Common use of Cure Right Clause in Contracts

Cure Right. Notwithstanding anything to the contrary contained in this Section 8, in the event that Borrowers fail to comply with the covenant contained in Section 6.12(b) (the “Approved Budget Covenant”) with respect to any calendar month or any two calendar month period, Borrowers shall have the right, within sixty (60) days of the applicable month or two calendar month period to issue additional shares of Qualified Capital Stock in exchange for cash (the “Equity Cure Right”), in an amount equal to (x) two (2) multiplied by (y) the Actual Disbursement Amount less the Maximum Disbursement Amount for such month (the “Cure Amount”). Upon the receipt by Borrowers of the Cure Amount pursuant to the exercise of such Equity Cure Right, such Cure Amount shall be deemed to reduce the Actual Disbursement Amount for the applicable calendar month or two calendar month period and the Approved Budget Covenant shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the foregoing recalculation, Borrowers shall then be in compliance with the requirements of the Approved Budget Covenant, Borrowers shall be deemed to have satisfied the requirements of the Approved Budget 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 the Approved Budget Covenant that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower, Collateral Agent or any Lender for all purposes under the Loan Documents. Upon receipt by the Required Lenders of notice from Borrowers that they intend to exercise the Equity Cure Right with respect to any calendar month or two calendar month period, then so long as no other Event of Default has occurred and is continuing and solely with respect to Borrowers’ exercise of the Equity Cure Right, until the 60th day following the applicable calendar month or two calendar month period to which such notice relates, the Lenders shall not, and shall not direct Collateral Agent to, exercise any remedies pursuant to Section 9 or otherwise solely on the basis of any Event of Default having occurred and being continuing under the Approved Budget Covenant.

Cure Right. Notwithstanding anything to the contrary contained in this Section 8, in the event that Borrowers fail the Issuer fails to comply with the covenant contained in Section 6.12(b) (the “Approved Budget Covenant”) with respect to any calendar month or any two calendar month period, Borrowers the Issuer shall have the right, within sixty (60) days of the applicable month or two calendar month period to issue additional shares of Qualified Capital Stock in exchange for cash (the “Equity Cure Right”), in an amount equal to (x) two (2) multiplied by (y) the Actual Disbursement Amount less the Maximum Disbursement Amount for such month (the “Cure Amount”). Upon the receipt by Borrowers the Issuer of the Cure Amount pursuant to the exercise of such Equity Cure Right, such Cure Amount shall be deemed to reduce the Actual Disbursement Amount for the applicable calendar month or two calendar month period and the Approved Budget Covenant shall be recalculated for all purposes under the Loan Note Documents. If, after giving effect to the foregoing recalculation, Borrowers the Issuer shall then be in compliance with the requirements of the Approved Budget Covenant, Borrowers the Issuer shall be deemed to have satisfied the requirements of the Approved Budget 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 the Approved Budget Covenant that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrowerthe Issuer, Collateral Agent or any Lender Purchaser for all purposes under the Loan Note Documents. Upon receipt by the Required Lenders Purchasers of notice from Borrowers the Issuer that they intend to exercise the Equity Cure Right with respect to any calendar month or two calendar month period, then so long as no other Event of Default has occurred and is continuing and solely with respect to Borrowers’ the Issuer’s exercise of the Equity Cure Right, until the 60th day following the applicable calendar month or two calendar month period to which such notice relates, the Lenders Purchasers shall not, and shall not direct Collateral Agent to, exercise any remedies pursuant to Section 9 or otherwise solely on the basis of any Event of Default having occurred and being continuing under the Approved Budget Covenant.

