Common use of Cure Right Clause in Contracts

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11, in the event that the Borrower fails to comply with any of the covenants contained in Section 10.02 (such covenants for such applicable periods being the “Specified Financial Covenants”), Borrower shall have the right, prior to the twelfth Payment Date, within 90 (ninety) days of the end of the respective fiscal year: (i) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity Cure Right, the “Cure Right”), in an amount equal to (x) two (2) multiplied by (y) the Minimum Required Revenue less Borrower’s annual Revenue (the “Cure Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the foregoing recalculation, Borrower shall then be in compliance with the requirements of the Specified Financial Covenants, Borrower shall be deemed to have satisfied the requirements of the Specified Financial 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 of the Specified Financial Covenants that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11, in the event that the Borrower fails to comply with any of the covenants contained in Section 10.02 10.02(a) through (c) (such covenants for such applicable periods being the “Specified Financial Covenants”), Borrower shall have the rightright at any time in the twelve (12) months prior to, prior to the twelfth Payment Date, or within 90 (ninety) days of of, the end of the respective fiscal calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity Cure Right, the “Cure Right”), in an amount equal to (x) two (2) multiplied by (y) the Minimum Required Revenue less Borrower’s annual Revenue or up to the remaining available amount of Permitted Subordinated Debt permitted under Section 9.01(k) (the “Cure Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the foregoing recalculation, Borrower shall then be in compliance with the requirements of the Specified Financial Covenants, Borrower shall be deemed to have satisfied the requirements of the Specified Financial 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 of the Specified Financial Covenants that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents.

Cure Right. If, within thirty (a30) Notwithstanding anything calendar days after delivery of an officer’s certificate delivered pursuant to the contrary contained in Section 11, in the event that the Borrower fails to comply with any of the covenants contained in Section 10.02 (such covenants for such applicable periods being the “Specified Financial Covenants”7.2(a), Borrower shall have the right, prior to the twelfth Payment Date, within 90 (ninety) days of the end of the respective fiscal year: which certificate demonstrates (i) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”), or a Financial Covenant Default and (ii) a Consolidated Asset Coverage Ratio not less than 1.35:1.00, the Company may present the holders of the Notes with a reasonably feasible plan for the Company to borrow Permitted Cure Debt offer or sell Equity Interests or raise Indebtedness of the Company or any of its subsidiaries (the “Subordinated Debt Cure Right” and, collectively with the Equity Cure Right, the “Cure Right”), in an amount equal to (x) two (2) multiplied by (y) the Minimum Required Revenue less Borrower’s annual Revenue (the “Cure Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Borrower proceeds of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount which shall be deemed received immediately prior to constitute Revenue of Borrower for purposes such default and used immediately prior to such default as specified in such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the end of the Specified Financial Covenants and applicable quarter or fiscal year to which such officer’s certificate relates, then, once such plan is submitted, the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the foregoing recalculation, Borrower shall then be in compliance with the requirements of the Specified Financial Covenants, Borrower Company shall be deemed to have satisfied complied with the requirements of the Specified relevant covenant under Section 10.7 that gave rise to such Financial Covenants Covenant Default as of the relevant date of determination and each subsequent fiscal quarter within such one hundred twenty (120) day period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach of the Specified Financial Covenants Covenant Default that had occurred, the related Default and Event of Default, occurred shall be deemed cured without for each subsequent fiscal quarter for the purposes of this Agreement; provided, that if the transaction specified in such plan is not consummated within such 120-day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and (ii) the Cure Right shall not be exercised in any further action two (2) consecutive fiscal quarters (which, for the avoidance of Borrower doubt, shall not include any subsequent fiscal quarter within any applicable 120-day period). The holders of the Notes agree that from and after their receipt of notice from the Company of its intent to exercise the Cure Right in respect of any Financial Covenant Default in accordance with this Section 10.7(d), no holder of the Notes shall accelerate its Notes or Lenders exercise any of its rights or remedies pursuant to Section 12 solely on the basis of the occurrence and continuance of such Financial Covenant Default during the period from the date of delivery of such notice and until the date that is one hundred twenty (120) calendar days after the expiration of the end of the applicable quarter or fiscal year to which such officer’s certificate relates; provided, that, for all purposes under the Loan Documents.avoidance of doubt and notwithstanding anything herein to the contrary, interest on any unpaid balance on the Notes and on any overdue payment of any Make-Whole Amount shall accrue at a rate per annum equal to the Default Rate until such Financial Covenant Default shall have been cured or waived. Lafayette Square USA, Inc. Note Purchase Agreement

