Common use of Holdings’ Right to Cure Clause in Contracts

Holdings’ Right to Cure. Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter of Holdings hereunder, Holdings and the Borrower may engage in a Permitted Equity Issuance and Holdings may apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable fiscal quarter (such fiscal quarter, a “Default Quarter”); provided that such Net Cash Proceeds (i) are actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdings to the Borrower) no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such Default Quarter hereunder, (ii) are applied to prepay the Loans in accordance with Section 2.05(b)(iv), and (iii) do not exceed the aggregate amount necessary to cause Holdings to be in compliance with Section 7.11 for the applicable period (but, for such purpose, not taking into account any repayment of Indebtedness in connection therewith required pursuant to Section 2.05(b)(iv)); provided, further, that the Borrower shall not be permitted to engage in any more than (A) one (1) Permitted Equity Issuance pursuant to this Section 8.04 in any period of four consecutive fiscal quarters or (B) three (3) Permitted Equity Issuances pursuant to this Section 8.04 during the term of this Agreement. The parties hereby acknowledge that this Section 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to Consolidated EBITDA other than for purposes of compliance with Section 7.11 on the last day of a given Test Period. Notwithstanding anything to the contrary set forth herein, no Permitted Equity Issuance shall be effective to cure the applicable Event of Default hereunder unless such Permitted Equity Issuance is also effective to cure, and in fact cures, the comparable “Event of Default” (as defined in the Second Lien Credit Agreement), if any, then existing under the Second Lien Credit Agreement.

Holdings’ Right to Cure. Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter of Holdings hereunder, Holdings and the Borrower may engage in a Permitted Equity Issuance and Holdings may apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable fiscal quarter (such fiscal quarter, a “Default Quarter”); provided that such Net Cash Proceeds (i) are actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdings to the Borrower) no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such Default Quarter hereunder, (ii) are applied to prepay the Loans in accordance with Section 2.05(b)(iv2.03(b)(iv), and (iii) do not exceed the aggregate amount necessary to cause Holdings to be in compliance with Section 7.11 for the applicable period (but, for such purpose, not taking into account any repayment of Indebtedness in connection therewith required pursuant to Section 2.05(b)(iv2.03(b)(iv)); provided, further, that the Borrower shall not be permitted to engage in any more than (A) one (1) Permitted Equity Issuance pursuant to this Section 8.04 in any period of four consecutive fiscal quarters or (B) three (3) Permitted Equity Issuances pursuant to this Section 8.04 during the term of this Agreement. The parties hereby acknowledge that this Section 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to Consolidated EBITDA other than for purposes of compliance with Section 7.11 on the last day of a given Test Period. Notwithstanding anything to the contrary set forth herein, no Permitted Equity Issuance shall be effective to cure the applicable Event of Default hereunder unless such Permitted Equity Issuance is also effective to cure, and in fact cures, the comparable “Event of Default” (as defined in the Second First Lien Credit Agreement), if any, then existing under the Second First Lien Credit Agreement.. 101

Holdings’ Right to Cure. (i) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that the Borrowers fail to comply with the requirements of any Event of Default under any covenant the ABL Fixed Charge Coverage Ratio set forth in Section 7.11 and 6.11 hereof, until the expiration of the tenth (10th) 10th day after subsequent to the date on which financial statements are that the certificate calculating such ABL Fixed Charge Coverage Ratio is required to be delivered with respect 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 applicable fiscal quarter capital of Holdings hereunderHoldings, Holdings and and, in each case, to contribute any such cash to the Borrower may engage in a Permitted Equity Issuance and Holdings may apply the amount capital of the Net Cash Proceeds thereof Company (collectively, the “Cure Right”), and upon the receipt by the Company of such cash (the “Cure Amount”) pursuant to increase Consolidated 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 fiscal quarter (and any four-quarter period that contains such fiscal quarter, a “Default Quarter”); provided that such Net Cash Proceeds (i) are actually received solely for the purpose of measuring the ABL Fixed Charge Coverage Ratio and not for any other purpose under this Agreement, by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdings an amount equal to the Borrower) no later than ten (10) days Cure Amount; and NYDOCS01/1270096.12 Xxxxx – A&R Revolving Credit Agreement If, after giving effect to the date on which financial statements are required to be delivered with respect to such Default Quarter hereunderforegoing pro forma adjustment, (ii) are applied to prepay the Loans in accordance with Section 2.05(b)(iv), and (iii) do not exceed the aggregate amount necessary to cause Holdings to Borrowers shall then be in compliance with the requirements of the ABL Fixed Charge Coverage Ratio set forth in Section 7.11 for 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 period (but, breach or default of such Section 6.11 that had occurred shall be deemed cured for such purpose, not taking into account any repayment of Indebtedness in connection therewith required pursuant to Section 2.05(b)(iv)); provided, further, that the Borrower shall not be permitted to engage in any more than (A) one (1) Permitted Equity Issuance pursuant to this Section 8.04 in any period of four consecutive fiscal quarters or (B) three (3) Permitted Equity Issuances pursuant to this Section 8.04 during the term of this Agreement. The parties hereby acknowledge that this Section 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to Consolidated EBITDA other than for purposes of compliance with Section 7.11 on the last day of a given Test Period. Notwithstanding anything to the contrary set forth herein, no Permitted Equity Issuance shall be effective to cure the applicable Event of Default hereunder unless such Permitted Equity Issuance is also effective to cure, and in fact cures, the comparable “Event of Default” (as defined in the Second Lien Credit Agreement), if any, then existing under the Second Lien Credit Agreement.

