Common use of Equity Right to Cure Clause in Contracts

Equity Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.1, in the event of any Event of Default under the covenant set forth in Section 6.16, Section 6.17 or Section 6.18 and until the expiration of the tenth (10th) Business Day after the date on which financial statements are required to be delivered pursuant to Section 5.2(a) or (b) and the corresponding Compliance Certificate is required to be delivered pursuant to Section 5.2(f) with respect to the applicable fiscal quarter hereunder, the Borrower may sell or issue common Equity Interests of the Borrower to any of the Equity Interest holders (to the extent such transaction would not result in a Change in Control) and apply the proceeds of such issuance of Equity Interests to, as applicable, increase EBITDAX and increase consolidated current assets (such application, a “Covenant Cure Payment”); provided that (i) the proceeds of such issuance of Equity Interests is actually received by Borrower no later than ten (10) Business Days after the date on which financial statements are required to be delivered pursuant to Section 5.2(a) or (b) and the corresponding Compliance Certificate is required to be delivered pursuant to Section 5.2(f) with respect to such fiscal quarter hereunder and (ii) the amount of the Covenant Cure Payment shall not exceed the greatest of (A) the amount necessary to bring the Borrower into compliance with Section 6.16, if any, (B) the amount necessary to bring the Borrower into compliance with Section 6.17, if any, and (C) the amount necessary to bring the Borrower into compliance with Section 6.18, if any (it being understood that such Covenant Cure Payment may be deemed to cure each financial covenant that is breached in the same quarter, even if multiple financial covenants are breach in such quarter, but the amount of such Covenant Cure Payment deemed to so apply to the applicable financial covenant shall not exceed the minimum amount necessary to cure such financial covenant breach and that, in demonstrating compliance with each financial covenant, only the minimum amount necessary to cure such financial covenant shall be included in the calculation for such financial covenant). For the avoidance of doubt, the Borrower may apply a Covenant Cure Payment to both increase EBITDAX and increase current assets in the same fiscal quarter, and the utilization of the Covenant Cure Payment to cure any or all of the covenants set forth in Section 6.16, Section 6.17, and Section 6.18, as applicable, in the same fiscal quarter shall be considered one utilization of the equity cure provided for in this Section 7.7. Subject to the terms set forth above and the terms in clause (b) and (c) below, upon (A) application of the proceeds of such issuance of Equity Interests as provided above within the ten (10) Business Day period described above in such amounts sufficient to cure the Events of Default under the covenants set forth in Section 6.16, Section 6.17 and Section 6.18, as applicable, and (B) delivery of an updated Compliance Certificate executed by a Responsible Officer of the Borrower to the Administrative Agent reflecting compliance with the covenants set forth in Section 6.16, Section 6.17 and Section 6.18, as applicable, such Events of Default shall be deemed cured and no longer in existence. (b) The parties hereby acknowledge and agree that this Section 7.7 may not be relied on for purposes of calculating any financial ratios or other conditions or compliances other than the financial covenants set forth in Section 6.16, Section 6.17, and Section 6.18 and shall not result in any adjustment to any amounts (including, for the avoidance of doubt, any decreases to Debt or decreases to current liabilities with the proceeds of such issuance of Equity Interests) other than the amount of EBITDAX referred to in Section 7.7(a) above for purposes of determining the Borrower’s compliance with Section 6.16 and Section 6.18, as applicable, and the amount of current assets referred to in Section 7.7(a) above for purposes of determining the Borrower’s compliance with Section 6.17. To the extent a Covenant Cure Payment is applied to increase EBITDAX, such Covenant Cure Payment shall only be taken into account in connection with the calculations of the covenant contained in Section 6.16 and Section 6.18 as of a particular fiscal quarter end and any subsequent calculations of such covenants which contain such particular fiscal quarter as part of its trailing twelve month period or trailing four quarter period. (c) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in this Section 7.7 is made. Furthermore, the Borrower may not utilize more than four cures provided in this Section 7.7.

