Financial Cure Clause Samples

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII), upon (or in anticipation of) the Borrower’s failure to comply with Section 6.12(a) for any Fiscal Quarter, Holdings shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculation, the requirements of Section 6.12(a) would be satisfied, then the requirements of Section 6.12(a) shall be deemed satisfied as of the end of the relevant Fiscal Quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach of Section 6.12(a) that had occurred (or would have occurred) shall be deemed cured for all purposes under this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may be, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance with Section 6.12(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Inte...

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Section 10), upon the occurrence of an Event of Default as a result of failure to comply with Section 8.13(a) above for any Fiscal Quarter, Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 14 days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 7.1(a) or (b), as applicable) to issue equity (which shall be common equity, Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent)) for Cash or otherwise receive Cash contributions in respect of Capital Stock (the “Specified Equity Contribution”), and thereupon Borrower’s request, and its compliance with Section 8.13(a), shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated Shareholder’s Equity shall be increased solely for the purpose of determining compliance with Section 8.13(a)(i) as of the end of such Fiscal Quarter by an amount equal to the Specified Equity Contribution (but, for the avoidance of doubt, the calculation of Consolidated Tangible Net Worth pursuant to such NYDOCS02/1076196.5 47 adjustment shall not also taking into account any immediate repayment of Indebtedness in connection with the Specified Equity Contribution). (ii) Unencumbered Liquid Assets Ratio and Additional Unencumbered Liquid Assets Ratio shall be adjusted as of the end of such Quarter to reflect the Specified Equity Contribution (to the extent it (x) constitutes unencumbered Liquid Investments and, in the case of the Additional Unencumbered Liquid Assets Ratio, is held at or in an account of, the Borrower or any Guarantor or (y) has been used to repay the Term Loan). (iii) Consolidated Adjusted EBITDA shall be increased (notwithstanding the absence of a related add-back in the definition of “Consolidated Adjusted EBITDA”), solely for the purpose of determining compliance with Section 8.13(a)(iv) as of the end of such Fiscal Quarter and applicable subsequent periods that include such Fiscal Quarter, by an amount equal to the Specified Equity Contribution (but, for the avoidance of doubt, the calculation of the Consolidated Leverage Ratio pursuant to such adjustment shall not also taking into account any immediate repayment of Indebtedness in connection with the Specified Equity Contribution). If, following such adjustments,...

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article 7), if the Parent Borrower reasonably expects to fail (or has failed) to comply with Section 6.15(a) above for any Fiscal Quarter, the Parent Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue equity (which shall be common equity, Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article 7), in the event the Lead Borrower has failed to comply with Section 6.15(a) above for any Fiscal Quarter, the Lead Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of Qualified Capital Stock (the “Cure Amount”), and thereupon the Lead Borrower’s compliance with

Financial Cure. Notwithstanding anything to the contrary contained in Section 9.1, in the event that the Credit Parties fail to comply with one or more covenants contained in Section 7.13 (the “Financial Performance Covenants”) with respect to any Fiscal Quarter, after the end of such Fiscal Quarter until the expiration of the 10th day subsequent to the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenants are being measured are required to be delivered pursuant to Section 5.1(b) or (c), one or more investors shall have the right to make a Specified Equity Contribution to Borrower (collectively, the “Cure Right”), and upon the receipt by Borrower of cash (the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenants are being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the Financial Performance Covenants shall be recalculated giving effect to the following pro forma adjustments (but without regard to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Borrower and its Restricted Subsidiaries, and without netting the proceeds of the Cure Amount):

Financial Cure