Equity Cure Rights. For purposes of determining compliance with the financial covenants, any proceeds from equity issuances or cash equity contributions (which equity will be in the form of common equity or other “qualified” equity having terms reasonably acceptable to the Administrative Agent) made to the Borrower after the end of a fiscal quarter and on or prior to the day that is 10 Business Days after the day on which financial statements are required to be delivered for such fiscal quarter will, at the request of the Borrower, be included in the calculation of EBITDA solely for the purposes of determining compliance with the financial covenants at the end of such fiscal quarter and each applicable subsequent period that includes such quarter (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (a) in each four consecutive fiscal quarter period there will be no more than 2 fiscal quarters in which a Specified Equity Contribution is made, (b) no more than 2 Specified Equity Contributions may be made prior to the Revolving Credit Facility Termination Date, (c) the amount of any Specified Equity Contribution in any period will be no greater than the amount required to cause the Borrower to be in compliance with the financial covenants for such period, (d) each Specified Equity Contribution shall increase EBITDA solely for the purposes of computing quarter-end compliance with the financial covenants and shall not be included for the purpose of determining the availability or amount of any covenant baskets or carve- outs, pricing or for any other purpose, (e) such Specified Equity Contribution shall not result in any reduction of indebtedness in the calculation of the financial covenants in the fiscal quarter in which the Specified Equity Contribution is made, (f) no Specified Equity Contribution held by the Borrower or any of its Subsidiaries shall qualify as “unrestricted cash or Cash Equivalents of the Borrower Parties” for the purpose of calculating minimum required Liquidity.
Equity Cure Rights. Notwithstanding anything to the contrary contained in Section 8.1, for purposes of determining whether an Event of Default has occurred under any financial covenant set forth in Section 6.10, any cash equity contribution (arising from the issuance by the Administrative Borrower of Qualified Capital Stock or other equity of the Administrative Borrower having terms reasonably acceptable to the Agent and the Co-Collateral Agents) received by the Borrowers after the last day of any fiscal quarter and on or prior to the day that is five (5) days after the day on which financial statements are required to be delivered for that fiscal quarter (it being understood and agreed that the Lenders (including the Swingline Lender and the Issuing Bank) shall have no obligation to make additional Loans or otherwise extend additional credit during such five (5) day period) will, at the request of the Administrative Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenants at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution, a “Specified Equity Contribution”); provided, that, (a) the Administrative Borrower shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any fiscal quarter unless, after giving effect to such requested Specified Equity Contribution, there will be a period of at least two (2) consecutive fiscal quarters in the Relevant Four Fiscal Quarter Period (as defined below) in which no Specified Equity Contribution has been made, (b) there shall no more than two (2) Specified Equity Contributions during any twelve (12) consecutive fiscal month period and no more than five (5) Specified Equity Contributions may be made in the aggregate during the term of this Agreement, (c) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause Borrowers to be in compliance with the financial covenants, and (d) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Loan Documents (including calculating Consolidated EBITDA for purposes of determining basket levels, Applicable Margin, applicable Applicable Commitment Fee Percentage, and other items governed by reference to Consolidated EBITDA, and...
Equity Cure Rights. Notwithstanding anything to the contrary contained in Section 9.17(a) above, in the event that Borrowers, after the occurrence and during the continuance of a Financial Covenant Trigger Event, fail to comply with Section 9.17(a) for any applicable period set forth therein (each such period, a “Testing Period”), so long as (i) not later than the earlier to occur of (A) five (5) Business Days after Agent has received the Compliance Certificate for the applicable Testing Period (the “Non-compliant Testing Period”) or (B) the fifth (5th) Business Day of the second (2nd) month immediately following such Non-compliant Testing Period, Sponsor (or such other Person(s) designated in writing by Sponsor and satisfactory to Agent as determined in good faith and in exercise of reasonable (from the perspective of an asset based secured lender) business judgment) shall have delivered to Agent a notice of its unconditional commitment to (1) provide additional cash contributions to Borrowers’ as equity capital, or (2) pledge to Agent, for itself and on behalf of the Secured Parties, as collateral security for the Obligations (in each case, the “Cure Right”), the amount of not less than $5,000,000 (the “Cure Amount”), and (ii) not later than the earlier to occur of (A) ten (10) Business Days after Agent has received the Compliance Certificate for the Non-compliant Testing Period or (B) the tenth (10th) Business Day of the second (2nd) month immediately following such Non-compliant Testing Period (the “Cure Standstill Period”), Sponsor (or such other Person(s) designated in writing and satisfactory to Agent as determined in good faith and in exercise of reasonable (from the perspective of an asset based secured lender) business judgment) shall have (1) delivered to Agent evidence, reasonably satisfactory to Agent, that it has in fact funded additional cash contributions to Borrowers’ as equity capital in an aggregate amount of not less than the Cure Amount, or (2) delivered to Agent the Cure Amount in cash or other immediately available funds, which Cure Amount shall be held by Agent in such account designated by Agent, together with such documentation satisfactory to Agent supporting the grant to Agent of a first priority security interest in, and lien upon, the Cure Amount (including, without limitation, a limited recourse guarantee, cash collateral pledge agreement and such other documents satisfactory to Agent), then the financial covenant contained in Section 9.17(a) sh...
