Common use of Equity Cure Right Clause in Contracts

Equity Cure Right. In connection with the failure of Borrowers to perform, keep or observe any term, provision, condition or covenant contained on Schedule E (a “Financial Covenant Default”), Borrowers shall have the right to cure a Financial Covenant Default on the following terms and conditions (the “Equity Cure”): (a) In the event Borrowers desire to cure a Financial Covenant Default, Borrowing Agent shall deliver to Lender irrevocable written notice of its intent to cure (a “Cure Notice”) at any time during the period commencing on the date that the financial statements and corresponding Compliance Certificate as of and for the period ending on the last day of the month as of which such Financial Covenant Default occurred (the “Testing Dates”) are delivered to Lender and ending on the tenth (10th) day after Xxxxxx’s (b) In the event Borrowing Agent delivers a Cure Notice, a Specified Equity Contribution (as hereinafter defined) shall be made in an amount equal to the Financial Covenant Cure Amount at any time during the period commencing on the date of Lender’s receipt of such Cure Notice and ending on the tenth (10th) day following the date on which the relevant financial statements and Compliance Certificate were required to be delivered to Lender (such tenth (10th) day, the “Required Contribution Date”). The applicable shareholders of Parent shall make a capital contribution to a Borrower, as applicable, in the form of cash equity (a “Specified Equity Contribution”) or subordinated Indebtedness, whether secured or unsecured as determined by the applicable shareholders of Parent and so specified in the applicable Cure Notice, that is subject to a subordination agreement between applicable shareholders of Parent and Lender satisfactory to Lender and the proceeds thereof equal to the Financial Covenant Cure Amount shall be immediately contributed by the applicable shareholders of Parent to the capital of Borrowers and paid directly to Lender for application to the Obligations as follows: first, on account of the principal of and interest on the Revolving Loans, and second, after the Revolving Loans are paid in full, to the remaining Obligations in the order set forth in Section 4.2 hereof. The “Financial Covenant Cure Amount” shall be the amount which, if added to the amount of Liquidity as of the applicable Testing Date, would result in Borrowers being in pro forma compliance with the applicable Financial Covenant as of such Testing Date.

Equity Cure Right. In connection with the failure of Borrowers to perform, keep or observe any term, provision, condition or covenant contained on Schedule E (a “Financial Covenant Default”), Borrowers shall have the right to cure a Financial Covenant Default on the following terms and conditions (the “Equity Cure”): (a) In the event Borrowers desire to cure a Financial Covenant Default, Borrowing Agent shall deliver to Lender irrevocable written notice of its intent to cure (a “Cure Notice”) at any time during the period commencing on the date that the financial statements and corresponding Compliance Certificate as any Borrower has knowledge of and for the period ending on the last day of the month as of which such Financial Covenant Default occurred (the “Testing Dates”) are delivered to Lender and ending on the tenth (10th) day after Xxxxxx’sthereafter. The Cure Notice shall set forth the calculation of the Financial Covenant Cure Amount (as hereinafter defined). (b) In the event Borrowing Agent delivers a Cure Notice, a Specified Equity Contribution (as hereinafter defined) shall be made in an amount equal to the Financial Covenant Cure Amount at any time during the period commencing on the date of LenderXxxxxx’s receipt of such Cure Notice and ending on the tenth (10th) day following the date on which the relevant financial statements and Compliance Certificate were required to be delivered to Lender Financial Covenant Default occurred (such tenth (10th) day, the “Required Contribution Date”). The applicable shareholders of Parent shall make a capital contribution to a Borrower, as applicable, in the form of cash equity (a “Specified Equity Contribution”) or subordinated Indebtedness, whether secured or unsecured as determined by the applicable shareholders of Parent and so specified in the applicable Cure Notice, that is subject to a subordination agreement between applicable shareholders of Parent and Lender satisfactory to Lender and the proceeds thereof equal to the Financial Covenant Cure Amount shall be immediately contributed by the applicable shareholders of Parent to the capital of Borrowers and paid directly to Lender for application to the Obligations as follows: first, on account of the principal of and interest on the Revolving Loans, and second, after the Revolving Loans are paid in full, to the remaining Obligations in the order set forth in Section 4.2 hereof. The “Financial Covenant Cure Amount” shall be the amount which, if added to the amount of Liquidity as of the date of the applicable Testing DateFinancial Covenant Default, would result in Borrowers being in pro forma compliance with the applicable Financial Covenant as of such Testing Datedate.

