outstanding, together
with accrued interest thereon and any unpaid accrued Fees and all other
liabilities of the Borrowers accrued hereunder and under any other Loan
Document, shall automatically become due and payable and the Administrative
Agent shall be deemed to have made a demand for cash collateral to the full
extent permitted under Section 2.05(j), without presentment, demand, protest
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or any other notice of any kind, all of which are hereby expressly waived by the
Borrowers, anything contained herein or in any other Loan Document to the
contrary notwithstanding.
SECTION 7.02.
Exclusion of Immaterial Subsidiaries.
Solely for the purposes
of determining whether an Event of Default has occurred under clause (h), (i) or
(j) of Section 7.01, any reference in any such clause to any Subsidiary shall be
deemed not to include any Immaterial Subsidiary affected by any event or
circumstance referred to in any such clause.
SECTION 7.03.
RIGHT TO CURE(A)
.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN SECTION 7.01, IN THE EVENT THAT THE BORROWERS FAIL (OR,
BUT FOR THE OPERATION OF THIS SECTION 7.03, WOULD FAIL) TO COMPLY WITH THE
REQUIREMENTS OF THE 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 5.04(C),
(A)
BORROWERS, HOLDINGS AND ANY OF THEIR RESPECTIVE SUBSIDIARIES SHALL
HAVE THE RIGHT TO ISSUE JUNIOR CAPITAL FOR CASH OR OTHERWISE RECEIVE CASH
CONTRIBUTIONS TO THE CAPITAL OF SUCH ENTITIES, AND, IN EACH CASE, TO DIRECTLY OR
INDIRECTLY APPLY SUCH PROCEEDS (THE "REVOLVING FACILITY REDUCTION AMOUNT") TO
REDUCE THE AGGREGATE PRINCIPAL AMOUNT OF REVOLVING FACILITY LOANS OUTSTANDING
UNDER THE REVOLVING FACILITY TO $0 AND CASH COLLATERALIZE ALL OUTSTANDING
LETTERS OF CREDIT IN THE MANNER SET FORTH IN SECTION 2.05(J), AND UPON THE
APPLICATION OF SUCH PROCEEDS AND THE CASH COLLATERALIZATION OF SUCH LETTERS OF
CREDIT, THE BORROWERS SHALL BE DEEMED TO HAVE SATISFIED THE REQUIREMENTS OF THE
FINANCIAL PERFORMANCE 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 FINANCIAL PERFORMANCE COVENANT
THAT HAD OCCURRED SHALL BE DEEMED CURED FOR THIS PURPOSES OF THE AGREEMENT; AND
(B)
HOLDINGS SHALL HAVE THE RIGHT TO ISSUE PERMITTED CURE SECURITIES
FOR CASH OR OTHERWISE RECEIVE CASH CONTRIBUTIONS TO THE CAPITAL OF HOLDINGS,
AND, IN EACH CASE, TO CONTRIBUTE ANY SUCH CASH TO THE CAPITAL OF THE BORROWERS
(COLLECTIVELY, THE "CURE RIGHT"), AND UPON THE RECEIPT BY THE BORROWERS OF SUCH
CASH (THE "CURE AMOUNT") PURSUANT TO THE EXERCISE BY HOLDINGS OF SUCH CURE RIGHT
SUCH FINANCIAL PERFORMANCE COVENANT SHALL BE RECALCULATED GIVING EFFECT TO A PRO
FORMA ADJUSTMENT BY WHICH EBITDA SHALL BE INCREASED WITH RESPECT TO SUCH
APPLICABLE QUARTER AND ANY FOUR-QUARTER PERIOD THAT CONTAINS SUCH QUARTER,
SOLELY FOR THE PURPOSE OF MEASURING THE FINANCIAL PERFORMANCE COVENANT AND NOT
FOR ANY OTHER PURPOSE UNDER THIS AGREEMENT, BY AN AMOUNT EQUAL