Common use of Equity Cure Rights Clause in Contracts

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: (i) Consolidated EBITDA shall be increased, in accordance with the definition thereof, solely for the purpose of measuring the relevant covenants set forth in this Section 7.13 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (ii) if, after giving effect to the foregoing recalculation, the Borrowers shall then be in compliance with the requirements of all of the covenants contained in this Section 7.13, the Borrowers shall be deemed to have satisfied the requirements of the covenants contained in this Section 7.13 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the covenants contained in this Section 7.13 which had occurred shall be deemed cured for all purposes of this Agreement and the other Loan Documents; and (iii) to the extent that the Cure Amount proceeds are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Total Leverage Ratio for the period with respect to which such Compliance Certificate applies; provided, that (v) the US Borrower shall only be permitted to exercise the Cure Right a maximum of four times during the term of this Agreement, (w) the Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used when calculating Consolidated EBITDA for any fiscal period including such fiscal quarter, (x) the US Borrower shall only be permitted to exercise the Cure Right if, commencing with the first Four-Quarter Period ending after the Closing Date, in each Four-Quarter Period, there shall be a period of at least two consecutive fiscal quarters in respect of which no Cure Right is exercised, (y) the US Borrower shall have received the Cure Amount within ten (10) days following the delivery of the financial statements referred to in Section 6.01(a) (Financial Statements) which would result in non-compliance with the requirements of the covenants contained in this Section 7.13 and (z) the Cure Amount shall not exceed (except in a de minimis amount) the amount necessary to cause the Borrowers to be in compliance with the relevant covenant set forth in this Section 7.13.

Equity Cure Rights. Notwithstanding anything to the contrary contained in this Agreement, in In the event that the Borrowers Credit Parties fail to comply with the requirements of financial covenant set forth in Section 6.2, subject to the covenants contained in this Section 7.13terms and conditions hereof, the US Borrower Parent shall have the right right, until the expiration of the 15th Business Day subsequent to make, or cause the date the applicable Compliance Certificate is required to be madedelivered for the applicable Defined Period, an to receive cash contributions from its direct or indirect shareholders in exchange for the issuance of Equity Issuance Interests (other than an Disqualified Equity Issuance consisting of Disqualified StockInterests) (the “Specified Equity Contribution”) in an aggregate net amount equal to, but not greater than, the amount necessary to cure, on a dollar-for-dollar basis, the financial covenant set forth in Section 6.2 (hereinafter, the “Cure Right”)” and such amount, 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 ), and EBITDA shall then be recalculated giving effect to the following pro forma adjustments: : (ia) Consolidated EBITDA shall be increased, in accordance with increased for the definition thereofapplicable fiscal quarter and for the subsequent three (3) consecutive fiscal quarters, solely for the purpose of measuring the relevant covenants set forth in this Section 7.13 EBITDA and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; Amount and (iib) if, after giving effect to the foregoing recalculation, the Borrowers Credit Parties shall then be in compliance with the requirements of all of the covenants contained financial covenant set forth in this Section 7.136.2, the Borrowers Credit Parties shall be deemed to have satisfied the requirements of the covenants contained been in this Section 7.13 compliance with such financial covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the covenants contained in this Section 7.13 which financial covenant that had occurred shall be deemed cured not to have occurred for all purposes this purpose of this the Agreement and the other Loan Documents; and (iii) to the extent that the Cure Amount proceeds are used to repay Indebtedness, such Indebtedness no Event of Default shall not be deemed to have been repaid occurred as a result of such financial covenant breach; provided, that the net cash proceeds of such Specified Equity Contribution in an amount equal to the Cure Amount shall be applied to prepay the Term Loans in accordance with Section 2.1(a)(ii)(B)(iv). This Section 6.4 may not be relied on for purposes of calculating any financial ratios other than for determining actual compliance with Section 6.2 (and not pro forma compliance with Section 6.2 that is required by any other provision of this Agreement) and shall not result in any adjustment to any amounts (including the Total Leverage Ratio amount of Debt) or increase in cash (and shall not be included for purposes of determining pricing, mandatory prepayments and the period availability or amount permitted pursuant to any covenant under Article V) with respect to the fiscal quarter with respect to which such Compliance Certificate applies; providedCure Amount was made other than the amount of the EBITDA referred to in the immediately preceding sentence. Notwithstanding anything herein to the contrary, that (v) the US Borrower in no event shall only Parent be permitted to exercise the Cure Right a maximum of hereunder (i) more than four (4) times in the aggregate during the term of this Agreement, (wii) the Cure Amount used to calculate Consolidated EBITDA for one more than two (2) times in any four consecutive fiscal quarter shall be used when calculating Consolidated EBITDA for any fiscal period including such fiscal quarterperiod, or (xiii) the US Borrower shall only be permitted with respect to exercise the Cure Right if, commencing with the first Four-Quarter Period ending after the Closing Date, in each Four-Quarter Period, there shall be a period of at least two consecutive fiscal quarters in respect of which no Cure Right is exercised, (y) the US Borrower shall have received the Cure Amount within ten (10) days following the delivery of the financial statements referred to in Section 6.01(a) (Financial Statements) which would result in non-compliance with the requirements of the covenants contained in this Section 7.13 and (z) the Cure Amount shall not exceed (except in a de minimis amount) the amount necessary to cause the Borrowers to be in compliance with the relevant covenant set forth in this Section 7.13quarters.