Equity Cure Right. In connection the event the Obligors fail to comply with the failure Financial Covenants as of Borrowers to performthe end of any Applicable Fiscal Period (such Applicable Fiscal Period, keep or observe any term, provision, condition or covenant contained on Schedule E (a “Financial Covenant DefaultCure Period”), Borrowers subject to the terms and conditions hereof, the then existing direct or indirect equityholders of Holdings shall have the right to cure a Financial Covenant Default on the following terms and conditions (the “Equity Cure”): (a) In the event Borrowers desire to cure a Financial Covenant Default, Borrowing Agent shall deliver to Lender irrevocable written notice of its intent to cure (a “Cure NoticeRight”) at any time during the period commencing on the date that the financial statements and corresponding Compliance Certificate as of and for the period ending on from the last day of the month as Cure Period until the expiration of which such the thirtieth (30th) day subsequent to the date the financial statements for the Cure Period are first required to be delivered to Agent pursuant to Section 5.6, to make an equity investment in Holdings in cash in an aggregate amount equal to, but not greater than, the amount necessary to cause the Obligors to be in compliance with the Financial Covenant Default occurred Covenants (hereinafter, the “Testing DatesCure Amount”), and upon the receipt by Holdings of the Cure Amount, the Financial Covenants shall then be recalculated giving effect to the following pro forma adjustments: (a) are delivered such equity investment shall be disregarded for purposes of the determination of any baskets or other ratios with respect to Lender and ending on the tenth (10th) day after Xxxxxx’s covenants contained in Section 6; (b) In in the event Borrowing Agent delivers of a Cure NoticeDefault or Event of Default as a result of a breach of the covenant contained in clause (i)(a) of Item 9 of the Terms Schedule, a Specified Equity Contribution (as hereinafter defined) EBITDA shall be made increased in an amount equal to the Financial Covenant Cure Amount for the Applicable Fiscal Period in respect of which the Cure Right shall have been exercised; (c) in the event of a breach of any of the covenants contained in clauses (i)(b) or (ii) of Item 9 of the Terms Schedule, cash and/or Liquidity shall be increased in an amount equal to the Cure Amount for the Applicable Fiscal Period in respect of which the Cure Right shall have been exercised; and (d) if, after giving effect to the foregoing recalculations, the Obligors shall then be in compliance with the requirements of the Financial Covenants, the Obligors shall be deemed to have been in compliance with the Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at any time during such date, and the period commencing on applicable breach, Default or Event of Default of the Financial Covenants that had occurred shall be deemed not to have occurred for this purpose of the Agreement. In the event that (i) no Default or Event of Default exists other than that arising due to failure of the Obligors to comply with the Financial Covenants and (ii) Holdings shall have delivered to Agent written notice of its intention to exercise the Cure Right (which notice shall be delivered no later than the fifth (5th) day subsequent to the date of Lender’s receipt of such Cure Notice and ending on the tenth (10th) day following the date on which the relevant applicable financial statements and Compliance Certificate were are required to be delivered hereunder), which exercise if fully consummated would be sufficient in accordance with the terms hereof to Lender (such tenth (10th) day, cause the “Required Contribution Date”). The applicable shareholders of Parent shall make a capital contribution Obligors to a Borrower, as applicable, be in the form of cash equity (a “Specified Equity Contribution”) or subordinated Indebtedness, whether secured or unsecured as determined by the applicable shareholders of Parent and so specified in the applicable Cure Notice, that is subject to a subordination agreement between applicable shareholders of Parent and Lender satisfactory to Lender and the proceeds thereof equal to compliance with the Financial Covenant Cure Amount shall be immediately contributed by the applicable shareholders of Parent to the capital of Borrowers and paid directly to Lender for application to the Obligations as follows: first, on account of the principal of and interest on the Revolving Loans, and second, after the Revolving Loans are paid in full, to the remaining Obligations in the order set forth in Section 4.2 hereof. The “Financial Covenant Cure Amount” shall be the amount which, if added to the amount of Liquidity Covenants as of the relevant date of determination, then from and following receipt by Agent of any such notice and until the date that is the earlier of (x) the thirtieth (30th) day subsequent to the date the applicable Testing Datefinancial statements are required to be delivered and (y) the date, if any, on which Holdings notifies Agent in writing that such Cure Right shall not be exercised, neither Agent nor any Lender shall exercise any rights or remedies that would otherwise be available as a result in Borrowers being in pro forma compliance of the Obligors’ failure to comply with the applicable Financial Covenant as Covenants (but solely to the extent no other Events of such Testing DateDefault are then continuing). Notwithstanding anything herein to the contrary, in no event shall Holdings be permitted to exercise the Cure Right hereunder (x) more than four (4) times in the aggregate during the term of this Agreement, or (y) more than two (2) times in respect of any Applicable Fiscal Periods or fiscal quarters ending in the same calendar year.

Equity Cure Right. In connection with (a) If the failure requirements of Borrowers any of paragraphs (a) to perform, keep or observe any term, provision, condition or covenant contained on Schedule E (c) of Clause 19.2 (Financial condition) (a “Relevant Financial Covenant Default”)Covenant) are not met in respect of a Relevant Period, Borrowers shall have the right to cure a Financial Covenant Default on the following terms and conditions cash proceeds (the “Cure Amount”) received by the Borrower pursuant to any New Equity Cure”): (a) In the event Borrowers desire to cure a Financial Covenant Default, Borrowing Agent shall deliver to Lender irrevocable written notice of its intent to cure (a “Cure NoticeSubscription”) at any time during or additional shareholder loans or Permitted Subordinated Debt (a “Cure Loan”) (in each case in accordance with this Agreement) after the end of that Relevant Period but prior to the end of the period commencing on the date that the financial statements and corresponding Compliance Certificate as of and for the period ending on the last day of the month as of which such Financial Covenant Default occurred (the “Testing Dates”) are delivered to Lender and ending on the tenth (10th) day after Xxxxxx’s (b) In the event Borrowing Agent delivers a Cure Notice, a Specified Equity Contribution (as hereinafter defined) shall be made in an amount equal to the Financial Covenant Cure Amount at any time during the period commencing on the date of Lender’s receipt of such Cure Notice and ending on the tenth (10th) day 20 Business Days following the date on which the relevant financial statements and Compliance Certificate were setting out the calculations in respect of the relevant covenant determination is required to be delivered pursuant to Lender Clause 18.2 (Compliance Certificate) shall be included in a recalculation of the Relevant Financial Covenant(s) by making a pro forma adjustment to Consolidated EBITDA (solely for the purpose of ascertaining compliance with the Relevant Financial Covenant(s) and not for any other purpose) such tenth (10th) day, the “Required Contribution Date”). The applicable shareholders of Parent shall make a capital contribution to a Borrower, as applicable, in the form of cash equity (a “Specified Equity Contribution”) or subordinated Indebtedness, whether secured or unsecured as determined that Consolidated EBITDA is increased by the applicable shareholders of Parent and so specified in the applicable Cure Notice, that is subject to a subordination agreement between applicable shareholders of Parent and Lender satisfactory to Lender and the proceeds thereof an amount equal to the Cure Amount. (b) If, after giving effect to the recalculation referred to in paragraph (a) above, the requirements of the Relevant Financial Covenant Covenant(s) are met, then (subject to the other provisions of this Clause 19.3) the requirements of paragraphs (a) to (c) of Clause 19.2 (Financial condition) shall be deemed to have been satisfied as at the relevant original date of determination as though there had been no failure to comply with such requirements and any Default or Event of Default occasioned thereby shall be deemed to have been remedied for the purposes of the Bridge Finance Documents. (c) The relevant Cure Amount shall be added to and considered to be part of Consolidated EBITDA solely for the purpose of ascertaining compliance with that Relevant Financial Covenant(s) as at the end of the Relevant Period immediately contributed by the applicable shareholders of Parent prior to the capital receipt and application of Borrowers such Cure Amount in accordance with this Clause 19.3 and paid directly to Lender for application as at the end of the next three following Relevant Periods. (d) Not more than one Cure Subscription or Cure Loan may occur in any twelve Month period and not more than four Cure Subscriptions or Cure Loans may occur prior to the Obligations as follows: firstdate that is 108 Months after the Closing Date. (e) Any Cure Amount must be applied in accordance with the terms of the Senior Facilities Agreement. (f) Prior to a Cure Subscription or Cure Loan, on the Borrower shall deliver to the Bridge Facility Agent a certificate signed by two directors of the Borrower setting out the reasons for the breach of the Relevant Financial Covenant(s) and the nature of the remedial action being taken, confirming that to the best of their knowledge the requirements of the Relevant Financial Covenant will be met after the Cure Subscription or Cure Loan (taking account of the principal effect of any prepayment of the Senior Facilities with any Cure Amount and interest on accompanied by an updated set of projections approved by a member of Senior Management of the Revolving Loans, Borrower and second, after the Revolving Loans are paid in full, form satisfactory to the remaining Obligations in the order set forth in Section 4.2 hereof. The “Financial Covenant Cure Amount” shall be the amount which, if added to the amount of Liquidity as of the applicable Testing Date, would result in Borrowers being in pro forma Facility Agent (acting reasonably) demonstrating compliance with the applicable Relevant Financial Covenant as of such Testing until the date that is 108 Months after the Closing Date.