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11, in the event that the Borrower fails to comply with any of the covenants contained in Section 10.02 10.02(a) through (f) (such covenants for such applicable periods being the “Specified Financial Covenants”), Borrower shall have the right, prior to the twelfth Payment Date, right within 90 (ninety) days of the end of the respective fiscal calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity Cure Right, the “Cure Right”), in an amount equal to (x) two (2) multiplied by (y) the Minimum Required Revenue less Borrower’s annual Revenue (the “Cure Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the foregoing recalculation, Borrower shall then be in compliance with the requirements of the Specified Financial Covenants, Borrower shall be deemed to have satisfied the requirements of the Specified Financial 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 of the Specified Financial Covenants that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 1111 , in the event that the Borrower fails to comply with any of the covenants contained in Section 10.02 10.02(a) through (e) (such covenants for such applicable periods being the ““ Specified Financial CovenantsCovenants ”), Borrower shall have the right, prior to the twelfth Payment Date, right within 90 (ninety) [***] days of the end of the respective fiscal year: calendar year to apply cash on hand (iother than cash proceeds from the Loans or any Permitted Priority Debt) to issue or proceeds from the issuance of additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”other than Disqualified Equity), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” andor any licensing, collectively with the Equity Cure Rightcorporate collaboration, the “Cure Right”), development or similar transactions in an amount equal to (x) two (2) multiplied by (y) the Minimum Required Revenue less Borrower’s annual Revenue (the “Cure Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Borrower of the “ Cure Amount ”) to prepay the Loans (including any fees payable pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan DocumentsFee Letter but not including any Prepayment Premium) in accordance with Section 3.03(a) . If, after giving effect to the foregoing recalculationprepayment, Borrower shall then be in compliance with the requirements of the Specified Financial Covenants, Borrower shall be deemed to have satisfied the requirements of the Specified Financial 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 of the Specified Financial Covenants that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents. For the avoidance of doubt, Borrower shall comply with Section 10.01 at all times and this Section 10.03 shall apply only to the Specified Financial Covenants. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11, in the event that the Borrower fails to comply with any of the covenants contained in Section 10.02 10.02(a) through (e) (such covenants for such applicable periods being the “Specified Financial Covenants”), Borrower shall have the right, prior to the twelfth Payment Date, right within 90 (ninety) [***] days of the end of the respective fiscal year: calendar year to apply cash on hand (iother than cash proceeds from the Loans or any Permitted Priority Debt) to issue or proceeds from the issuance of additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”other than Disqualified Equity), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” andor any licensing, collectively with the Equity Cure Rightcorporate collaboration, the “Cure Right”), development or similar transactions in an amount equal to (x) two (2) multiplied by (y) the Minimum Required Revenue less Borrower’s annual Revenue (the “Cure Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt ) to prepay the Loans (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount including any fees payable pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan DocumentsFee Letter but not including any Prepayment Premium) in accordance with Section 3.03(a). If, after giving effect to the foregoing recalculationprepayment, Borrower shall then be in compliance with the requirements of the Specified Financial Covenants, Borrower shall be deemed to have satisfied the requirements of the Specified Financial 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 of the Specified Financial Covenants that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents. For the avoidance of doubt, Borrower shall comply with Section 10.01 at all times and this Section 10.03 shall apply only to the Specified Financial Covenants. