any Letter
of Credit that may be terminated in accordance with its terms; and/or
(iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of
such notice, or upon the occurrence of an Event of Default specified in
Section 11.5 with respect to the Borrower or any Specified Subsidiary, it will
pay) to the Administrative Agent at the Administrative Agent's Office such
additional amounts of cash, to be held as security for the Borrower's
reimbursement obligations for Drawings that may subsequently occur thereunder,
equal to the aggregate Stated Amount of all Letters of Credit issued and then
outstanding.
11.12
BORROWER'S RIGHT TO CURE FINANCIAL PERFORMANCE COVENANTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 11, IN THE
EVENT THAT THE BORROWER FAILS TO COMPLY WITH THE REQUIREMENTS OF ANY FINANCIAL
PERFORMANCE COVENANT, UNTIL THE EXPIRATION OF THE 10TH DAY SUBSEQUENT TO THE
DATE THE CERTIFICATE CALCULATING SUCH FINANCIAL PERFORMANCE COVENANT IS REQUIRED
TO BE DELIVERED PURSUANT TO SECTION 9.1(D), HOLDINGS OR THE BORROWER SHALL HAVE
THE RIGHT TO ISSUE PERMITTED CURE SECURITIES FOR CASH OR OTHERWISE RECEIVE CASH
CONTRIBUTIONS TO THE CAPITAL OF HOLDINGS OR THE BORROWER (COLLECTIVELY, THE
"CURE RIGHT"), AND UPON THE RECEIPT BY THE BORROWER OF SUCH CASH (THE "CURE
AMOUNT") PURSUANT TO THE EXERCISE BY THE BORROWER OF SUCH CURE RIGHT SUCH
FINANCIAL PERFORMANCE COVENANT SHALL BE RECALCULATED GIVING EFFECT TO THE
FOLLOWING PRO FORMA ADJUSTMENTS:
(I)
CONSOLIDATED EBITDA SHALL BE INCREASED, SOLELY FOR THE PURPOSE OF
MEASURING THE FINANCIAL PERFORMANCE COVENANTS AND NOT FOR ANY OTHER PURPOSE
UNDER THIS AGREEMENT, BY AN AMOUNT EQUAL TO THE CURE AMOUNT; AND
(II)
IF, AFTER GIVING EFFECT TO THE FOREGOING RECALCULATIONS, THE
BORROWER SHALL THEN BE IN COMPLIANCE WITH THE REQUIREMENTS OF ALL FINANCIAL
PERFORMANCE COVENANTS, THE BORROWER SHALL BE DEEMED TO HAVE SATISFIED THE
REQUIREMENTS OF 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 THE FINANCIAL
PERFORMANCE COVENANTS THAT HAD OCCURRED SHALL BE DEEMED CURED FOR THIS PURPOSES
OF THIS AGREEMENT.
(B)
LIMITATION ON EXERCISE OF CURE RIGHT.
NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, (A) IN EACH FOUR FISCAL-QUARTER PERIOD THERE SHALL BE AT
LEAST TWO CONSECUTIVE FISCAL QUARTERS DURING WHICH THE CURE RIGHT IS NOT
EXERCISED AND (B) THE CURE AMOUNT SHALL BE NO GREATER THAN THE AMOUNT REQUIRED
FOR PURPOSES OF COMPLYING WITH THE FINANCIAL PERFORMANCE COVENANTS.
106
SECTION 12.
The Administrative Agent
12.1
Appointment Each Lender hereby irrevocably designates and appoints
the Administrative Agent as the agent of such Lender under this Agreement and
the other Credit Documents, and each such Lender irrevocably authorizes the
Administrative Agent, in such capacity, to take such action on its behalf under
the provisions of this Agreement and the other Credit Documents and to exercise
such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement and