Common use of Limitations on Exercise of Cure Right, etc Clause in Contracts

Limitations on Exercise of Cure Right, etc. Notwithstanding anything herein to the contrary, (A) in no event shall the Borrowers be entitled to exercise the Cure Right more than once in any consecutive four Fiscal Quarter period or more than two times during the term of this Agreement; (B) the Cure Amount shall be no greater than the amount which, if added to Consolidated EBITDA, Consolidated EBITDAR, unrestricted cash or Cash Equivalents, as applicable, for the Curable Period, would cause the Borrowers to be in compliance with the Financial Cure Covenants for the relevant determination period ending on the last day of such Curable Period (it being understood and agreed that for purposes of calculating such amount no effect shall be given to any pricing, financial ratio-based conditions or any baskets with respect to covenants under this Agreement on account of receipt of such proceeds) and (C) such proceeds shall not result in any reduction of Indebtedness for purposes of calculating compliance with any of the financial covenants for such Fiscal Quarter. Upon the Administrative Agent’s receipt of an irrevocable notice from Administrative Loan Party that it intends to exercise the Cure Right with respect to the Financial Cure Covenants as of the last day of any Fiscal Quarter (the “Notice of Intent to Cure”), then, until the 10th day subsequent to the date the certificate calculating such Financial Cure Covenants is required to be delivered pursuant to Section 6.1(d) to which such Notice of Intent to Cure relates, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments (except to the extent that, during such period, the Scheduled Revolving Credit Termination Date shall occur, in which case the applicable Revolving Credit Commitments shall terminate) and neither the Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 5.1 or 5.2, as applicable, in respect of the period ending on the last day of such Fiscal Quarter.

Limitations on Exercise of Cure Right, etc. Notwithstanding anything herein to the contrary, (A) in no event shall the Borrowers Borrower be entitled to exercise the Cure Right more than once twice in any consecutive four Fiscal Quarter four-quarter period or more than two four times during the term of this Agreement; Agreement and (B) the Cure Amount shall be no greater than the amount which, if added to Consolidated EBITDA, Consolidated EBITDAR, unrestricted cash or Cash Equivalents, as applicable, EBITDA for the Curable Period, would cause the Borrowers Borrower to be in compliance with the Financial Cure Covenants Condition Covenant for the relevant determination period ending on the last day of such Curable Period (it being understood and agreed that for purposes of calculating such amount no effect in such calculation shall be given to any pricing, financial ratio-based conditions prepayment of Loans with such proceeds or to any baskets with respect to covenants under this Agreement other reduction of Consolidated Total Debt or Consolidated Interest Expense on account of the receipt of such proceeds) and (C) such proceeds shall not ). Notwithstanding anything in this Agreement to the contrary, to the extent a fiscal quarter ended for which the Financial Condition Covenant is initially recalculated as a result of a Cure Right is included in any reduction of Indebtedness for purposes of calculating compliance with any the calculation of the financial covenants Financial Condition Covenant in a subsequent fiscal period, the Cure Amount shall be included in the amount of Consolidated EBITDA for such Fiscal Quarterfiscal quarter when calculating the Financial Condition Covenant for such subsequent fiscal period. Upon the Administrative Agent’s receipt of an irrevocable notice from Administrative Loan Party the Borrower that it intends to exercise the Cure Right with respect to the Financial Cure Covenants Condition Covenant as of the last day of any Fiscal Quarter fiscal quarter (the “Notice of Intent to Cure”), then, until the 10th day Business Day subsequent to the date the certificate calculating such Financial Cure Covenants is financial statements are required to be delivered pursuant to Section 6.1(dSections 6.1(a) or (b), as applicable, to which such Notice of Intent to Cure relates, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments (except to the extent that, during such period, the Scheduled Revolving Credit Termination Date shall occur, in which case the applicable Revolving Credit Commitments shall terminate) and neither the Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 5.1 or 5.2, as applicable, 7.1(a) in respect of the period ending on the last day of such Fiscal Quarterfiscal quarter.

