may request solely on the basis of the relevant failure to evidence the amount and application of such prepayment and any reamortized monthly payments.comply with this Section 7.10. 7.11

Cure Right. In lieu of any other provision of the Loan Documents that grants to any Credit Party the right to cure a Default arising from the violation of the Pre-Compensation FCCR (GE Collateral Pool) through the addition or substitution of Collateral or the payment of money (all of which provisions shall no longer be applicable), if there is a breach of the Pre-Compensation FCCR (GE Collateral Pool), an Event of Default shall not occur as a result of such breach if within 30 days after the earlier of notice from Lender or the occurrence of such breach, Borrower makes a prepayment of the Loans in an amount sufficient to reduce the principal balance of one or more of the Loan(s) (as selected by Lender as provided below) to an amount (and taking into account an adjustment of monthly payment amounts as a result of reamortization of the reduced Loan amount in equal monthly payments over the remaining term of the applicable Loan(s)) that would result in compliance with the Pre-Compensation FCCR (GE Collateral Pool) for the period in question. For the avoidance of doubt, any such reamortization shall be made consistent with the original amortization schedule of the Loan(s) (or if the applicable Loan(s) has previously been reamortized, in accordance with the amortization period most recently used for such reamortization) and shall not require that the Loan(s) be fully amortized over the remaining term. Lender’s determination of the amount of any such prepayment and the amount of any reamortized monthly payments shall be final and conclusive absent manifest error. Lender may determine in its sole discretion which Loan(s) such prepayment will be applied to and which Loans will be subject to reamortization. Any such prepayment will be subject to all applicable prepayment fees and premiums. Within five days after request from Lender, Borrower and the other Credit Parties will execute and deliver to Lender such modifications of the Loan Documents as Lender may request to evidence the amount and application of such prepayment and any reamortized monthly payments.

Cure Right. In lieu of any other provision of Notwithstanding anything to the Loan Documents that grants to any Credit Party the right to cure a Default arising from the violation of the Pre-Compensation FCCR (GE Collateral Pool) through the addition or substitution of Collateral or the payment of money (all of which provisions shall no longer be applicable)contrary set forth herein, if there Borrower is a breach of the Pre-Compensation FCCR (GE Collateral Pool), an Event of Default shall not occur as a result of such breach if within 30 days after the earlier of notice from Lender or the occurrence of such breach, Borrower makes a prepayment of the Loans in an amount sufficient to reduce the principal balance of one or more of the Loan(s) (as selected by Lender as provided below) to an amount (and taking into account an adjustment of monthly payment amounts as a result of reamortization of the reduced Loan amount in equal monthly payments over the remaining term of the applicable Loan(s)) that would result in compliance with the Prefinancial covenants set forth above in clauses (a) and (b) of this Item 16 of the Terms Schedule, then Sponsor will have a fifteen (15) day period commencing on the date of delivery of Borrower's financial statements and Compliance Certificate showing such non-Compensation FCCR compliance ( the "Covenant Cure Period") to raise equity in a manner permitted by this Agreement to the extent necessary to cause such financial covenants to meet or exceed the level required hereunder by the last Business Day of such Covenant Cure Period (GE Collateral Poolthe "Cure Right"), and upon the receipt by Borrower of such cash (the "Cure Amount") pursuant to the exercise of such Cure Right, such financial covenants shall be recalculated giving effect to a pro forma adjustment to EBITDA, which shall be increased for the last fiscal quarter of the applicable measurement period for the purpose of measuring such financial covenants, but for no other purpose under this Agreement, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculation, Borrower shall then be in question. For compliance with the avoidance requirements of doubtclauses (a) and (b) of this Item 16 of the Terms Schedule, any such reamortization then Borrower shall be made consistent deemed to have satisfied the requirements set forth therein as of the relevant date of determination with the original amortization schedule of the Loan(s) same effect as though there had been (or if would have been) no failure to comply therewith at such date, and the applicable Loan(s) has previously been reamortized, in accordance with the amortization period most recently used for such reamortization) and shall not require that the Loan(s) be fully amortized over the remaining term. Lender’s determination of the amount breach or default of any such prepayment and the amount of any reamortized monthly payments financial covenant that had occurred (or would have occurred) shall be final and conclusive absent manifest errordeemed cured for the purposes of this Agreement. Lender may determine in its sole discretion which Loan(s) such prepayment will The Cure Amount shall be applied to and which Loans will such fiscal quarter in each subsequent measurement period that includes such fiscal quarter. Borrower shall not be subject permitted to reamortization. Any such prepayment will be subject to all applicable prepayment fees and premiums. Within five days after request from Lender, Borrower exercise the Cure Right more than two (2) times in any period of four (4) consecutive fiscal quarters or more than three (3) times during the term of this Agreement and the other Credit Parties will execute and deliver to Lender such modifications maximum aggregate amount of all Cure Amounts shall not exceed $1,000,000. As used in this Item 16 of the Loan Documents as Lender may request Terms Schedule, the following terms shall have the following meanings ascribed to evidence the amount and application of such prepayment and any reamortized monthly paymentsthem.