Common use of Equity Cure Securities Clause in Contracts

Equity Cure Securities. In the event the Borrower Representative delivers a Cure Notice, there shall be purchased on or after the Testing Date the common equity interests (or such other equity interests on terms reasonably acceptable to the Term Agent) of (or cash capital contributions on or after the Testing Date to) MediaCo, the proceeds of which are then contributed to the capital of any Borrower (“Equity Cure Securities”) for cash consideration in an amount equal to (but not greater than) the amount needed to cure the applicable Financial Covenant Default (the “Financial Covenant Cure Amount”) no later than five (5) Business Days after the date on which financial statements and a Compliance Certificate as of and for the period ending on the applicable Testing Date are required to be delivered (the “Required Contribution Date”). Such Financial Covenant Cure Amount received by Borrower Representative shall be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant in Section 5.22 at the end of the Fiscal Quarter in which such Financial Covenant Default occurred and any subsequent period that includes such Fiscal Quarter but shall be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes. To the extent any of the Net Proceeds of any Equity Cure Securities shall be used by any Borrower to prepay Term Loans, the portion of the Term Loans that is so prepaid will not be taken into account for purposes of determining actual compliance with the financial covenant in Section 5.22 for the Fiscal Quarter with respect to which the Financial Covenant Cure Amount is made. Net Proceeds of any Equity Cure Securities shall not be taken into account for cash netting purposes for the Fiscal Quarter with respect to which the Financial Covenant Cure Amount is made.

Equity Cure Securities. In the event the Borrower Representative delivers Companies deliver a Cure Notice, there shall be purchased on common or after the Testing Date the common preferred equity interests (or such other equity interests on terms reasonably acceptable to the Term Agent) of (or cash equity capital contributions on or after the Testing Date to) MediaCo, the proceeds of which are then contributed to the capital of any Borrower Holdings not constituting Disqualified Stock (“Equity Cure Securities”) for cash consideration in an amount equal to (but not greater than) specified by the amount needed to cure Companies in the applicable Financial Covenant Default Cure Notice (the “Financial Covenant Cure Amount”) no later than five ten (510) Business Days after the date on which financial statements and a Compliance Certificate as of and for the period ending on the applicable Testing Date are required to be delivered (the “Required Contribution Date”). The Financial Covenant Cure Amount shall be equal to the amount required to cause the Companies to be in compliance with the applicable Financial Covenant Default under this Agreement (assuming that EBITDA as of the applicable Testing Date was increased by an amount equal to such Financial Covenant Cure Amount). Such Financial Covenant Cure Amount received by Borrower Representative Holdings in cash, the contribution of such cash proceeds to any Company (whether as a contribution in respect of existing equity securities or purchase price in respect of new equity securities by a Company) on or prior to the Required Contribution Date shall be included in deemed to have increased EBITDA as of the calculation of Consolidated EBITDA applicable Testing Date and any subsequent Computation Period that includes the Testing Date solely for the purposes of determining compliance with the financial covenant covenants contained in Section 5.22 Sections 7.14.1 and 7.14.4 of this Agreement at the end of the Fiscal Quarter in which such Financial Covenant Default occurred applicable Testing Date and any subsequent period Computation Period that includes such Fiscal Quarter the Testing Date, but shall be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposespurposes hereunder. To the extent any of the Net Proceeds of any Equity Cure Securities shall be used by any Borrower to prepay Term Loans, the portion of the Term Loans that is so prepaid will not be taken into account for For purposes of determining actual compliance with the financial covenant covenants contained in Sections 7.14.1 and 7.14.4 of this Agreement, the principal amount of the Notes prepaid pursuant to Section 5.22 for 2.3.2(a)(ii) hereof, in each case with Net Cash Proceeds in respect of any issuance of Equity Cure Securities, shall not be deemed to have reduced Debt as of the Fiscal Quarter applicable Testing Date with respect to which the Financial Covenant Cure Amount is made. Net Proceeds of any such Equity Cure Securities are issued, but shall not be taken into account deemed to reduce Debt for cash netting purposes of calculating the covenants set forth in Section 7.14.4 for the Fiscal Quarter with respect to which the Financial Covenant Cure Amount is madeany subsequent Computation Period that includes such Testing Date.