Limitations on Exercise of Cure Right, etc. Notwithstanding anything herein to the contrary, (A) in no event shall the Borrowers Borrower be entitled to exercise the Cure Right more than once twice in any consecutive four Fiscal Quarter quarter period or more than two four times during the term of this Agreement; Agreement and (B) the Cure Amount shall be no greater than the amount which, if added to Consolidated EBITDA, Consolidated EBITDAR, unrestricted cash or Cash Equivalents, as applicable, EBITDA for the Curable Period, would cause the Borrowers Borrower to be in compliance with the Financial Cure Condition Covenants for the relevant determination period ending on the last day of such Curable Period (it being understood and agreed that for purposes of calculating such amount no effect shall be given to any pricing, financial ratio-based conditions prepayment of Loans with such proceeds or to any baskets with respect to covenants under this Agreement other reduction of Consolidated Total Debt or Consolidated Interest Expense on account of the receipt of such proceeds) and (C) such proceeds shall not ). Notwithstanding anything in this Agreement to the contrary, to the extent a fiscal quarter ended for which the Financial Condition Covenants are initially recalculated as a result of a Cure Right is included in any reduction of Indebtedness for purposes of calculating compliance with any the calculation of the financial covenants Financial Condition Covenants in a subsequent fiscal period, the Cure Amount shall be included in the amount of Consolidated EBITDA for such Fiscal Quarterfiscal quarter when calculating the Financial Condition Covenants for such subsequent fiscal period. Upon the Administrative Agent’s receipt of an irrevocable notice from Administrative Loan Party the Borrower that it intends to exercise the Cure Right with respect to the Financial Cure Condition Covenants as of the last day of any Fiscal Quarter fiscal quarter (the “Notice of Intent to Cure”), then, until the 10th day subsequent to the date the certificate calculating such Financial Cure Condition Covenants is required to be delivered pursuant to Section 6.1(d6.2(a) to which such Notice of Intent to Cure relates, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments (except to the extent that, during such period, the Scheduled Revolving Credit Termination Date shall occur, in which case the applicable Revolving Credit Commitments shall terminate) and neither the Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 5.1 or 5.2, as applicable, 7.1 in respect of the period ending on the last day of such Fiscal Quarterfiscal quarter.

Limitations on Exercise of Cure Right, etc. Notwithstanding anything herein to the contrary, (A) in no event shall the Borrowers Borrower be entitled to exercise the Cure Right more than once twice in any consecutive four Fiscal Quarter quarter period or more than two five times during the term of this Agreement; , (B) the Cure Amount shall be no greater than the amount which, if added to Consolidated EBITDA, Consolidated EBITDAR, unrestricted cash or Cash Equivalents, as applicable, EBITDA for the Curable Period, would cause the Borrowers Group Members to be in compliance with the Financial Cure Covenants Condition Covenant for the relevant determination period Test Period ending on the last day of such Curable Period (it being understood and agreed Period; provided that if the Cure Right is exercised prior to the date financial statements are required to be delivered for such Curable Period, then the Cure Amount shall be equal to the amount reasonably determined by the Borrower in good faith that is required for purposes of calculating complying with the Financial Condition Covenant for such amount no effect Test Period, (C) to the extent a fiscal quarter for which the Financial Condition Covenant is initially recalculated as a result of a Cure Right is included in the calculation of the Financial Condition Covenant in a subsequent fiscal period, the Cure Amount shall be given to any pricingincluded in the amount of Consolidated EBITDA for such fiscal quarter when calculating the Financial Condition Covenant for such subsequent fiscal period and (D) there shall be no pro forma or other reduction of Indebtedness by the Cure Amount for purposes of determining compliance with the Financial Condition Covenant for the fiscal quarter in respect of which such Cure Amount was made (other than, financial ratio-based conditions or any baskets with respect to covenants under this Agreement on account any future period, to the extent of receipt any portion of such proceeds) and (C) such proceeds shall not result in any reduction of Indebtedness for purposes of calculating compliance with any of the financial covenants for such Fiscal QuarterCure Amount that is actually applied to repay Indebtedness). Upon the Administrative Agent’s receipt of an irrevocable a notice from Administrative Loan Party the Borrower that it intends to exercise the Cure Right with respect to the Financial Cure Covenants as of the last day of any Fiscal Quarter (the “Notice of Intent to Cure”), then, until the 10th day 15th Business Day subsequent to the date the certificate calculating such Financial Cure Covenants Condition Covenant is required to be delivered pursuant to Section 6.1(d6.2(a) to which such Notice of Intent to Cure relates, neither the Administrative Agent nor the Collateral Agent (nor, in each case, any sub-agent therefor) nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments (except to the extent thatCommitments, during such period, the Scheduled Revolving Credit Termination Date shall occur, in which case the applicable Revolving Credit Commitments shall terminate) and neither the Administrative Agent nor the Collateral Agent (nor, in each case, any sub-agent therefor) nor any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Loan Documents, in each case, solely on the basis of an Event a breach of Default having occurred and being continuing under Section 5.1 or 5.2, as applicable, the Financial Condition Covenant in respect of the period ending on the last day of such Fiscal Quarterfiscal quarter and the ensuing Event of Default having occurred and being continuing under Section 8.1(c)(ii); provided that, without limiting the generality of Section 5.2, after the Administrative Agent’s receipt of a Notice of Intent to Cure, no Revolving Lender or Issuing Lender shall be required to make any Revolving Loan or issue any Letter of Credit hereunder if an Event of Default under Section 8.1(c)(ii) exists solely on the basis of a breach of the Financial Condition Covenant unless and until the Cure Amount is actually received.