Equity Cure Rights. In the event the Borrower fails to comply with the requirements of the Financial Covenants, Parent will have the right to issue common equity securities for cash or otherwise receive cash contributions to the capital of Parent (in each case, on terms reasonably satisfactory to the Administrative Agent) (any such equity issuance or contribution, a “Specified Equity Contribution”), and contribute any such cash to the capital of the Borrower, and apply the amount of the proceeds thereof to increase on a dollar-for-dollar basis EBITDA (to be defined in a manner to be mutually agreed) solely for purposes of determining compliance with Financial Covenants (including, for the avoidance of doubt, determining if Maximum Capital Expenditures is applicable) with respect to the then ended fiscal quarter and any subsequent period that includes such fiscal quarter (the “Cure Right”); provided that (i) the Cure Right will not be exercised more than five (5) times during the term of the RBL Exit Facility, and (ii) the Cure Right many not be exercised more than two (2) times in any four (4) consecutive fiscal quarters. Any amounts used to exercise a Cure Right will be disregarded in calculating EBITDA for all other purposes, including calculation of basket levels and other items governed by reference to EBITDA and will not result in any pro forma indebtedness reduction (other than the indebtedness under the RBL Exit Facility that is actually prepaid with such Cure Amount) or an increase in cash. Events of Default: Subject to the Documentation Principles, substantially similar to the events of default in the Existing Credit Agreement, except as mutually agreed with the Administrative Agent and as otherwise set forth in this Term Sheet, each subject to limitations and modifications as are customary for transactions of this type as mutually agreed (which will be applicable to the Loan Parties).
Equity Cure Rights. Notwithstanding anything to the contrary contained in this Agreement, in the event that the Borrowers fail to comply with the requirements of the covenants contained in this Section 7.13, the US Borrower shall have the right to make, or cause to be made, an Equity Issuance (other than an Equity Issuance consisting of Disqualified Stock) (the “Cure Right”), and upon the receipt by the US Borrower of the Net Proceeds of such Equity Issuance (the “Cure Amount”) pursuant to the exercise by the US Borrower of such Cure Right such covenant shall be recalculated giving effect to the following pro forma adjustments:
Equity Cure Rights. (a) Prior to the occurrence of a Senior Acceleration Event, nothing in any Debt Document shall prevent or restrict any Second Lien Lender from making an Equity Cure Contribution to the Borrower in accordance with clause 23.2 (Financial Covenants) of the Initial Senior Facility Agreement, or any Refinancing Equivalent, and each of the Parties agrees that the Borrower will accept and ensure that any such Equity Cure Contribution (or equivalent payment) is applied towards curing or otherwise remedying any actual or potential breach of any financial covenant contained in the Initial Senior Facility Agreement or any other Senior Facility Agreement.
Equity Cure Rights. (i) In the event that the Borrowers fail to comply with the covenants contained in Sections 8.1(a), 8.1(b) or 8.1(c) (the “Specified Financial Covenants”), then until the fifteenth (15th) Business Day after delivery of the Compliance Certificate pursuant to Section 7.2(a), the Borrowers’ Agent shall have the right to issue Capital Stock in exchange for cash or otherwise receive cash capital contributions in an aggregate amount equal to the amount that, if added to Consolidated EBITDA for the applicable period, would have been sufficient to cause compliance with the Specified Financial Covenants for the applicable period (an “Equity Cure”); provided that the Borrowers’ Agent shall not be permitted contribute, in the aggregate, more than $5,000,000 to Consolidated EBITDA as an Equity Cure over the life of this Agreement; provided further that the Borrowers’ Agent shall not be permitted to (x) exercise an Equity Cure in any two (2) consecutive fiscal quarters, or (y) exercise an Equity Cure more than three (3) times, in the case of each of clause (x) and (y), from the Restatement Effective Date until the termination of this Agreement.
Equity Cure Rights. 11.5 If:
Equity Cure Rights. Borrower to have the right to cure financial default with contribution of equity at its election. Governing law: New York. ANNEX A DEFINITIONS
Equity Cure Rights. In the event Borrower fails to comply with either of the financial covenants set forth in Sections 7.14.3 as of the last day of any Fiscal Quarter, any cash equity contribution to Borrower on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, at the irrevocable election of Borrower, be included in the calculation of EBITDA for the purposes of determining compliance with such covenants at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided, that (a) notice of a Specified Equity Contribution shall be delivered no later than five (5) Business Days after the day on which financial statements are required to be delivered for the applicable Fiscal Quarter (a “Cure Notice”), (b) in each four (4) consecutive Fiscal Quarter period there will be at least two (2) Fiscal Quarters in which no Specified Equity Contribution is made, and (c) in no event shall there be a Specified Equity Contribution in more than two (2) consecutive Fiscal Quarters. If, after giving effect to the foregoing pro forma adjustment, Borrower is in compliance with the financial covenants set forth in Sections 7.14.3, Borrower shall be deemed to have satisfied the requirements of such Sections as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Sections 7.14.3 that had occurred shall be deemed cured for purposes of this Agreement.
