Common use of Equity Cure Clause in Contracts

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that both (i) Borrower fails (or, but for the operation of this Section 10.12, would fail) to comply with the requirements of any of the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, as of the end of any fiscal quarter or year (each, a “Covenant Default”), and (ii) prior to the 10th day subsequent to the date the Compliance Certificate calculating the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable to the period covered by such certificate, is required to be delivered pursuant to Section 8.01(a) or (b) for such fiscal quarter or year, Borrower receives cash contributions to its capital from Parent in an amount sufficient to cause Borrower to be in compliance with the requirements of the covenants set forth in Section 9.08, 9.09 and 9.10 as provided below (the “Cure Right”), then upon receipt by Borrower of such cash (the “Cure Amount”), Borrower shall apply such Cure Amount as a mandatory prepayment, to be applied to the Loans in Lender’s sole discretion, and the Borrower shall recalculate the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased for the applicable fiscal quarter and any four quarter period that includes such fiscal quarter, solely for the purpose of measuring the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) If, after giving effect to the foregoing recalculations, Borrower shall then be in compliance with the requirements of the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, Borrower shall be deemed to have satisfied the requirements of the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, 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 covenant set forth in Sections 9.08, 9.09 or 9.10, shall be deemed not to have occurred or existed for the purposes of this Agreement. (b) During such 10-day period, Lender agrees that no actions may be taken in respect of the exercise of remedies under any provision of this Agreement with respect to the applicable Covenant Default. (c) Notwithstanding anything herein to the contrary, (i) the Cure Right shall not be exercised in more than two fiscal quarters during each four fiscal quarter period, and the Cure Right shall not be used in consecutive fiscal quarters, (ii) the Cure Amount shall be no greater than the amount required for purposes of complying with the applicable financial covenants in Sections 9.08, 9.09 or 9.10, (iii) no Indebtedness repaid with the proceeds of an equity issuance or contribution effected in connection with the exercise of a Cure Right pursuant to this Section 10.12 shall be deemed repaid for the purposes of calculating the applicable financial covenants specified in Sections 9.08, 9.09 or 9.10, to the extent applicable, for the periods for which the cure is being exercised and (iv) the Cure Right may be exercised no more than five times during the term of this Agreement. For the avoidance of any doubt, Lender shall not be required to advance Loans during such time any Event of Default exists that may be cured with the Cure Right, and until it is cured pursuant to the foregoing, an Event of Default shall be deemed to exist for all other purposes of this Agreement and the Credit Documents.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that both (i) Borrower fails (or, but for the operation of this Section 10.12, would fail) to comply with the requirements of any of the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, as of the end of any fiscal quarter or year (each, a “Covenant Default”), and (ii) prior to the 10th day subsequent to the date the Compliance Certificate calculating the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable to the period covered by such certificate, is required to be delivered pursuant to Section 8.01(a) or (b) for such fiscal quarter or year, Borrower receives cash contributions to its capital from Parent in an amount sufficient to cause Borrower to be in compliance with the requirements of the covenants set forth in Section 9.08, 9.09 and 9.10 as provided below (the “Cure Right”), then upon receipt by Borrower of such cash (the “Cure Amount”), Borrower shall apply the proceeds of such Cure Amount as either (1) a mandatory prepayment, to be applied to the Loans in Lender’s sole discretion or (2) a capital contribution by Parent to Borrower, with the proceeds to be applied towards the working capital of Borrower (such election between (1) and (2) to be made by Lender in its sole discretion). In each case, and the Borrower shall recalculate the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased for the applicable fiscal quarter and any four quarter period that includes such fiscal quarter, solely for the purpose of measuring the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) If, after giving effect to the foregoing recalculations, Borrower shall then be in compliance with the requirements of the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, Borrower shall be deemed to have satisfied the requirements of the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, 