Limitations on Exercise of Cure Right, etc. Notwithstanding anything herein to the contrary, (A) in no event shall the Borrowers be entitled to exercise the Cure Right more than once twice in any consecutive four Fiscal Quarter period or more than two three times during the term of this Agreement; (B) the Cure Amount shall be no greater than the amount which, if added to Consolidated EBITDAEBITDA — ABL, Consolidated EBITDAREBITDA — Term Loan, unrestricted cash or Cash Equivalents, as applicable, for the Curable Period, would cause the Borrowers to be in compliance with the Financial Cure Covenants for the relevant determination period ending on the last day of such Curable Period (it being understood and agreed that for purposes of calculating such amount no effect shall be given to any pricing, financial ratio-based conditions or any baskets with respect to covenants under this Agreement on account of receipt of such proceeds) and (C) such proceeds shall not result in any reduction of Indebtedness for purposes of calculating compliance with any of the financial covenants for such Fiscal Quarter. Upon the Administrative Agent’s receipt of an irrevocable notice from Administrative GHLLC that Loan Party that it intends Parties intend to exercise the Cure Right with respect to the Financial Cure Covenants as of the last day of any Fiscal Quarter (the “Notice of Intent to Cure”), then, until the 10th day subsequent to the date the certificate calculating such Financial Cure Covenants is required to be delivered pursuant to Section 6.1(d) to which such Notice of Intent to Cure relates, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments (except to the extent that, during such period, the Scheduled Revolving Credit Termination Date — Tranche A or Scheduled Revolving Credit Termination Date — FILO Tranche shall occur, in which case the applicable Revolving Credit Commitments shall terminate) and neither the Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 5.1 5.1, 5.2, 5.3 or 5.25.4, as applicable, in respect of the period ending on the last day of such Fiscal Quarter.

Limitations on Exercise of Cure Right, etc. Notwithstanding anything herein to the contrary, (A) in no event shall the Borrowers Ultimate Parent be entitled to exercise the Cure Right more than once twice in any consecutive four Fiscal Quarter quarter period or more than two three times during the term of this Agreement; (B) the Cure Amount shall be no greater than the amount which, if added to Consolidated EBITDA, Consolidated EBITDAR, unrestricted cash or Cash Equivalents, as applicable, for the Curable Period, would cause the Borrowers Ultimate Parent to be in compliance with the Financial Cure Covenants for the relevant determination period ending on the last day of such Curable Period (it being understood and agreed that for purposes of calculating such amount no effect shall be given to any pricing, financial ratio-based conditions or any baskets with respect to covenants under this Agreement on account of receipt of such proceeds) and (C) such proceeds shall not result in any reduction of Indebtedness for purposes of calculating compliance with any of the financial covenants for such Fiscal Quarterfiscal quarter and for applicable subsequent periods which include such fiscal quarter. Upon the Administrative Agent’s receipt of an irrevocable notice from Administrative Loan Party the Borrower that it Ultimate Parent intends to exercise the Cure Right with respect to the Financial Cure Covenants as of the last day of any Fiscal Quarter fiscal quarter (the “Notice of Intent to Cure”), then, until the 10th day subsequent to the date the certificate calculating such Financial Cure Covenants is required to be delivered pursuant to Section 6.1(d5.1(c) to which such Notice of Intent to Cure relates, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments (except to the extent that, during such period, the Scheduled Revolving Credit Termination Date shall occur, in which case the applicable Revolving Credit Commitments shall terminate) and neither the Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 5.1 7.13, Section 7.14 or 5.2Section 7.15, as applicable, in respect of the period ending on the last day of such Fiscal Quarterfiscal quarter.