Equity Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.1, in the event of any Event of Default under the covenant set forth in Section 6.16, Section 6.17 or Section 6.18 6.16 and until the expiration of the tenth (10th) Business Day after the date on which financial statements are required to be delivered pursuant to Section 5.2(a) or (b) and the corresponding Compliance Certificate is required to be delivered pursuant to Section 5.2(f) with respect to the applicable fiscal quarter hereunder, the Borrower Parent may (in accordance with applicable law) sell or issue common Equity Interests of the Borrower Parent to any of the Equity Interest holders Person that is not a Credit Party (to the extent such transaction would not result in a Change in Control) and or otherwise obtain cash capital contributions on account of common Equity Interests and, in either case, apply the proceeds of such issuance of Equity Interests to, as applicable, increase Consolidated EBITDAX and increase consolidated current assets (such application, a “Covenant Cure Payment”); provided that (i) the proceeds of such issuance of Equity Interests or cash capital contribution, as applicable, is actually received by Borrower the Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered pursuant to Section 5.2(a) or (b) and the corresponding Compliance Certificate is required to be delivered pursuant to Section 5.2(f) with respect to such fiscal quarter hereunder and (ii) the amount of the Covenant Cure Payment shall not exceed the greatest of (A) the amount necessary to bring the Borrower into compliance with Section 6.16, if any, (B) the amount necessary to bring the Borrower into compliance with Section 6.17, if any, and (C) the amount necessary to bring the Borrower into compliance with Section 6.18, if any (it being understood that such Covenant Cure Payment may be deemed to cure each financial covenant that is breached in the same quarter, even if multiple financial covenants are breach in such quarter, but the amount of such Covenant Cure Payment deemed to so apply to the applicable financial covenant shall not exceed the minimum amount necessary to cure such financial covenant breach and that, in demonstrating compliance with each financial covenant, only the minimum amount necessary to cure such financial covenant shall be included in the calculation for such financial covenant). For the avoidance of doubt, the Borrower may apply a Covenant Cure Payment to both increase EBITDAX and increase current assets in the same fiscal quarter, and the utilization of the Covenant Cure Payment to cure any or all of the covenants set forth in Section 6.16, Section 6.17, and Section 6.18, as applicable, in the same fiscal quarter shall be considered one utilization of the equity cure provided for in this Section 7.7. Subject to the terms set forth above and the terms in clause (b) and (c) below, upon (A) application of the proceeds of such issuance of Equity Interests or cash capital contribution, as applicable, as provided above within the ten (10) Business Day period described above in such amounts sufficient to cure the Events of Default under the covenants covenant set forth in Section 6.16, Section 6.17 and Section 6.18, as applicable, and (B) delivery of an updated Compliance Certificate executed by a Responsible Officer of the Borrower to the Administrative Agent reflecting compliance with the covenants covenant set forth in Section 6.16, Section 6.17 and Section 6.18, as applicable, such Events of Default shall be deemed cured and no longer in existence. For the avoidance of doubt, the amount of any Covenant Cure Payment made in accordance with the terms of this Section 7.7 shall be deemed to increase EBITDAX by a like amount for purposes of calculating the Leverage Ratio for the relevant fiscal quarter. (b) The parties hereby acknowledge and agree that this Section 7.7 may not be relied on for purposes of calculating any financial ratios or other conditions or compliances other than the financial covenants covenant set forth in Section 6.16, Section 6.17, and Section 6.18 6.16 and shall not result in any adjustment to any amounts (including, for the avoidance of doubt, any decreases decrease to Debt or decreases to current liabilities with the proceeds of such issuance of Equity InterestsInterests or other cash capital contribution, as applicable) other than the amount of Consolidated EBITDAX referred to in Section 7.7(a) above for purposes of determining the Borrower’s compliance with Section 6.16 and Section 6.18, as applicable, and the amount of current assets referred to in Section 7.7(a) above for purposes of determining the Borrower’s compliance with Section 6.176.16. To the extent a Covenant Cure Payment is applied to increase Consolidated EBITDAX, such Covenant Cure Payment shall only be taken into account in connection with the calculations of the covenant contained in Section 6.16 and Section 6.18 as of a particular fiscal quarter end and any subsequent calculations of such covenants which contain such particular fiscal quarter as part of its trailing twelve month period or trailing four quarter period. (c) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in this Section 7.7 is made. Furthermore, the Borrower Parent may not utilize more than four five cures provided in this Section 7.77.7 during the duration of this Agreement.

