Common use of Financial Performance Covenants Clause in Contracts

Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the U.S. Borrower fails to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) (collectively, the "Cure Right"), and upon the receipt by U.S. Borrower of such cash (the "Cure Amount") pursuant to the exercise by Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) If, after giving effect to the foregoing recalculations, the U.S. Borrower shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings and the U.S. Borrower fails fail to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) Borrower (collectively, the "Cure Right"), and upon the receipt by U.S. Borrower of such cash (the "Cure Amount") pursuant to the exercise by Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) Ifif, after giving effect to the foregoing recalculations, the U.S. Holdings and Borrower shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Holdings and Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that which had occurred shall be deemed cured for this all purposes of the Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the U.S. Borrower Holdings fails to comply with the requirements of any the Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) Company (collectively, the "“Cure Right"”), and upon the receipt by U.S. Borrower Company of such cash (the "“Cure Amount"”) pursuant to the exercise by Holdings of such Cure Right and request to the Administrative Agent to effect such recalculation, such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) Ifif, after giving effect to the foregoing recalculations, the U.S. Borrower Holdings shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Borrower Holdings shall be deemed to have satisfied the requirements of the Financial Performance Covenants Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants Covenant that had occurred shall be deemed cured for this purposes of the Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the U.S. Borrower fails to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings (or the surviving entity in any merger of Holdings permitted under Section 6.05(b)) shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdingsits capital, and, in each case, if applicable, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) (collectively, the "“Cure Right"”), and upon the receipt by U.S. Borrower of such cash (the "“Cure Amount"”) pursuant to the exercise by Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) If, after giving effect to the foregoing recalculations, the U.S. Borrower shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the U.S. Borrower fails to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day Business Day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings the Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) Borrower (collectively, the "“Cure Right"”), and upon the receipt by U.S. Borrower of such cash (the "“Cure Amount"”) pursuant to the exercise by Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased, solely for the purpose of measuring determining the existence of a Default or Event of Default under the Financial Performance Covenants and for purposes of calculating Excess Cash Flow and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) If, after giving effect to the foregoing recalculations, the U.S. Borrower shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 7.0110A, in the event that the U.S. Borrower fails to comply with the requirements of an Event of Default or potential Event of Default of any Financial Performance Covenant, at any time after the completion of a fiscal quarter until the expiration of the 10th day subsequent to the date the certificate calculating compliance with such Financial Performance Covenant for such fiscal quarter is required to be delivered pursuant to Section 5.04(c8.01(d), Holdings VHS Holdco I shall have the right to issue Permitted Cure Securities for cash or otherwise receive from the Sponsors (through VHS Holdings LLC) cash contributions to the equity capital of HoldingsVHS Holdco I, and, in each case, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the equity capital of the U.S. Borrower) Borrower (collectively, the "“Cure Right"”), and upon the receipt by U.S. Borrower of such cash (the "“Cure Amount"”) pursuant to the exercise by Holdings VHS Holdco I of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) Ifif, after giving effect to the foregoing recalculations, the U.S. Borrower VHS Holdco I shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Borrower VHS Holdco I shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in this Section 7.0110, in the event that the U.S. Borrower fails to comply with the requirements of any the Financial Performance CovenantCovenants, until the expiration of the 10th day subsequent to the date the certificate calculating such the Financial Performance Covenant Covenants is required to be delivered pursuant to Section 5.04(c8.1(d), Holdings (or any direct or indirect parent thereof) shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to (or in the case of any direct or indirect parent of Holdings receive equity interests in Holdings for its cash contributions to) the capital of HoldingsHoldings (collectively, andthe “Cure Right”), in each case, to contribute any and upon contribution by Holdings of such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) (collectively, the "Cure Right"), and upon the receipt by U.S. Borrower of such cash (the "“Cure Amount"”) pursuant to the exercise by Holdings the Borrower of such Cure Right such Right, the Financial Performance Covenant Covenants shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) Ifif, after giving effect to the foregoing recalculations, the U.S. Borrower shall then be in compliance with the requirements of all the Financial Performance Covenants, the U.S. Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the this Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 7.01this Article VII, in the event that the U.S. Borrower fails Borrowers fail to comply with the requirements of any Financial Performance CovenantCovenant with respect to any Test Period, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c5.01(b) or (c), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the its capital of Holdings, and, in each case, to contribute any such cash of up to $25.0 million per exercise of the Cure Right to the capital of Intermediate Holdings (which shall contribute all such cash to the capital either of the U.S. Borrower) Borrowers (collectively, the "“Cure Right"”), and upon the receipt by U.S. a Borrower of such cash (the "“Cure Amount"”) pursuant to the exercise by Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated EBITDA for the last Fiscal Quarter of such Test Period shall be increased, solely for the purpose of measuring the Financial Performance Covenants for such Test Period and for each of the three