Limitations on Exercise of Cure Right, etc. Notwithstanding anything herein to the contrary, (A) in no event shall the Borrowers Borrower be entitled to exercise the Cure Right more than once twice in any consecutive four Fiscal Quarter four-quarter period or more than two five times during the term of this Agreement; Agreement and (B) the Cure Amount shall be no greater than the amount which, if added to Consolidated EBITDA, Consolidated EBITDAR, unrestricted cash or Cash Equivalents, as applicable, EBITDA for the Curable Period, would cause the Borrowers Borrower to be in compliance with the Financial Cure Covenants Condition Covenant for the relevant determination period ending on the last day of such Curable Period (it being understood and agreed that for purposes of calculating such amount no effect in such calculation shall be given to any pricing, financial ratio-based conditions prepayment of Loans with such proceeds or to any baskets with respect to covenants under this Agreement other reduction of Consolidated Total Debt or Consolidated Interest Expense on account of the receipt of such proceeds) and proceeds (C) for such proceeds shall not period or the next three quarterly periods)). Notwithstanding anything in this Agreement to the contrary, to the extent a fiscal quarter ended for which the Financial Condition Covenant is initially recalculated as a result of a Cure Right is included in any reduction of Indebtedness for purposes of calculating compliance with any the calculation of the financial covenants Financial Condition Covenant in a subsequent fiscal period, the Cure Amount shall be included in the amount of Consolidated EBITDA for such Fiscal Quarterfiscal quarter when calculating the Financial Condition Covenant for such subsequent fiscal period. Upon the Administrative Agent’s receipt of an irrevocable notice from Administrative Loan Party the Borrower that it intends to exercise the Cure Right with respect to the Financial Cure Covenants Condition Covenant as of the last day of any Fiscal Quarter fiscal quarter (the “Notice of Intent to Cure”), then, until the 10th day Business Day subsequent to the date the certificate calculating such Financial Cure Covenants is financial statements are required to be delivered pursuant to Section 6.1(dSections 6.1(a) or (b), as applicable, to which such Notice of Intent to Cure relates, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments (except to the extent that, during such period, the Scheduled Revolving Credit Termination Date shall occur, in which case the applicable Revolving Credit Commitments shall terminate) and neither the Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 5.1 or 5.2, as applicable, 7.1(a) in respect of the period ending on the last day of such Fiscal Quarterfiscal quarter.