Equity Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.1, in the event of any Event of Default under the covenant set forth in Section 6.16, 6.16 or Section 6.17 or Section 6.18 and until the expiration of the tenth (10th) Business Day after the date on which financial statements are required to be delivered pursuant to Section 5.2(a) or (b) and the corresponding Compliance Certificate is required to be delivered pursuant to Section 5.2(f) with respect to the applicable fiscal quarter hereunder, the Borrower Parent may sell or issue common Equity Interests of the Borrower Parent to any of the Equity Interest holders (to the extent such transaction would not result in a Change in Control) and or otherwise obtain cash capital contributions on account of common Equity Interests and, in either case, apply the proceeds of such issuance of Equity Interests to, as applicable, increase EBITDAX and increase consolidated current assets (such application, a “Covenant Cure Payment”); provided that (i) the proceeds of such issuance of Equity Interests or cash capital contribution, as applicable, is actually received by Borrower no later than ten (10) Business Days after the date on which financial statements are required to be delivered pursuant to Section 5.2(a) or (b) and the corresponding Compliance Certificate is required to be delivered pursuant to Section 5.2(f) with respect to such fiscal quarter hereunder and (ii) the amount of the Covenant Cure Payment shall not exceed the greatest of (A) the amount necessary to bring the Borrower Parent into compliance with Section 6.16, if any, and (B) the amount necessary to bring the Borrower into compliance with Section 6.17, if any, and (C) the amount necessary to bring the Borrower into compliance with Section 6.18, if any (it being understood that such Covenant Cure Payment may be deemed to cure each financial covenant that is breached in the same quarter, even if multiple financial covenants are breach breached in such quarter, but the amount of such Covenant Cure Payment deemed to so apply to the applicable financial covenant shall not exceed the minimum amount necessary to cure such financial covenant breach and that, in demonstrating compliance with each financial covenant, only the minimum amount necessary to cure such financial covenant shall be included in the calculation for such financial covenant). For the avoidance of doubt, the Borrower Parent may apply a Covenant Cure Payment to both increase EBITDAX and increase current assets in the same fiscal quarter, and the utilization of the Covenant Cure Payment to cure any or all of the covenants set forth in Section 6.16, 6.16 and Section 6.17, and Section 6.18, as applicable, in the same fiscal quarter shall be considered one utilization of the equity cure provided for in this Section 7.7. Subject to the terms set forth above and the terms in clause (b) and (c) below, upon (A) application of the proceeds of such issuance of Equity Interests or cash capital contribution, as applicable, as provided above within the ten (10) Business Day period described above in such amounts sufficient to cure the Events of Default under the covenants set forth in Section 6.16, Section 6.17 6.16 and Section 6.186.17, as applicable, and (B) delivery of an updated Compliance Certificate executed by a Responsible Officer of the Borrower Parent to the Administrative Agent reflecting compliance with the covenants set forth in Section 6.16, Section 6.17 6.16 and Section 6.186.17, as applicable, such Events of Default shall be deemed cured and no longer in existence. (b) The parties hereby acknowledge and agree that this Section 7.7 may not be relied on for purposes of calculating any financial ratios or other conditions or compliances other than the financial covenants set forth in Section 6.16, Section 6.17, 6.16 and Section 6.18 6.17 and shall not result in any adjustment to any amounts (including, for the avoidance of doubt, any decreases to Debt or decreases to current liabilities with the proceeds of such issuance of Equity InterestsInterests or other cash capital contribution, as applicable) other than the amount of EBITDAX referred to in Section 7.7(a) above for purposes of determining the BorrowerParent’s compliance with Section 6.16 and Section 6.18, as applicable6.16, and the amount of current assets referred to in Section 7.7(a) above for purposes of determining the Borrower’s compliance with Section 6.17. To the extent a Covenant Cure Payment is applied to increase EBITDAX, such Covenant Cure Payment shall only be taken into account in connection with the calculations of the covenant contained in Section 6.16 and Section 6.18 as of a particular fiscal quarter end and any subsequent calculations of such covenants which contain such particular fiscal quarter as part of its trailing twelve month period or trailing four quarter period. (c) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in this Section 7.7 is made. Furthermore, the Borrower Parent may not utilize more than four cures provided in this Section 7.7.

