Common use of Equity Cure Right Clause in Contracts

Equity Cure Right. In the event of an actual or prospective breach of the financial covenants set forth in Sections 7.12.1, 7.12.2 and 7.12.4 of this Agreement, Borrower shall have the right to issue additional common equity or preferred equity (in the case of preferred equity, on terms reasonably satisfactory to the Lender) to the Investor Group for cash (each such issuance by the Borrower, an “Equity Cure Contribution”). In order to cure such actual or prospective breach, an Equity Cure Contribution shall be deemed an addition to Consolidated Net Income in the most recently ended fiscal quarter for the sole purpose of measuring EBITDA, the Fixed Charge Coverage Ratio and Interest Coverage Ratio set forth in Sections 7.12.1, 7.12.2 and 7.12.4, provided that (i) the aggregate amount of any Equity Cure Contribution shall not exceed $1,000,000, (ii) no more than four (4) Equity Cure Contributions may occur during the term of this Agreement, (iii) no more than one Equity Cure Contribution may occur in any 12-month period, (iv) the aggregate amount of all Equity Cure Contributions made during the term of this Agreement shall not exceed $3,000,000, (v) if a Compliance Certificate showing a breach of any covenant set forth in Section 7.12.1 and/or 7.12.2 is delivered (or was due to be delivered), any corresponding Equity Cure Contribution must be made within 15 Business Days of the date such Compliance Certificate was due, (vi) no Default or Event of Default (other than the breach of the financial covenants to be cured by the Equity Cure Contribution) shall have occurred or be continuing, and (vii) Borrower shall have otherwise obtained Lender’s prior written consent. On the date that an Equity Cure Contribution is made, the Financial Officer shall deliver to the Administrative Agent (A) written notice of such Equity Cure Contribution and (B) a compliance certificate demonstrating compliance with the financial covenants after application of the Equity Cure Contribution.

Equity Cure Right. In the event of an actual or prospective breach of the financial covenants set forth in Sections 7.12.1, 7.12.2 and 7.12.4 of this Agreement, Borrower shall have the right to issue additional common equity or preferred equity (in the case of preferred equity, on terms reasonably satisfactory to the Lender) to the Investor Group for cash (each such issuance by the Borrower, an “Equity Cure Contribution”). In order to cure such actual or prospective breach, an Equity Cure Contribution shall be deemed an addition to Consolidated Net Income in the most recently ended fiscal quarter for the sole purpose of measuring EBITDA, the Fixed Charge Coverage Ratio and Interest Coverage Ratio set forth in Sections 7.12.1, 7.12.2 and 7.12.4, provided that (i) the aggregate amount of any Equity Cure Contribution shall not exceed $1,000,0002,000,000, (ii) no more than four our (4) Equity Cure Contributions may occur during the term of this Agreement, (iii) no more than one Equity Cure Contribution may occur in any 12-month period, (iv) the aggregate amount of all Equity Cure Contributions made during the term of this Agreement shall not exceed $3,000,0006,000,000, (v) if a Compliance Certificate showing a breach of any covenant set forth in Section 7.12.1 and/or 7.12.2 is delivered (or was due to be delivered), any corresponding Equity Cure Contribution must be made within 15 Business Days of the date such Compliance Certificate was due, (vi) no Default or Event of Default (other than the breach of the financial covenants to be cured by the Equity Cure Contribution) shall have occurred or be continuing, and (vii) Borrower shall have otherwise obtained Lender’s prior written consent. On the date that an Equity Cure Contribution is made, the Financial Officer shall deliver to the Administrative Agent (A) written notice of such Equity Cure Contribution and (B) a compliance certificate demonstrating compliance with the financial covenants after application of the Equity Cure Contribution.

Equity Cure Right. In the event of an actual or prospective breach of the financial covenants set forth in Sections 7.12.1, 7.12.2 and 7.12.4 of this Agreement, Borrower shall have the right to issue additional common equity or preferred equity (in the case of preferred equity, on terms reasonably satisfactory to the Lender) to the Investor Group for cash (each such issuance by the Borrower, an “Equity Cure Contribution”). In order to cure such actual or prospective breach, an Equity Cure Contribution shall be deemed an addition to Consolidated Net Income in the most recently ended fiscal quarter for the sole purpose of measuring EBITDA, the Fixed Charge Coverage Ratio and Interest Coverage Ratio set forth in Sections 7.12.1, 7.12.2 and 7.12.4, provided that (i) the aggregate amount of any Equity Cure Contribution shall not exceed $1,000,0001,500,000, (ii) no more than four (4) Equity Cure Contributions may occur during the term of this Agreement, (iii) no more than one Equity Cure Contribution may occur in any 12-month period, (iv) the aggregate amount of all Equity Cure Contributions made during the term of this Agreement shall not exceed $3,000,0004,500,000, (v) if a Compliance Certificate showing a breach of any covenant set forth in Section 7.12.1 and/or 7.12.2 is delivered (or was due to be delivered), any corresponding Equity Cure Contribution must be made within 15 Business Days of the date such Compliance Certificate was due, (vi) no Default or Event of Default (other than the breach of the financial covenants to be cured by the Equity Cure Contribution) shall have occurred or be continuing, and (vii) Borrower shall have otherwise obtained Lender’s prior written consent. On the date that an Equity Cure Contribution is made, the Financial Officer shall deliver to the Administrative Agent (A) written notice of such Equity Cure Contribution and (B) a compliance certificate demonstrating compliance with the financial covenants after application of the Equity Cure Contribution.

Equity Cure Right. In the event of an actual or prospective breach of the financial covenants set forth in Sections 7.12.1, 7.12.2 and 7.12.4 of this Agreement, Borrower shall have the right to issue additional common equity or preferred equity (in the case of preferred equity, on terms reasonably satisfactory to the Lender) to the Investor Group for cash (each such issuance by the Borrower, an “Equity Cure Contribution”). In order to cure such actual or prospective breach, an Equity Cure Contribution shall be deemed an addition to Consolidated Net Income in the most recently ended fiscal quarter for the sole purpose of measuring EBITDA, the Fixed Charge Coverage Ratio and Interest Coverage Ratio set forth in Sections 7.12.1, 7.12.2 and 7.12.4, provided that (i) the aggregate amount of any Equity Cure Contribution shall not exceed $1,000,000500,000, (ii) no more than four (4) Equity Cure Contributions may occur during the term of this Agreement, (iii) no more than one Equity Cure Contribution may occur in any 12-month period, (iv) the aggregate amount of all Equity Cure Contributions made during the term of this Agreement shall not exceed $3,000,0001,500,000, (v) if a Compliance Certificate showing a breach of any covenant set forth in Section 7.12.1 and/or 7.12.2 is delivered (or was due to be delivered), any corresponding Equity Cure Contribution must be made within 15 Business Days of the date such Compliance Certificate was due, (vi) no Default or Event of Default (other than the breach of the financial covenants to be cured by the Equity Cure Contribution) shall have occurred or be continuing, and (vii) Borrower shall have otherwise obtained Lender’s prior written consent. On the date that an Equity Cure Contribution is made, the Financial Officer shall deliver to the Administrative Agent (A) written notice of such Equity Cure Contribution and (B) a compliance certificate demonstrating compliance with the financial covenants after application of the Equity Cure Contribution.