Holdings’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or 8.02, in for the event purpose of any determining whether an Event of Default under any the covenant set forth in Section 7.11 and until has occurred, the expiration Borrower may on one or more occasions designate any Specified Equity Contribution made to Holdings (all of the cash proceeds of which shall, on or prior to the tenth (10th) day Business Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter of Holdings Test Period hereunder, Holdings and be advanced to the Borrower may engage in as a Permitted Equity Issuance and Holdings may apply cash contribution to the amount common equity of the Net Cash Proceeds thereof Borrower) as an increase to increase Consolidated EBITDA with respect to such applicable Test Period and each subsequent Test Period that includes the last fiscal quarter (of the Test Period immediately prior to the net cash proceeds from such fiscal quarter, a “Default Quarter”)Specified Equity Contribution being received by the Borrower; provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such Net Cash Proceeds by Holdings net cash proceeds to the Borrower) no later than ten (10) days 10 Business Days after the date on which financial statements are required to be delivered with respect to such Default Quarter hereunder, Test Period hereunder and (ii) are applied to prepay the Loans identified as a Specified Equity Contribution in accordance with Section 2.05(b)(iv), and (iii) do not exceed the aggregate amount necessary to cause Holdings to be in compliance with Section 7.11 for the applicable period (but, for such purpose, not taking into account any repayment a certificate of Indebtedness in connection therewith required pursuant to Section 2.05(b)(iv)); provided, further, that a Responsible Officer of the Borrower shall not be permitted delivered to engage in any more than (A) one (1) Permitted Equity Issuance pursuant to this Section 8.04 in any period of four consecutive fiscal quarters or (B) three (3) Permitted Equity Issuances pursuant to this Section 8.04 during the term of this AgreementAdministrative Agent. The parties hereby acknowledge that this Section 8.04 8.05 may not be relied on for purposes of calculating any financial ratios (or for any other purpose hereunder) other than as applicable to solely for purposes of determining compliance with Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA other referred to in the immediately preceding sentence. (b) (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (ii) no more than for purposes five Specified Equity Contributions may be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in compliance with Section 7.11 on for the last day relevant fiscal quarter, (iv) all Specified Equity Contributions shall be disregarded for the purposes of a given Test Period. Notwithstanding anything determining any pricing, financial ratio-based conditions or availability or any baskets with respect to the contrary covenants contained in this Agreement, (v) the net cash proceeds of any such Specified Equity Contribution shall have been contributed to the Borrower as cash equity and (vi) there shall be no pro forma reduction in Indebtedness or Consolidated Total Net Debt with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 for any fiscal quarter in which such Specified Equity Contribution is included in Consolidated EBITDA. (c) If, after giving effect to the recalculations set forth herein, no Permitted Equity Issuance shall be effective to cure the applicable Event of Default hereunder unless such Permitted Equity Issuance is also effective to cure, and in fact curesSection 8.05(a) above, the comparable “Event of Default” (as defined in the Second Lien Credit Agreement), if any, then existing under the Second Lien Credit Agreement.Borrower 167