Equity Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.1, in the event of any Event of Default under the covenant set forth in Section 6.16, Section 6.17 6.15 or Section 6.18 6.16 and until the expiration of the tenth (10th) Business Day after the date on which financial statements are required to be delivered pursuant to Section 5.2(a) or (b) and the corresponding Compliance Certificate is required to be delivered pursuant to Section 5.2(f) with respect to the applicable fiscal quarter hereunder, the US Borrower may sell or issue common Equity Interests of the US Borrower to any of the Equity Interest holders (to the extent such transaction would not result in a Change in Control) and apply the proceeds of such issuance of Equity Interests to, as applicable, increase EBITDAX and Issuance Proceeds thereof to increase consolidated current assets EBITDA of the US Borrower with respect to such applicable quarter (and include it as consolidated EBITDA in such application, a “Covenant Cure Payment”quarter for any four fiscal quarter period including such quarter); provided that (i) the proceeds of such issuance of Equity Interests is Issuance Proceeds are actually received by the US Borrower no later than ten (10) Business Days after the date on which financial statements are required to be delivered pursuant to Section 5.2(a) or (b) and the corresponding Compliance Certificate is required to be delivered pursuant to Section 5.2(f) with respect to such fiscal quarter hereunder and (ii) the amount of the Covenant Cure Payment such Equity Issuance Proceeds included as consolidated EBITDA for any such fiscal quarter shall not exceed the greatest of (A) the amount necessary to bring cause the Borrower into compliance with Section 6.16, if any, (B) the amount necessary to bring the Borrower into compliance with Section 6.17, if any, and (C) the amount necessary to bring the Borrower into compliance with Section 6.18, if any (it being understood that such Covenant Cure Payment may be deemed to cure each financial covenant that is breached in the same quarter, even if multiple financial covenants are breach in such quarter, but the amount of such Covenant Cure Payment deemed to so apply maximum Leverage Ratio or Interest Coverage Ratio on a pro forma basis after giving effect to the cure provided herein, for any applicable financial covenant shall not exceed the minimum amount necessary period to cure such financial covenant breach and thatbe 1.00x greater than, in demonstrating compliance with each financial covenant, only the minimum amount necessary to cure such financial covenant shall be included in the calculation for such financial covenant). For the avoidance of doubt, the Borrower may apply a Covenant Cure Payment to both increase EBITDAX and increase current assets in the same fiscal quarter, and the utilization of the Covenant Cure Payment to cure any or all of the covenants set forth in Section 6.16, Section 6.17, and Section 6.18less than, as applicable, in the same fiscal quarter shall be considered one utilization of the equity cure provided for in this then required levels under Section 7.76.15 and Section 6.16. Subject to the terms set forth above and the terms in clause (b) and (c) below, upon (A) application of the proceeds of such issuance of Equity Interests Issuance Proceeds as provided above within the ten (10) Business Day period described above in such amounts sufficient to cure the Events of Default under the covenants covenant set forth in Section 6.15 or Section 6.16, Section 6.17 and Section 6.18, as applicable, and (B) delivery of an updated Compliance Certificate executed by a Responsible Officer of the US Borrower to the US Administrative Agent reflecting compliance with the covenants set forth in Section 6.15 and Section 6.16, Section 6.17 and Section 6.18, as applicable, such Events of Default shall be deemed cured and no longer in existence. (b) The parties hereby acknowledge and agree that this Section 7.7 may not be relied on for purposes of calculating any financial ratios or other conditions or compliances other than the financial covenants Leverage Ratio or Interest Coverage Ratio covenant set forth in Section 6.16, 6.15 or Section 6.17, and Section 6.18 6.16 and shall not result in any adjustment to any amounts (including, for the avoidance of doubt, any decreases to Debt that is prepaid or decreases to current liabilities repaid with the proceeds of such issuance of Equity InterestsIssuance Proceeds) other than the amount of EBITDAX the consolidated EBITDA referred to in Section 7.7(a) above for purposes of determining the US Borrower’s compliance with Section 6.16 and 6.15 or Section 6.18, as applicable, and the amount of current assets referred to in Section 7.7(a) above for purposes of determining the Borrower’s compliance with Section 6.17. To the extent a Covenant Cure Payment is applied to increase EBITDAX, such Covenant Cure Payment shall only be taken into account in connection with the calculations of the covenant contained in Section 6.16 and Section 6.18 as of a particular fiscal quarter end and any subsequent calculations of such covenants which contain such particular fiscal quarter as part of its trailing twelve month period or trailing four quarter period6.16. (c) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in this Section 7.7 is made. Furthermore, the US Borrower may not utilize more than four five cures provided in this Section 7.7.