subsequent Test Periods in which such Fiscal Quarter is included (and not for any other purpose under this Agreement), by an amount equal to the Cure Amount; andand Table of Contents (ii) If, after giving effect to the foregoing recalculations, the U.S. Borrower Borrowers shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Borrower Borrowers shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default Default of the Financial Performance Covenants that which had occurred shall be deemed cured for this all purposes of the this Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the U.S. Borrower Holdings fails to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) Canadian Borrower (collectively, the "“Cure Right"”), and upon the receipt by U.S. the Canadian Borrower of such cash (the "“Cure Amount"”) pursuant to the exercise by Holdings of such Cure Right and request to the Administrative Agent to effect such recalculation, such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) Ifif, after giving effect to the foregoing recalculations, the U.S. Borrower Holdings shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Borrower Holdings shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for this the purposes of the Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the U.S. Borrower Holdings fails to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) Term Borrower (collectively, the "Cure Right"), and upon the receipt by U.S. Term Borrower of such cash (the "Cure Amount") pursuant to the exercise by Holdings of such Cure Right and request to the Administrative Agent to effect such recalculation, such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) Ifif, after giving effect to the foregoing recalculations, the U.S. Borrower Holdings shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Borrower Holdings shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings and the U.S. Borrower fails fail to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) Borrower (collectively, the "Cure Right"), and upon the receipt by U.S. Borrower of such cash (the "Cure Amount") pursuant to the exercise by Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) If, after giving effect to the foregoing recalculations, the U.S. Holdings and Borrower shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Holdings and Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that which had occurred shall be deemed cured for this all purposes of the Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings and the U.S. Borrower fails fail to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) Borrower (collectively, the "Cure Right"), and upon the receipt by U.S. Borrower of such cash (the "Cure Amount") pursuant to the exercise by Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) FL EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) Ifif, after giving effect to the foregoing recalculations, the U.S. Holdings and Borrower shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Holdings and Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that which had occurred shall be deemed cured for this all purposes of the Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the U.S. Borrower fails to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings the U.S. Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) Borrower (collectively, the "“Cure Right"”), and upon the receipt by the U.S. Borrower of such cash (the "“Cure Amount"”) pursuant to the exercise by Holdings the U.S. Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA for such fiscal quarter shall be increased, solely for the purpose of measuring the Financial Performance Covenants for such fiscal quarter and each period thereafter in which the EBITDA for such fiscal quarter is contained, and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) If, after giving effect to the foregoing recalculations, the U.S. Borrower shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the U.S. Borrower fails to comply with the requirements of 150 any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) (collectively, the "Cure Right"), and upon the receipt by U.S. Borrower of such cash (the "Cure Amount") pursuant to the exercise by Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) If, after giving effect to the foregoing recalculations, the U.S. Borrower shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the U.S. Borrower Holdings fails to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) Borrower (collectively, the "Cure Right"), and upon the receipt by U.S. Borrower of such cash (the "Cure Amount") pursuant to the exercise by Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) If, after giving effect to the foregoing recalculations, the U.S. Borrower Holdings shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Borrower Holdings shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the U.S. Borrower fails to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings the Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) Borrower (collectively, the "“Cure Right"”), and upon the receipt by U.S. the Borrower of such cash (the "“Cure Amount"”) pursuant to the exercise by Holdings the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) If, after giving effect to the foregoing recalculations, the U.S. Borrower shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the U.S. Borrower fails to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day Business Day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings the Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) Borrower (collectively, the "Cure Right"), and upon the receipt by U.S. Borrower of such cash (the "Cure Amount") pursuant to the exercise by Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased, solely for the purpose of measuring determining the existence of a Default or Event of Default under the Financial Performance Covenants and for purposes of calculating Excess Cash Flow and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) If, after giving effect to the foregoing recalculations, the U.S. Borrower shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in this Section 7.018, in the event that the U.S. Borrower fails Co-Borrowers fail to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such the Financial Performance Covenant Covenants is required to be delivered for such Fiscal Quarter pursuant to Section 5.04(c6.1(iii) (the “Cure Right Expiration Date”), Holdings (or any direct or indirect parent thereof) shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to (or in the case of any direct or indirect parent of Holdings, receive equity interests in Holdings for its cash contributions to) the capital of HoldingsHoldings (collectively, andthe “Cure Right”), in each case, to contribute any and upon contribution by Holdings of such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) (collectively, the "Cure Right"), and upon the receipt by