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. In the event the Loan Parties fail to comply with any financial covenant set forth in Section 6.13 (including any financial covenant added after the Closing Date pursuant to Section 5.12), subject to the terms and conditions hereof, Parent and its Subsidiaries shall have the right until the expiration of the 15th Business Day subsequent to the date the applicable financial statements are required to be delivered to receive cash contributions from its direct or indirect shareholders in an aggregate amount equal to, but not greater than, the amount necessary to cure such financial covenant (hereinafter, the “Cure Right”), and within one (1) Business Day (or such longer period as Lender may agree in writing (including via email)) of receipt by Parent or any of its Subsidiaries of such cash pursuant to the exercise by Parent or any of its Subsidiaries of such Cure Right, such amount shall, prior to the expiration of such 15-Business Day period referred to above, be contributed or distributed (to the extent not issued by the Borrower), as the case may be, as cash common equity to the Borrower (the “Cure Amount”) and shall be paid to the Lender as a mandatory prepayment of the Term Loans (applied in accordance with Section 2.3(b)), and such financial covenant shall then be recalculated giving effect to the following pro forma adjustments: (a) With regard to clause 6.13(a), (i) Consolidated EBITDA shall be increased for the applicable Fiscal Quarter and for the subsequent three (3) consecutive Fiscal Quarters, solely for the purpose of measuring such financial covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) any prepayment of the Term Loans made with respect to such Cure Amount shall not serve as a reduction to Indebtedness for borrowed money for purposes of calculating any financial covenant set forth in Section 6.13 for the applicable Fiscal Quarter (but, notwithstanding anything to the contrary in this Agreement, such Cure Amount shall, if applied to the Term Loans, reduce Indebtedness for Borrowed Money for purposes of calculating any financial covenant set forth in Section 6.13 after the Fiscal Quarter in respect of which the Cure Amount is contributed); (b) with regard to clause 6.13(b), the Cure Amount shall be deemed an increase in the consolidated equity of Parent and its Subsidiaries; and (c) if, after giving effect to the foregoing recalculations, the Loan Parties shall then be in compliance w...
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. In the event Borrowers fail to comply with the Consolidated Senior Leverage Ratio covenants set forth in Section 6.13 (a “Leverage Covenant Default”), Borrowers shall have the right to cure such Leverage Covenant Default on the following terms and conditions (the “Equity Cure Right”):
Equity Cure Rights. Notwithstanding anything to the contrary contained in this Agreement, in the event that the Borrower fails to comply with the requirements of the covenants contained in this Section 7.13, until the date of delivery of the related Compliance Certificate, the 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 Borrower of the Net Proceeds of such Equity Issuance (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such covenant shall be recalculated giving effect to the following pro forma adjustments:
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. 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 Loan Parties fail to comply with the minimum Consolidated Adjusted EBITDA covenant, the minimum Consolidated Fixed Charge Coverage Ratio, or the maximum Consolidated Leverage Ratio set forth in Section 6.13 (each, a “Financial Covenant Default”), Borrowers shall have the right to cure such Financial Covenant Default on the following terms and conditions (the “Equity Cure Right”):
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.
