Common use of Holdings’ Right to Cure Clause in Contracts

Holdings’ Right to Cure. (i) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrowers fail to comply with the requirements of the ABL Fixed Charge Coverage Ratio set forth in Section 6.11 hereof, until the expiration of the 10th day subsequent to the date that the certificate calculating such ABL Fixed Charge Coverage Ratio 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 the Company (collectively, the “Cure Right”), and upon the receipt by the Company of such cash (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right, such ABL Fixed Charge Coverage Ratio shall be recalculated giving effect to the following pro forma adjustment: EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the ABL Fixed Charge Coverage Ratio and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and NYDOCS01/1270096.12 Xxxxx – A&R Revolving Credit Agreement If, after giving effect to the foregoing pro forma adjustment, the Borrowers shall then be in compliance with the requirements of the ABL Fixed Charge Coverage Ratio set forth in Section 6.11 hereof, the Borrowers shall be deemed to have satisfied the requirements of such Section 6.11 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 such Section 6.11 that had occurred shall be deemed cured for this purposes of the Agreement.

Holdings’ Right to Cure. (ia) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrowers fail Holdings fails to comply with the requirements of the ABL Fixed Charge Coverage Ratio set forth in Section 6.11 hereofany Financial Performance Covenant, until the expiration of the 10th day subsequent to the date that the certificate calculating such ABL Fixed Charge Coverage Ratio 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 the Company Borrower (collectively, the “Cure Right”), and upon the receipt by the Company Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right, Right such ABL Fixed Charge Coverage Ratio Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: adjustments: (i) EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose of measuring the ABL Fixed Charge Coverage Ratio Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and NYDOCS01/1270096.12 Xxxxx – A&R Revolving Credit Agreement and (ii) If, after giving effect to the foregoing pro forma adjustmentrecalculations, the Borrowers Holdings shall then be in compliance with the requirements of the ABL Fixed Charge Coverage Ratio set forth in Section 6.11 hereofall Financial Performance Covenants, the Borrowers Holdings shall be deemed to have satisfied the requirements of such Section 6.11 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 such Section 6.11 the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the Agreement. (b) Notwithstanding anything herein to the contrary, (a) in each four-fiscal-quarter period there shall be at least one fiscal quarter in which the Cure Right is not exercised, (b) in each eight-fiscal-quarter period, there shall be a period of at least four consecutive fiscal quarters during which the Cure Right is not exercised and (c) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenants.

Holdings’ Right to Cure. (ia) FINANCIAL PERFORMANCE COVENANTS. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrowers fail Holdings fails to comply with the requirements of the ABL Fixed Charge Coverage Ratio set forth in Section 6.11 hereofany Financial Performance Covenant, until the expiration of the 10th day subsequent to the date that the certificate calculating such ABL Fixed Charge Coverage Ratio 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 the Company Term Borrower (collectively, the “Cure Right”"CURE RIGHT"), and upon the receipt by the Company Term Borrower of such cash (the “Cure Amount”"CURE AMOUNT") pursuant to the exercise by Holdings of such Cure RightRight and request to the Administrative Agent to effect such recalculation, such ABL Fixed Charge Coverage Ratio Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: PRO FORMA adjustments: (i) EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose of measuring the ABL Fixed Charge Coverage Ratio Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and NYDOCS01/1270096.12 Xxxxx – A&R Revolving Credit Agreement Ifand (ii) if, after giving effect to the foregoing pro forma adjustmentrecalculations, the Borrowers Holdings shall then be in compliance with the requirements of the ABL Fixed Charge Coverage Ratio set forth in Section 6.11 hereofall Financial Performance Covenants, the Borrowers Holdings shall be deemed to have satisfied the requirements of such Section 6.11 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 -133- of such Section 6.11 the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the Agreement.

Holdings’ Right to Cure. (ia) FINANCIAL PERFORMANCE COVENANTS. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrowers fail Holdings fails to comply with the requirements of the ABL Fixed Charge Coverage Ratio set forth in Section 6.11 hereofany Financial Performance Covenant, until the expiration of the 10th day subsequent to the date that the certificate calculating such ABL Fixed Charge Coverage Ratio 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 the Company Borrower (collectively, the “Cure Right”"CURE RIGHT"), and upon the receipt by the Company Borrower of such cash (the “Cure Amount”"CURE AMOUNT") pursuant to the exercise by Holdings of such Cure RightRight and request to the Administrative Agent to effect such recalculation, such ABL Fixed Charge Coverage Ratio Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: PRO FORMA adjustments: (i) CA EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose of measuring the ABL Fixed Charge Coverage Ratio Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and NYDOCS01/1270096.12 Xxxxx – A&R Revolving Credit Agreement Ifand (ii) if, after giving effect to the foregoing pro forma adjustmentrecalculations, the Borrowers Holdings shall then be in compliance with the requirements of the ABL Fixed Charge Coverage Ratio set forth in Section 6.11 hereofall Financial Performance Covenants, the Borrowers Holdings shall be deemed to have satisfied the requirements of such Section 6.11 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 such Section 6.11 the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the Agreement.

Holdings’ Right to Cure. (ixxxii) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrowers fail Borrower fails to comply with the requirements of the ABL Fixed Charge Coverage Ratio set forth in Section 6.11 hereofFinancial Performance Covenant, until the expiration of the 10th day subsequent to the date that the certificate calculating such ABL Fixed Charge Coverage Ratio 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 the Company Borrower (collectively, the “Cure Right”), and upon the receipt by the Company Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right, Right such ABL Fixed Charge Coverage Ratio Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: : (i) EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the ABL Fixed Charge Coverage Ratio Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and NYDOCS01/1270096.12 Xxxxx – A&R Revolving Credit Agreement and (ii) If, after giving effect to the foregoing pro forma adjustment, the Borrowers Borrower shall then be in compliance with the requirements of the ABL Fixed Charge Coverage Ratio set forth in Section 6.11 hereofFinancial Performance Covenant, the Borrowers Borrower shall be deemed to have satisfied the requirements of such Section 6.11 the Financial Performance 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 such Section 6.11 the Financial Performance Covenant that had occurred shall be deemed cured for this purposes of the Agreement.