(ii) and (iv) below shall occur automatically without the giving of
any such notice):
(i) declare the Total Revolving Credit Commitment
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terminated, whereupon the Commitments and Swingline Commitment, if any, of each
Lender or the Swingline Lender, as the case may be, shall forthwith terminate
immediately and any Fees theretofore accrued shall forthwith become due and
payable without any other notice of any kind; (ii) declare the principal of and
any accrued interest and fees in respect of all Loans and all Obligations owing
hereunder and thereunder to be, whereupon the same shall become, forthwith due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower; (iii) terminate 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 Holdings, the Borrower or any Specified Subsidiary, it will pay) to
the Administrative Agent, as applicable, at its Administrative Agent's Office
such additional amounts of cash, to be held as security for the Borrower's
respective reimbursement obligations for (x) Drawings that may subsequently
occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit
issued and then outstanding.
11.14.
Borrower's Right to Cure.
(A)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN SECTION 11, IN THE EVENT OF ANY EVENT OF DEFAULT UNDER ANY COVENANT
SET FORTH IN SECTION 10.9 AND 10.10 AND UNTIL THE EXPIRATION OF THE TENTH (10TH)
DAY AFTER THE DATE ON WHICH FINANCIAL STATEMENTS ARE REQUIRED TO BE DELIVERED
WITH RESPECT TO THE APPLICABLE FISCAL QUARTER HEREUNDER, HOLDINGS MAY ENGAGE IN
AN ISSUANCE OF EQUITY INTERESTS THAT CONSTITUTES A PERMITTED EQUITY ISSUANCE TO
ANY OF THE PERMITTED HOLDERS AND CONTRIBUTE SUCH AMOUNT TO THE COMMON EQUITY
CAPITAL OF THE BORROWER AND APPLY THE AMOUNT OF THE NET CASH PROCEEDS THEREOF TO
INCREASE CONSOLIDATED EBITDA WITH RESPECT TO SUCH APPLICABLE QUARTER; PROVIDED
THAT SUCH NET CASH PROCEEDS (I) ARE ACTUALLY RECEIVED BY THE BORROWER (INCLUDING
THROUGH CAPITAL CONTRIBUTION OF SUCH NET CASH PROCEEDS BY HOLDINGS TO THE
BORROWER) NO LATER THAN TEN (10) DAYS AFTER THE DATE ON WHICH FINANCIAL
STATEMENTS ARE REQUIRED TO BE DELIVERED WITH RESPECT TO SUCH FISCAL QUARTER
HEREUNDER, (II) ARE NOT INCLUDED IN CLAUSE (III) OF THE DEFINITION OF AVAILABLE
AMOUNT AND (III) DO NOT EXCEED THE AGGREGATE AMOUNT NECESSARY TO CURE SUCH EVENT
OF DEFAULT UNDER SECTION 10.9 AND 10.10 FOR ANY APPLICABLE PERIOD.
THE PARTIES
HEREBY ACKNOWLEDGE THAT THIS SECTION 11.14(A) MAY NOT BE RELIED ON FOR PURPOSES
OF CALCULATING ANY FINANCIAL RATIOS OTHER THAN AS APPLICABLE TO SECTION 10.9 AND
10.10 AND SHALL NOT RESULT IN ANY ADJUSTMENT TO ANY AMOUNTS OTHER THAN THE
AMOUNT OF THE CONSOLIDATED EBITDA REFERRED TO IN THE IMMEDIATELY PRECEDING
SENTENCE.
(B)
IN EACH PERIOD OF FOUR FISCAL QUARTERS,
THERE SHALL BE AT LEAST TWO (2)