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 covenant set forth in Sections 9.08, 9.09 or 9.10, shall be deemed not to have occurred or existed for the purposes of this Agreement. (b) During such 10-day period, Lender agrees that no actions may be taken in respect of the exercise of remedies under any provision of this Agreement with respect to the applicable Covenant Default. (c) Notwithstanding anything herein to the contrary, (i) the Cure Right shall not be exercised in more than two fiscal quarters during each four any fiscal quarter period, and the Cure Right shall not be used in consecutive fiscal quartersyear, (ii) the Cure Amount shall be no greater than the amount required for purposes of complying with the applicable financial covenants in Sections 9.08, 9.09 or 9.10, (iii) no Indebtedness repaid with the proceeds of an equity issuance or contribution effected in connection with the exercise of a Cure Right pursuant to this Section 10.12 shall be deemed repaid for the purposes of calculating the applicable financial covenants specified in Sections 9.08, 9.09 or 9.10, to the extent applicable, for the periods for which the cure is being exercised and (iv) the Cure Right may be exercised no more than five times during the term of this Agreement. For the avoidance of any doubt, Lender shall not be required to advance Loans during such time any Event of Default exists that may be cured with the Cure Right, and until it is cured pursuant to the foregoing, an Event of Default shall be deemed to exist for all other purposes of this Agreement and the Credit Documents.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that both (i) Borrower fails (or, but for the operation of this Section 10.12, would fail) to comply with the requirements of any of the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, as of the end of any fiscal quarter or year (each, a “Covenant Default”), and (ii) prior to the 10th day subsequent to the date the Compliance Certificate calculating the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable to the period covered by such certificate, is required to be delivered pursuant to Section 8.01(a) or (b) for such fiscal quarter or year, Borrower receives cash contributions to its capital from Parent in an amount sufficient to cause Borrower to be in compliance with the requirements of the covenants set forth in Section 9.08, 9.09 and 9.10 as provided below (the “Cure Right”), then upon receipt by Borrower of such cash (the “Cure Amount”), Borrower shall apply the proceeds of such Cure Amount as either (1) a mandatory prepayment, to be applied to the Loans in Lender’s sole discretion or (2) a capital contribution by Parent to Borrower, with the proceeds to be applied towards the working capital of Borrower (such election between (1) and (2) to be made by ▇▇▇▇▇▇ in its sole discretion). In each case, and the Borrower shall recalculate the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased for the applicable fiscal quarter and any four quarter period that includes such fiscal quarter, solely for the purpose of measuring the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) If, after giving effect to the foregoing recalculations, Borrower shall then be in compliance with the requirements of the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, Borrower shall be deemed to have satisfied the requirements of the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, 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 covenant set forth in Sections 9.08, 9.09 or 9.10, shall be deemed not to have occurred or existed for the purposes of this Agreement. (b) During such 10-day period, Lender ▇▇▇▇▇▇ agrees that no actions may be taken in respect of the exercise of remedies under any provision of this Agreement with respect to the applicable Covenant Default. (c) Notwithstanding anything herein to the contrary, (i) the Cure Right shall not be exercised in more than two fiscal quarters during each four any fiscal quarter period, and the Cure Right shall not be used in consecutive fiscal quartersyear, (ii) the Cure Amount shall be no greater than the amount required for purposes of complying with the applicable financial covenants in Sections 9.08, 9.09 or 9.10, (iii) no Indebtedness repaid with the proceeds of an equity issuance or contribution effected in connection with the exercise of a Cure Right pursuant to this Section 10.12 shall be deemed repaid for the purposes of calculating the applicable financial covenants specified in Sections 9.08, 9.09 or 9.10, to the extent applicable, for the periods for which the cure is being exercised and (iv) the Cure Right may be exercised no more than five times during the term of this Agreement. For the avoidance of any doubt, Lender ▇▇▇▇▇▇ shall not be required to advance Loans during such time any Event of Default exists that may be cured with the Cure Right, and until it is cured pursuant to the foregoing, an Event of Default shall be deemed to exist for all other purposes of this Agreement and the Credit Documents.