Equity Cure Rights. Notwithstanding anything to the contrary contained in this Agreement, in the event that the Borrowers fail Borrower fails to comply with the requirements of the covenants contained in this Section 7.13, until the US 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 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: (i) Consolidated EBITDA shall be increased, in accordance with the definition thereof, solely for the purpose of measuring the relevant covenants set forth in this Section 7.13 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (ii) if, after giving effect to the foregoing recalculation, the Borrowers Borrower shall then be in compliance with the requirements of all of the covenants contained in this Section 7.13, the Borrowers Borrower shall be deemed to have satisfied the requirements of the covenants contained in this Section 7.13 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the covenants contained in this Section 7.13 which had occurred shall be deemed cured for all purposes of this Agreement and the other Loan Documents; and (iii) to the extent that the Cure Amount proceeds are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Total Leverage Ratio for the period with respect to which such Compliance Certificate applies; provided, that (v) the US Borrower shall only be permitted to exercise the Cure Right a maximum of four times during the term of this Agreement, (w) the Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used when calculating Consolidated EBITDA for any fiscal period including such fiscal quarter, (x) the US Borrower shall only be permitted to exercise the Cure Right if, commencing with the first Four-Quarter Period ending after the Closing Seventh Amendment Effective Date, in each Four-Quarter Period, there shall be a period of at least two consecutive fiscal quarters in respect of which no Cure Right is exercised, (y) the US Borrower shall have received the Cure Amount within ten (10) 10 days following the delivery of the financial statements referred to in Section 6.01(a) (Financial Statements) which would result in non-compliance with the requirements of the covenants contained in this Section 7.13 and (z) the Cure Amount shall not exceed (except in a de minimis amount) the amount necessary to cause the Borrowers Borrower to be in compliance with the relevant covenant set forth in this Section 7.13.

Equity Cure Rights. Notwithstanding anything to the contrary contained in this Agreement, in In the event that the Borrowers Loan Parties fail to comply with any financial covenant set forth in Section 6.13 (including any financial covenant added after the requirements of Closing Date pursuant to Section 5.12), subject to the covenants contained in this Section 7.13terms and conditions hereof, the US Borrower Parent and its Subsidiaries shall have the right until the expiration of the 15th Business Day subsequent to make, or cause the date the applicable financial statements are required to be madedelivered to receive cash contributions from its direct or indirect shareholders in an aggregate amount equal to, an Equity Issuance but not greater than, the amount necessary to cure such financial covenant (other than an Equity Issuance consisting of Disqualified Stock) (hereinafter, the “Cure Right”), and upon the within one (1) Business Day (or such longer period as Lender may agree in writing (including via email)) of receipt by the US Borrower Parent or any of the Net Proceeds its Subsidiaries of such Equity Issuance 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”) pursuant and shall be paid to the exercise by Lender as a mandatory prepayment of the US Borrower of Term Loans (applied in accordance with Section 2.3(b)), and such Cure Right 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, in accordance with increased for the definition thereofapplicable Fiscal Quarter and for the subsequent three (3) consecutive Fiscal Quarters, solely for the purpose of measuring the relevant covenants set forth in this Section 7.13 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 recalculationrecalculations, the Borrowers Loan Parties shall then be in compliance with the requirements of all of the covenants contained financial covenant set forth in this Section 7.136.13, the Borrowers Loan Parties shall be deemed to have satisfied the requirements of the covenants contained been in this Section 7.13 compliance with such Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the covenants contained in this Section 7.13 which financial covenant that had occurred shall be deemed cured not to have occurred for all purposes this purpose of this the Agreement and the other Loan Documents; and (iii) to the extent that the Cure Amount proceeds are used to repay Indebtedness, such Indebtedness no Event of Default shall not be deemed to have been repaid for purposes of calculating occurred. Notwithstanding anything herein to the Total Leverage Ratio for contrary, in no event shall Parent and/or the period with respect to which such Compliance Certificate applies; provided, that (v) the US Borrower shall only be permitted to exercise the Cure Right a maximum of hereunder (x) more than four (4) times in the aggregate during the term of this Agreement, (w) the Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used when calculating Consolidated EBITDA for any fiscal period including such fiscal quarter, (x) the US Borrower shall only be permitted to exercise the Cure Right if, commencing with the first Four-Quarter Period ending after the Closing Date, in each Four-Quarter Period, there shall be a period of at least two consecutive fiscal quarters in respect of which no Cure Right is exercised, Agreement or (y) the US Borrower shall have received the Cure Amount within ten more than two (102) days following the delivery of the financial statements referred to times in Section 6.01(a) (Financial Statements) which would result in non-compliance with the requirements of the covenants contained in this Section 7.13 and (z) the Cure Amount shall not exceed (except in a de minimis amount) the amount necessary to cause the Borrowers to be in compliance with the relevant covenant set forth in this Section 7.13any four consecutive Fiscal Quarter period.