U.S. Borrower of such cash Co-Borrowers (the "“Cure Amount"”) pursuant to the exercise by Holdings the Co-Borrowers of such Cure Right Right, such Financial Performance Covenant Covenants shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated Total Capitalization and Consolidated Adjusted EBITDA shall each be increased, solely for the purpose of measuring the such Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) Ifif, after giving effect to the foregoing recalculations, the U.S. Borrower Co-Borrowers shall then be in compliance with the requirements of all such Financial Performance Covenants, the U.S. Borrower Co-Borrowers shall be deemed to have satisfied the requirements of the such Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the such Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the this Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 7.01this Article VII, in the event that the U.S. Borrower fails Borrowers fail to comply with the requirements of any Financial Performance CovenantCovenant with respect to any Test Period, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c5.01(b) or (c), Holdings Homebase (or, in the event an Intermediate Holdco has been formed, such Intermediate Holdco) shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the its capital of Holdings, and, in each case, to contribute (through CCI Illinois Holdings or CCI Texas Holdings) any such cash of up to $25.0 million per exercise of the Cure Right to the capital of Intermediate Holdings (which shall contribute all such cash to the capital either of the U.S. Borrower) Borrowers (collectively, the "Cure Right"), and upon the receipt by U.S. a Borrower of such cash (the "Cure Amount") pursuant to the exercise by Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated EBITDA for the last Fiscal Quarter of such Test Period shall be increased, solely for the purpose of measuring the Financial Performance Covenants for such Test Period and for each of the three subsequent Test Periods in which such Fiscal Quarter is included (and not for any other purpose under this Agreement), by an amount equal to the Cure Amount; and (ii) If, after giving effect to the foregoing recalculations, the U.S. Borrower Borrowers shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Borrower Borrowers shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default Default of the Financial Performance Covenants that which had occurred shall be deemed cured for this all purposes of the this Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 7.0110A, in the event that the U.S. Borrower VHS Holdco I fails to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating compliance with such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c8.01(d), Holdings VHS Holdco I shall have the right to issue Permitted Cure Securities for cash or otherwise receive from the Sponsors (through VHS Holdings LLC) cash contributions to the equity capital of HoldingsVHS Holdco I, and, in each case, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the equity capital of the U.S. Borrower) Borrowers (collectively, the "Cure Right"), and upon the receipt by U.S. Borrower Borrowers of such cash (the "Cure Amount") pursuant to the exercise by Holdings VHS Holdco I of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) Ifif, after giving effect to the foregoing recalculations, the U.S. Borrower VHS Holdco I shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Borrower VHS Holdco I shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 7.018.01, in the event that the U.S. Borrower Holdings fails to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th 15th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c6.04(c), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) Borrower (collectively, the "“Cure Right"”), and upon the receipt by U.S. Borrower of such cash (the "“Cure Amount"”) pursuant to the exercise by Holdings of such Cure Right and request to the Administrative Agent to effect such recalculation, such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) Ifif, after giving effect to the foregoing recalculations, the U.S. Borrower Holdings shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Borrower then Holdings shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for this the purposes of the Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in this Section 7.018, in the event that the U.S. Borrower fails Co-Borrowers fail to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such the Financial Performance Covenant Covenants is required to be delivered for such Fiscal Quarter pursuant to Section 5.04(c6.1(iii) (the “Cure Right Expiration Date”), Holdings (or any direct or indirect parent thereof) shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to (or in the case of any direct or indirect parent of Holdings, receive equity interests in Holdings for its cash contributions to) the capital of HoldingsHoldings (collectively, andthe “Cure Right”), in each case, to contribute any and upon contribution by Holdings of such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) (collectively, the "Cure Right"), and upon the receipt by U.S. Borrower of such cash Co-Borrowers (the "“Cure Amount"”) pursuant to the exercise by Holdings the Co-Borrowers of such Cure Right Right, such Financial Performance Covenant Covenants shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA Consolidated Total Capitalization and Consolidated Tangible Net Worth shall each be increased, solely for the purpose of measuring the such Financial Performance Covenants and not for any all other purpose purposes under this Agreement, by an amount equal to the Cure Amount; and (ii) Ifif, after giving effect to the foregoing recalculations, the U.S. Borrower Co-Borrowers shall then be in compliance with the requirements of all such Financial Performance Covenants, the U.S. Borrower Co-Borrowers shall be deemed to have satisfied the requirements of the such Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the such Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the this Agreement.

Financial Performance Covenants. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the U.S. Borrower Holdings fails to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of Intermediate Holdings (which shall contribute all such cash to the capital of the U.S. Borrower) Parent (collectively, the "“Cure Right"”), and upon the receipt by U.S. Borrower Parent of such cash (the "“Cure Amount"”) pursuant to the exercise by Holdings of such Cure Right and request to the Administrative Agent to effect such recalculation, such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) Ifif, after giving effect to the foregoing recalculations, the U.S. Borrower Holdings shall then be in compliance with the requirements of all Financial Performance Covenants, the U.S. Borrower Holdings shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for this the purposes of the Agreement.