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this AgreementSection 8.1, in the event that both (i) the Borrower fails (or, but for the operation of this Section 10.128.4, would fail) to comply with the requirements of any of the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, Section 7.7 as of the end of any fiscal quarter or year quarter, then until the expiration of the tenth (each, a “Covenant Default”), and (ii10th) prior to the 10th day Business Day subsequent to the date the Compliance Certificate calculating the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable to the period covered by such certificate, Section 7.7 is required to be delivered pursuant to Section 8.01(a) or (b6.1(c) for such fiscal quarter quarter, Holdings shall have the right to issue Equity Interests (which Equity Interests will be common Equity Interests), indirectly through Parent, to the Investors for cash, or year, Borrower receives otherwise receive cash contributions to its capital from Parent the Investors, and, in an amount sufficient each case, to cause Borrower contribute any such cash as common equity to be in compliance with the requirements capital of the covenants set forth in Section 9.08Borrower (collectively, 9.09 and 9.10 as provided below (the “Cure Right”). During such 10-Business Day period, then upon the Administrative Agent and the Lenders agree that no actions may be taken in respect of the exercise of remedies under Sections 8.2 or 8.3 or under any other provision of this Agreement or any other Loan Document solely in respect of such failure to comply with the requirements set forth in Section 7.7. Upon the receipt by the Borrower of such cash (the “Cure Amount”), Borrower shall apply such Cure Amount as a mandatory prepayment, to be applied to the Loans in Lender’s sole discretion, and the Borrower shall recalculate the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, Section 7.7 giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased for the applicable fiscal quarter and any four quarter period that includes such fiscal quarter, solely for the purpose of measuring the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicableSection 7.7, and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) Ifif, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the covenants set forth in Sections 9.08Section 7.7, 9.09 or 9.10, to the extent applicable, Borrower shall be deemed to have satisfied the requirements of the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, Section 7.7 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 covenant set forth in Sections 9.08, 9.09 or 9.10, Section 7.7 that had occurred shall be deemed not to have occurred or existed cured for the purposes of this Agreement. (b) During such 10-day period, Lender agrees that no actions may be taken in respect of the exercise of remedies under any provision of this Agreement with respect to the applicable Covenant Default. (c) Notwithstanding anything herein to the contrary, (i) the Cure Right shall not be exercised in more than two (2) fiscal quarters during each four (4) fiscal quarter period, and the Cure Right shall not be used in consecutive fiscal quarters, (ii) the Cure Amount shall be no greater than the amount required for purposes of complying with the applicable financial covenants in Sections 9.08, 9.09 or 9.10Section 7.7, (iii) no Indebtedness repaid with the proceeds of an equity issuance or contribution effected in connection with the exercise of a Cure Right pursuant to this Section 10.12 8.4 shall be deemed repaid for the purposes of calculating the applicable financial covenants specified in Sections 9.08, 9.09 or 9.10, to the extent applicable, Section 7.7 for the periods fiscal quarter for which the cure is being exercised and exercised; provided, that any such Indebtedness repaid shall be taken into account for purposes of calculating the applicable financial covenants specified in Section 7.7 for subsequent fiscal quarters following the fiscal quarter during which such Cure Right is exercised, (iv) the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for purposes of determining any available basket under any covenant in Section 7, the calculation of the Applicable Margin at any time and/or compliance with (or meeting any required threshold under) the financial covenants set forth in Section 7.7 on a Pro Forma Basis for any other purpose of this Agreement, (v) the Cure Right may be exercised no more than five (5) times during the term of this AgreementAgreement and (vi) no Loans shall be required to be repaid with any Cure Amount (provided, that the Borrower may elect to repay Loans with such proceeds subject to clause (iii) above). For the avoidance of any doubt, Lender the Lenders shall not be required to advance Loans or to permit the Borrower to continue or convert Tranche Rate Loans during such time any Event of Default Defaults exists that may be cured with the Cure Right, and until it is cured pursuant to the foregoing, an Event of Default shall be deemed to exist for all other purposes of this Agreement and the Credit Loan Documents.