Cure Right. Notwithstanding anything to the contrary contained in this Section 8, in In the event that Borrowers fail of any Event of Default resulting from the failure to comply with the covenant contained in Section 6.12(b) (the “Approved Budget Covenant”) with respect to any calendar month or any two calendar month period, Borrowers shall have the right, within sixty (60) days Financial Covenant as of the applicable month or two calendar month period to issue additional shares last day of Qualified Capital any Fiscal Month, any net cash proceeds received by the Borrower from any issuance of Stock in exchange for cash (not constituting Disqualified Equity Interests) by the Borrower (any such equity contribution, a “Equity Specified Cure RightContribution”), in an amount equal each case within 15 Business Days after the date on which the Borrower is required to deliver the Compliance Certificate for such Fiscal Month, will, at the request of the Borrower and upon application of such net cash proceeds to prepay the Advances in accordance with Section 2.2(b)(iv), be included in the calculation of Consolidated Adjusted EBITDA solely for the purposes of determining compliance with the Financial Covenant at the end of the applicable Fiscal Month and any subsequent period that includes such Fiscal Month; provided, further, that (xa) two all Specified Cure Contributions will be disregarded for all other purposes hereunder, basket levels, pricing, satisfaction of any conditions to the obligation of any Lender to make any Advances and any other conditions, tests and other items governed by reference to Consolidated Adjusted EBITDA or that include Consolidated Adjusted EBITDA in the determination thereof in any respect or otherwise, (2b) multiplied by there shall be no more than five Specified Cure Contributions made during the term of this Agreement and no Specified Cure Contributions may be made in more than twice during any period of 12 consecutive Fiscal Months, (yc) the Actual Disbursement Amount less aggregate amount of the Maximum Disbursement Amount applicable Specified Cure Contribution shall not exceed the amount necessary to cure the Financial Covenant that is the subject of such Event of Default, (d) the proceeds of all Specified Cure Contributions are actually received by the Borrower in Cash, and (e) the amount of the Advances that are prepaid pursuant to any Specified Cure Contribution shall be excluded for purposes of calculating the Financial Covenant until such month (time that the “Specified Cure Amount”)Contribution ceases to be included in Consolidated Adjusted EBITDA pursuant to this Section 7.2. The Borrower shall provide written notice to the Agent of its intention to cause to be made a Specified Cure Contribution on or prior to the date the financial statements are required to be delivered pursuant to Section 8.1. Upon the Agent’s receipt by Borrowers of a written notice from the Cure Amount Borrower stating that it intends to exercise its cure right pursuant to the exercise provisions of such Equity Cure Right, such Cure Amount shall this Section 7.2 no later than the date on which the Compliance Certificate is required to be deemed to reduce the Actual Disbursement Amount delivered for the applicable calendar month Fiscal Month, then, until the day that is 15 Business Days after such date, neither the Agent nor any Lender shall exercise the right to accelerate the Obligations or two calendar month period terminate the Revolving Loan Commitments and neither the Approved Budget Covenant Agent nor any Lender shall be recalculated for all purposes under exercise any right to foreclose on or take possession of the Loan DocumentsCollateral solely on the basis of an Event of Default having occurred and being continuing due to the failure to comply with the Financial Covenant. If, after giving effect to the foregoing recalculationrecalculations set forth in this Section 7.2, Borrowers the Borrower shall then be in compliance with the requirements of the Approved Budget Financial Covenant, Borrowers the Borrower shall be deemed to have satisfied the requirements of the Approved Budget Financial 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 Approved Budget Financial Covenant that had occurred, the related and all other Defaults or Events of Default and Event of Defaultarising solely as a result thereof, shall be deemed cured without any further action for the purposes of Borrower, Collateral Agent or any Lender for all purposes under the Loan Documents. Upon receipt by the Required Lenders of notice from Borrowers that they intend to exercise the Equity Cure Right with respect to any calendar month or two calendar month period, then so long as no other Event of Default has occurred and is continuing and solely with respect to Borrowers’ exercise of the Equity Cure Right, until the 60th day following the applicable calendar month or two calendar month period to which such notice relates, the Lenders shall not, and shall not direct Collateral Agent to, exercise any remedies pursuant to Section 9 or otherwise solely on the basis of any Event of Default having occurred and being continuing under the Approved Budget Covenantthis Agreement.

Cure Right. (a) Notwithstanding anything to the contrary contained in this Section 811, in the event that Borrowers fail Borrower fails to comply with the covenant covenants contained in Section 6.12(b10.02(a)(i) through (vi) or Section 10.02(b) (such covenants for such applicable periods being the “Approved Budget CovenantSpecified Financial Covenants”) with respect to any calendar month or any two calendar month period), Borrowers Borrower shall have the right, right within sixty 90 (60ninety) days of the applicable month or two end of the respective calendar month period year: (i) to issue additional shares of Qualified Capital Stock 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 one (21) multiplied by (y) the Actual Disbursement Amount Minimum Required Revenue for the respective calendar year with respect to which the Cure Right is being exercised less the Maximum Disbursement Amount for such month Obligors’ annual Revenue (the “Cure Amount”). Upon 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 Borrowers Borrower of the Cure Amount pursuant to the exercise of such Equity Cure Right, such Cure Amount shall be deemed to reduce constitute Revenue of the Actual Disbursement Amount Obligors for purposes of the applicable calendar month or two calendar month period Specified Financial Covenants and the Approved Budget Covenant Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the foregoing recalculation, Borrowers Borrower shall then be in compliance with the requirements of the Approved Budget CovenantSpecified Financial Covenants, Borrowers Borrower shall be deemed to have satisfied the requirements of the Approved Budget Covenant 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 Approved Budget Covenant Specified Financial Covenants that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower, Collateral Agent Borrower or any Lender Lenders for all purposes under the Loan Documents. Upon the Lenders’ receipt by the Required Lenders of a notice from Borrowers Borrower that they intend it intends to exercise the Equity Cure Right with respect to any calendar month Section 10.02(a) or two calendar month period(b) (the “Notice of Intent to Cure”), then then, so long as no other Event of Default has occurred and is continuing then exists and solely with respect to Borrowers’ Borrower’s exercise of the Equity Cure Right and Subordinated Debt Cure Right, until through the 60th 90th day following subsequent to the applicable calendar month or two calendar month period year to which such notice Notice of Intent to Cure relates, neither Administrative Agent nor any Lender shall exercise the Lenders right to accelerate the Loans or terminate the Commitments and neither Administrative Agent nor any Lender shall not, and shall not direct Collateral Agent to, exercise any remedies pursuant right to Section 9 foreclose on or otherwise take possession of the Collateral solely on the basis of any an Event of Default having occurred and being continuing under Section 10.02(a) or (b) in respect of such calendar year; provided that if Borrower fails to raise the Approved Budget CovenantCure Amount on or before the 90th day subsequent to the calendar year to which such Notice of Intent to Cure relates, the applicable breach of the Specified Financial Covenants, the related Default and Event of Default, shall be deemed to have occurred as of the day following the last day of such calendar year and the Default Rate shall be deemed to have been implemented as of such date.