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11, in the event that the Borrower fails to comply with any of the covenants contained in Section 10.02 10.02(a) through (f) (such covenants for such applicable periods being the “Specified Financial Covenants”), Borrower shall have the right, prior to the twelfth Payment Date, right within 90 (ninety) days of the end of the respective fiscal calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”), oror 3 [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity Cure Right, the “Cure Right”), in an amount equal to (x) two (2) multiplied by (y) the Minimum Required Revenue less Borrower’s annual Revenue (the “Cure Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the foregoing recalculation, Borrower shall then be in compliance with the requirements of the Specified Financial Covenants, Borrower shall be deemed to have satisfied the requirements of the Specified Financial 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 of the Specified Financial Covenants that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11, in the event that the Borrower fails to comply with any of the covenants contained in Section 10.02 10.02(a) through (d) (such covenants for such applicable periods being the “Specified Financial Covenants”), Borrower shall have the right, prior to the twelfth Payment Date, right within 90 (ninety) days of the end of the respective fiscal calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity Cure Right, the “Cure Right”), in an amount (the “Cure Amount ”) equal to (x) two (2) multiplied by (y) the difference between the Minimum Required Revenue less Borrower’s annual Revenue (the “Cure Amount”)Revenue. The cash therefrom Cure Amount immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the foregoing recalculation, Borrower shall then be in compliance with the requirements of the Specified Financial Covenants, Borrower shall be deemed to have satisfied the requirements of the Specified Financial 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 of the Specified Financial Covenants that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11this Article VIII, in the event that the Borrower fails (or, but for the operation of this paragraph, would fail) to comply with any the requirements of Financial Covenant, from the last day of the covenants contained in Section 10.02 (such covenants applicable fiscal quarter until the expiration of the 15th Business Day subsequent to the date the Compliance Certificate for such applicable periods being fiscal quarter calculating such Financial Covenant is required to be delivered pursuant to Section 6.02(b) (the “Specified Financial CovenantsCure Period”), the Borrower shall have the right, prior to the twelfth Payment Date, within 90 (ninety) days of the end of the respective fiscal year: (i) right to issue Permitted Cure Securities (including for the avoidance of doubt additional shares of Equity Interests in exchange Series D Preferred Stock) for cash (the “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity Cure Right, the “Cure Right”), in an amount equal to (x) two (2) multiplied and upon the receipt by (y) the Minimum Required Revenue less Borrower’s annual Revenue Borrower of such cash (the “Cure Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four-quarter period that contains such fiscal quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of this Agreement, (iii) for purposes of this Article VIII, the Cure Amount shall be deemed to constitute Revenue of Borrower not be given effect in an amount greater than the amount required for purposes of complying with the Specified Financial Covenants Covenant, and the Specified Financial Covenants (iv) there shall be recalculated no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for all purposes under determining compliance with the Loan DocumentsFinancial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash and Cash Equivalents) (other than, to the extent such Cure Amount is actually utilized as a prepayment, such reduction in Indebtedness will be taken into account in the fiscal periods ending after such fiscal quarter). If, after giving effect to the foregoing recalculationadjustments in this paragraph, the Borrower shall then be in compliance with the requirements of the Specified Financial CovenantsCovenant, the Borrower shall be deemed to have satisfied the requirements of the Specified Financial 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 of or Default with respect to the Specified Financial Covenants Covenant that had occurred, the related Default and Event of Default, would have occurred but for this paragraph shall be deemed cured for the purposes of this Agreement. During the Cure Period set forth in this Section 8.04, upon receipt by the Administrative Agent of written notice from the Borrower that it intends to exercise its Cure Right pursuant to this Section 8.04 for such period, any resultant Event of Default or potential Event of Default that arises solely as a result of non-compliance with Section 7.14 shall be deemed retroactively to have not occurred, and the Lenders shall not be permitted to accelerate the Loans or any other Obligations held by them and the Administrative Agent and the Lenders shall not be permitted to exercise remedies against the Collateral, in each case to the extent such acceleration or such exercise of remedies is based solely on a failure to comply with the requirements of Section 7.14 for such period, unless and until such Cure Period shall have passed without any further action the Borrower exercising its Cure Right for such fiscal period prior to the expiration of Borrower or Lenders for all purposes under the Loan Documentssuch Cure Period.