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this AgreementSection 8.1, in the event that both (i) the Borrower fails (or, but for the operation of this Section 10.128.4, would fail) to comply with the requirements of any of the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, Section 7.7 as of the end of any fiscal quarter or year quarter, then until the expiration of the tenth (each, a “Covenant Default”), and (ii10th) prior to the 10th day Business Day subsequent to the date the Compliance Certificate calculating the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable to the period covered by such certificate, Section 7.7 is required to be delivered pursuant to Section 8.01(a) or (b6.1(c) for such fiscal quarter quarter, Holdings shall have the right to issue Equity Interests (which Equity Interests will be common Equity Interests), indirectly through Parent, to the Investors for cash, or year, Borrower receives otherwise receive cash contributions to its capital from Parent the Investors, and, in an amount sufficient each case, to cause Borrower contribute any such cash as common equity to be in compliance with the requirements capital of the covenants set forth in Section 9.08Borrower (collectively, 9.09 and 9.10 as provided below (the “Cure Right”). During such 10-Business Day period, then upon the Administrative Agent and the Lenders agree that no actions may be taken in respect of the exercise of remedies under Sections 8.2 or 8.3 or under any other provision of this Agreement or any other Loan Document solely in respect of such failure to comply with the requirements set forth in Section 7.7. Upon the receipt by the Borrower of such cash (the “Cure Amount”), Borrower shall apply such Cure Amount as a mandatory prepayment, to be applied to the Loans in Lender’s sole discretion, and the Borrower shall recalculate the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, Section 7.7 giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased for the applicable fiscal quarter and any four quarter period that includes such fiscal quarter, solely for the purpose of measuring the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicableSection 7.7, and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) Ifif, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the covenants set forth in Sections 9.08Section 7.7, 9.09 or 9.10, to the extent applicable, Borrower shall be deemed to have satisfied the requirements of the covenants set forth in Sections 9.08, 9.09 or 9.10, to the extent applicable, Section 7.7 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 covenant set forth in Sections 9.08, 9.09 or 9.10, Section 7.7 that had occurred shall be deemed not to have occurred or existed cured for the purposes of this Agreement. (b) During such 10-day period, Lender agrees that no actions may be taken in respect of the exercise of remedies under any provision of this Agreement with respect to the applicable Covenant Default. (c) Notwithstanding anything herein to the contrary, (i) the Cure Right shall not be exercised in more than two (2) fiscal quarters during each four (4) fiscal quarter period, and the Cure Right shall not be used in consecutive fiscal quarters, (ii) the Cure Amount shall be no greater than the amount required for purposes of complying with the applicable financial covenants in Sections 9.08, 9.09 or 9.10Section 7.7, (iii) no Indebtedness repaid with the proceeds of an equity issuance or contribution effected in connection with the exercise of a Cure Right pursuant to this Section 10.12 8.4 shall be deemed repaid for the purposes of calculating the applicable financial covenants specified in Sections 9.08, 9.09 or 9.10, to the extent applicable, Section 7.7 for the periods fiscal quarter for which the cure is being exercised and exercised; provided, that any such Indebtedness repaid shall be taken into account for purposes of calculating the applicable financial covenants specified in Section 7.7 for subsequent fiscal quarters following the fiscal quarter during which such Cure Right is exercised, (iv) the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for purposes of determining any available basket under any covenant in Section 7, the calculation of the Applicable Margin at any time and/or compliance with (or meeting any required threshold under) the financial covenants set forth in Section 7.7 on a Pro Forma Basis for any other purpose of this Agreement, (v) the Cure Right may be exercised no more than five (5) times during the term of this AgreementAgreement and (vi) no Loans shall be required to be repaid with any Cure Amount (provided, that the Borrower may elect to repay Loans with such proceeds subject to clause (iii) above). For the avoidance of any doubt, Lender the Lenders shall not be required to advance Loans or to permit the Borrower to continue or convert Eurodollar Loans during such time any Event of Default Defaults exists that may be cured with the Cure Right, and until it is cured pursuant to the foregoing, an Event of Default shall be deemed to exist for all other purposes of this Agreement and the Credit Loan Documents.