Equity Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.110.01, in the event of any Event of Default under the covenant set forth in Section 6.16, Section 6.17 or Section 6.18 9.01 and until the expiration of the tenth (10th) Business Day after the date on which financial statements are required to be delivered pursuant to Section 5.2(a8.01(a) or (b) and the corresponding Compliance Certificate is required to be delivered pursuant to Section 5.2(f8.01(c) with respect to the applicable fiscal quarter hereunder, the Borrower Parent may (in accordance with applicable law) sell or issue common Equity Interests of the Borrower Parent to any of the Equity Interest holders Person that is not a Loan Party (to the extent such transaction would not result in a Change in Control) and or otherwise obtain cash capital contributions on account of common Equity Interests and, in either case, apply the proceeds of such issuance of Equity Interests to, as applicable, increase EBITDAX and increase consolidated current assets (such application, a “Covenant Cure Payment”); provided that (i) the proceeds of such issuance of Equity Interests or cash capital contribution, as applicable, is actually received by Borrower the Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered pursuant to Section 5.2(a8.01(a) or (b) and the corresponding Compliance Certificate is required to be delivered pursuant to Section 5.2(f8.01(c) with respect to such fiscal quarter hereunder and (ii) the amount of the Covenant Cure Payment shall not exceed the greatest of (A) the amount necessary to bring the Borrower into compliance with Section 6.169.01, if any, (B) the amount necessary to bring the Borrower into compliance with Section 6.17, if any, and (C) the amount necessary to bring the Borrower into compliance with Section 6.18, if any (it being understood that such Covenant Cure Payment may be deemed to cure each financial covenant that is breached in the same quarter, even if multiple financial covenants are breach in such quarter, but the amount of such Covenant Cure Payment deemed to so apply to the applicable financial covenant shall not exceed the minimum amount necessary to cure such financial covenant breach and that, in demonstrating compliance with each financial covenant, only the minimum amount necessary to cure such financial covenant shall be included in the calculation for such financial covenant). For the avoidance of doubt, the Borrower may apply a Covenant Cure Payment to both increase EBITDAX and increase current assets in the same fiscal quarter, and the utilization of the Covenant Cure Payment to cure any or all of the covenants set forth in Section 6.16, Section 6.17, and Section 6.18, as applicable, in the same fiscal quarter shall be considered one utilization of the equity cure provided for in this Section 7.7. Subject to the terms set forth above and the terms in clause (bSection 10.03(b) and (c) below, upon (A) application of the proceeds of such issuance of Equity Interests or cash capital contribution, as applicable, as provided above within the ten (10) Business Day period described above in such amounts sufficient to cure the Events of Default under the covenants covenant set forth in Section 6.16, Section 6.17 and Section 6.18, as applicable9.01, and (B) delivery of an updated Compliance Certificate executed by a Responsible Officer of the Borrower to the Administrative Agent reflecting compliance with the covenants covenant set forth in Section 6.16, Section 6.17 and Section 6.189.01, as applicable, such Events of Default shall be deemed cured and no longer in existence. For the avoidance of doubt, the amount of any Covenant Cure Payment made in accordance with the terms of this Section 10.03 shall be deemed to increase EBITDAX by a like amount for purposes of calculating the Leverage Ratio for the relevant fiscal quarter. (b) The parties hereby acknowledge and agree that this Section 7.7 10.03 may not be relied on for purposes of calculating any financial ratios or other conditions or compliances other than the financial covenants covenant set forth in Section 6.16, Section 6.17, and Section 6.18 9.01 and shall not result in any adjustment to any amounts (including, for the avoidance of doubt, any decreases decrease to Debt or decreases to current liabilities with the proceeds of such issuance of Equity InterestsInterests or other cash capital contribution, as applicable) other than the amount of EBITDAX referred to in Section 7.7(a10.01(a) above for purposes of determining the Borrower’s compliance with Section 6.16 and Section 6.18, as applicable, and the amount of current assets referred to in Section 7.7(a) above for purposes of determining the Borrower’s compliance with Section 6.179.01. To the extent a Covenant Cure Payment is applied to increase EBITDAX, such Covenant Cure Payment shall only be taken into account in connection with the calculations of the covenant contained in Section 6.16 and Section 6.18 9.01 as of a particular fiscal quarter end and any subsequent calculations of such covenants which contain such particular fiscal quarter as part of its trailing twelve month period or trailing four quarter period. (c) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in this Section 7.7 10.03 is made. Furthermore, the Borrower Parent may not utilize more than four five cures provided in this Section 7.710.03 during the duration of this Agreement.