Limitations on Exercise of Cure Right, etc. Notwithstanding anything herein to the contrary, (A) in no event shall the Borrowers Borrower be entitled to exercise the Cure Right more than once twice in any consecutive four Fiscal Quarter quarter period or more than two five times during the term of this Agreement; , (B) the Cure Amount shall be no greater than the amount which, if added to Consolidated EBITDA, Consolidated EBITDAR, unrestricted cash or Cash Equivalents, as applicable, EBITDA for the Curable Period, would cause the Borrowers Group Members to be in compliance with the Financial Cure Covenants Condition Covenant for the relevant determination period Test Period ending on the last day of such Curable Period (it being understood and agreed Period; provided, that if the Cure Right is exercised prior to the date financial statements are required to be delivered for such Curable Period, then the Cure Amount shall be equal to the amount reasonably determined by the Borrower in good faith that is required for purposes of calculating complying with the Financial Condition Covenant for such Test Period (the “Estimated Cure Amount”); provided, further, that at such time as the financial statements required to be delivered for such Curable Period are delivered in accordance with this Agreement, if the Estimated Cure Amount is less than the Cure Amount as would have been calculated in accordance with Section 7.1(b)(i) had the Cure Right been exercised on or after the date financial statements were required to be delivered, the Borrower shall issue Permitted Cure Securities for cash or otherwise receive cash contributions in respect of Permitted Cure Securities in an amount no effect equal to the difference between the Cure Amount and the Estimated Cure Amount in order for the Cure Right to be properly exercised, (C) to the extent a fiscal quarter for which the Financial Condition Covenant is initially recalculated as a result of a Cure Right is included in the calculation of the Financial Condition Covenant in a subsequent fiscal period, the Cure Amount shall be given to any pricingincluded in the amount of Consolidated EBITDA for such fiscal quarter when calculating the Financial Condition Covenant for such subsequent fiscal period and (D) there shall be no pro forma or other reduction of Indebtedness by the Cure Amount for purposes of determining compliance with the Financial Condition Covenant for the fiscal quarter in respect of which such Cure Amount was made (other than, financial ratio-based conditions or any baskets with respect to covenants under this Agreement on account any future period, to the extent of receipt any portion of such proceeds) and (C) such proceeds shall not result in any reduction of Indebtedness for purposes of calculating compliance with any of the financial covenants for such Fiscal QuarterCure Amount that is actually applied to repay Indebtedness). Upon the Administrative Agent’s receipt of an irrevocable a notice from Administrative Loan Party the Borrower that it intends to exercise the Cure Right with respect to the Financial Cure Covenants as of the last day of any Fiscal Quarter (the “Notice of Intent to Cure”), then, until the 10th day Business Day subsequent to the date the certificate calculating such Financial Cure Covenants Condition Covenant is required to be delivered pursuant to Section 6.1(d6.2(a) to which such Notice of Intent to Cure relates, neither the Administrative Agent nor the Collateral Agent (nor, in each case, any sub-agent therefor) nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments (except to the extent thatCommitments, during such period, the Scheduled Revolving Credit Termination Date shall occur, in which case the applicable Revolving Credit Commitments shall terminate) and neither the Administrative Agent nor the Collateral Agent (nor, in each case, any sub-agent therefor) nor any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Loan Documents, in each case, solely on the basis of an Event a breach of Default having occurred and being continuing under Section 5.1 or 5.2, as applicable, the Financial Condition Covenant in respect of the period ending on the last day of such Fiscal Quarterfiscal quarter and the ensuing Event of Default having occurred and being continuing under Section 8.1(c)(ii); provided, that without limiting the generality of Section 5.2, after the Administrative Agent’s receipt of a Notice of Intent to Cure, no Revolving Lender or Issuing Lender shall be required to make any Revolving Loan or issue, amend, renew or extend any Letter of Credit (other than any amendment, modification, renewal or extension of a Letter of Credit which does not increase the face amount thereof) any Letter of Credit hereunder if an Event of Default under Section 8.1(c)(ii) exists solely on the basis of a breach of the Financial Condition Covenant unless and until the Cure Amount is actually received.

Limitations on Exercise of Cure Right, etc. Notwithstanding anything herein to the contrary, (A) in no event shall the Borrowers be entitled to exercise the Cure Right more than once twice in any consecutive four Fiscal Quarter quarter period or more than two three times during the term of this Agreement; (B) the Cure Amount shall be no greater than the amount which, if added to Consolidated EBITDA, Consolidated EBITDAR, unrestricted cash or Cash Equivalents, as applicable, for the Curable Period, would cause the Borrowers to be in compliance with the Financial Cure Covenants for the relevant determination period ending on the last day of such Curable Period (it being understood and agreed that for purposes of calculating such amount no effect shall be given to any pricing, financial ratio-based conditions or any baskets with respect to covenants under this Agreement on account of receipt of such proceeds) and (C) such proceeds shall not result in any reduction of Indebtedness for purposes of calculating compliance with any of the financial covenants for such Fiscal Quarterfiscal quarter and for applicable subsequent periods which include such fiscal quarter. Upon the Administrative Agent’s receipt of an irrevocable notice from Administrative Loan Party the Borrower Agent that it intends to exercise the Cure Right with respect to the Financial Cure Covenants as of the last day of any Fiscal Quarter fiscal quarter (the “Notice of Intent to Cure”), then, until the 10th day subsequent to the date the certificate calculating such Financial Cure Covenants is required to be delivered pursuant to Section 6.1(d5.1(c) to which such Notice of Intent to Cure relates, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments (except to the extent that, during such period, the Scheduled Revolving Credit Termination Date shall occur, in which case the applicable Revolving Credit Commitments shall terminate) and neither the Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 5.1 7.13, Section 7.14 or 5.2Section 7.15, as applicable, in respect of the period ending on the last day of such Fiscal Quarterfiscal quarter.