be applied to the other Obligations, if any, in the order set forth above
and, if no Obligations remain outstanding, to the Borrower.
SECTION 8.05
Borrower's Right to Cure.
(A)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN SECTION
8.01, IN THE EVENT OF ANY EVENT OF DEFAULT RESULTING FROM A VIOLATION OF THE
COVENANTS SET FORTH IN SECTION 7.11 FOR THE TEST PERIOD IN EFFECT AT SUCH TIME
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, THE BORROWER MAY ENGAGE IN A PERMITTED EQUITY ISSUANCE
TO ANY OF THE PERMITTED HOLDERS 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
THROUGH CAPITAL CONTRIBUTION OF SUCH NET CASH PROCEEDS BY THE BORROWER 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 OTHERWISE APPLIED AND (III) DO NOT EXCEED THE AGGREGATE
AMOUNT NECESSARY TO CURE SUCH EVENT OF DEFAULT FROM A VIOLATION OF THE COVENANTS
SET FORTH IN SECTION 7.11 FOR ANY APPLICABLE PERIOD.
THE PARTIES HEREBY
ACKNOWLEDGE THAT THIS SECTION 8.05(A) MAY NOT BE RELIED ON FOR PURPOSES OF
CALCULATING ANY FINANCIAL RATIOS OTHER THAN AS APPLICABLE TO SECTION 7.11 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
ONE FISCAL QUARTER IN WHICH NO CURE SET FORTH IN SECTION 8.05(A) IS MADE.
ARTICLE IX
ADMINISTRATIVE AGENT AND OTHER AGENTS
SECTION 9.01
Appointment and Authorization of Agents.
(A)
EACH LENDER HEREBY IRREVOCABLY APPOINTS, DESIGNATES AND AUTHORIZES
THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTION ON ITS BEHALF UNDER THE PROVISIONS
OF THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT AND TO EXERCISE SUCH POWERS AND
PERFORM SUCH DUTIES AS ARE EXPRESSLY DELEGATED TO IT BY THE TERMS OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, TOGETHER WITH SUCH POWERS AS ARE
REASONABLY INCIDENTAL THERETO.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY
CONTAINED ELSEWHERE HEREIN OR IN ANY OTHER LOAN DOCUMENT, THE ADMINISTRATIVE
AGENT SHALL HAVE NO DUTIES OR RESPONSIBILITIES, EXCEPT THOSE EXPRESSLY SET FORTH
HEREIN, NOR SHALL THE ADMINISTRATIVE AGENT HAVE OR BE DEEMED TO HAVE ANY
FIDUCIARY RELATIONSHIP WITH ANY LENDER OR PARTICIPANT, AND NO IMPLIED COVENANTS,
FUNCTIONS, RESPONSIBILITIES, DUTIES, OBLIGATIONS OR LIABILITIES SHALL BE READ
INTO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHERWISE EXIST AGAINST THE
ADMINISTRATIVE AGENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING
SENTENCE, THE USE OF THE TERM "AGENT" HEREIN AND IN THE OTHER LOAN DOCUMENTS
WITH REFERENCE TO ANY AGENT IS NOT INTENDED TO CONNOTE ANY FIDUCIARY OR OTHER
IMPLIED (OR EXPRESS) OBLIGATIONS ARISING UNDER AGENCY
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