Right to Cure Financial Covenants. For purposes of determining compliance with the Financial Covenants set forth in Section 7.11, any Net Equity Proceeds of Borrower (or of PBF LLC that have been contributed to the Borrower as common equity or other equity on terms and conditions reasonably acceptable to the Administrative Agent on or prior to the day that is ten (10) Business Days (the “Last Cure Date”) after the day on which financial statements are required to be delivered for a fiscal quarter will, at the request of the Borrower, be included in the calculation of Consolidated EBITDA for such fiscal quarter for the purposes of determining compliance with such financial covenant for the Measurement Period as at the end of such fiscal quarter and any applicable subsequent Measurement Periods that include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”), provided that (i) in each four (4) fiscal quarter periods, there shall be at least two (2) fiscal quarters in respect of which no Specified Equity Contribution is made, (ii) there shall be no more than five (5) Specified Equity Contributions over the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no greater than 100% of the amount required to cause the Loan Parties to be in compliance with the financial covenants set forth in this Agreement, (iv) all Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents, including any determination of any baskets (including exceptions that are increased by the amount of Net Equity Proceeds), tests, pro forma tests or Consolidated EBITDA add-backs, (v) there shall be no pro forma or other reduction in Consolidated Funded Indebtedness with any Specified Equity Contributions for determining compliance with Section 7.11 for the fiscal quarter with respect to which such Specified Equity Contribution was made and (vi) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of Section 7.11, the Borrower shall be deemed to have satisfied the requirements of Section 7.11 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 Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement. If notice has been delivered to the Administrative Ag...
Right to Cure Financial Covenants. (i) Notwithstanding anything to the contrary contained in Section 5.04(a) or (b), if the Parent fails to comply with the requirements of either covenant set forth in Section 5.04(a) or (b) (the “Financial Covenants”), then until the 10th calendar day after delivery of the related certificate pursuant to Section 5.03(b) or (c) Parent shall have the right to issue capital stock for cash or otherwise receive cash contributions in an aggregate amount equal to or greater than the amount that, if added to EBITDA for the relevant Measurement Period, would have been sufficient to cause compliance with the Financial Covenants for such Measurement Period (an “Equity Cure”).
Right to Cure Financial Covenants. Notwithstanding anything to the contrary contained in this Agreement, in the event that the Borrowers fail to comply with the requirements of any financial covenant set forth in Section 7.2.4, Holdings shall have the right, no later than five days following the delivery of the related Compliance Certificate pursuant to clause (c) of Section 7.1.1 with respect to the applicable Fiscal Quarter, to issue Capital Securities for its common stock for cash or otherwise receive cash contributions to the capital of Holdings, in either case in an aggregate amount (the “Cure Amount”) not in excess of the lesser of (x) the minimum amount necessary to cure the relevant failure to comply with such financial covenant or (y) $3,000,000, the net cash proceeds of which shall be contributed to the common equity capital of the Borrowers (collectively, the “Cure Right”), and upon the receipt by Holdings of the Cure Amount pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments:
Right to Cure Financial Covenants. Notwithstanding anything to the contrary contained in Section 9.1, in the event that the Borrower Parties fail to comply with the Financial Covenants (other than the financial covenant provided in Section 8.9), until the fifth Business Day subsequent to delivery of the related Compliance Certificate, Camping World may request that any cash common equity contribution made to Camping World by the holders of its Equity Interests in the past thirty (30) days in an aggregate amount not to exceed the lesser of (i) the amount required for purposes of complying with the Financial Covenants and (ii) $1,000,000, be included in the calculation of EBITDA for such fiscal month and eleven (11) consecutive subsequent fiscal months (the ability of Camping World to make such request, the “Cure Right”, and such cash common equity contribution amount received by Company, the “Cure Amount”, and such twelve (12) month period, the “Cure Period”). The Cure Right (i) may be exercised on no more than two (2) occasions in the aggregate since the Agreement Date and (ii) having been exercised once, may only be exercised a second time if at least six (6) consecutive fiscal months have passed. Pursuant to the exercise by Camping World of such Cure Right, the Financial Covenants and the calculations for purposes of Section 8.4 (but not the relevant ratio as it relates to any other covenant) shall be recalculated giving effect to the following pro forma adjustments:
Right to Cure Financial Covenants. (i) Notwithstanding anything to the contrary contained in Section 7.1 or 7.2, if the Borrowers fail to comply with the requirements of the covenants set forth in Section 6.14 (the “Financial Covenants”), then until the 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter under Section 5.1(a) or Section 5.1(b) (the “Cure Period”), the Borrowers shall have the right (the “Cure Right”) to give written notice (the “Cure Notice”) to the Administrative Agent of its intent to issue Capital Stock (that is not Redeemable Stock) for cash or otherwise receive cash capital contributions in respect of Capital Stock in an amount that, if added to EBITDA for the relevant testing period, would have been sufficient to cause compliance with the Financial Covenants for such period (an “Equity Cure”) (for the avoidance of doubt, nothing in this Section 7.3 shall prevent the Borrowers from issuing Capital Stock for cash in an aggregate amount in excess of the amount sufficient to cause compliance with the Financial Covenants) (the “Specified Equity Contribution”); provided that:
Right to Cure Financial Covenants. (i) Notwithstanding anything to the contrary contained in Section 8.04(a) or (b), if the Borrower fails to comply with the requirements of either covenant set forth in Section 8.04(a) or (b) (the “Financial Covenants”), then, prior to the consummation of a Qualified MLP IPO, until the 10th day after delivery of the related certificate pursuant to Section 8.03(b) or (c), the Borrower shall have the right to issue Capital Stock to Holdings for Cash or otherwise receive Cash capital contributions from Holdings in an aggregate amount equal to the amount that, if added to EBITDA for the relevant Measurement Period, would have been sufficient to cause compliance with the Financial Covenants for such Measurement Period (an “Equity Cure”).
Right to Cure Financial Covenants. (i) Notwithstanding anything to the contrary contained in Section 5.04(a) or (b), if the Loan Parties fail to comply with the requirements of either covenant set forth in Section 5.04(a) or (b) (the “Financial Covenants”), then until the 10th calendar day after delivery of the related certificate pursuant to Section 5.03(b) or (c), the Borrower shall have the right to receive cash contributions from EBG Holdings in an aggregate amount equal to or greater than the amount that, if added to Consolidated Adjusted EBITDA for the relevant Fiscal Quarter, would have been sufficient to cause compliance with the Financial Covenants for such Fiscal Quarter (an “Equity Cure”).
Right to Cure Financial Covenants. (i) Notwithstanding anything to the contrary contained in Section 5.04(a) or (b), if the Borrower and the Guarantors fail to comply with the requirements of either covenant set forth in Section 5.04(a) or (b) (the “Financial Covenants”), then until the 10th calendar day after delivery of the related certificate pursuant to Section 5.03(b) or (c), the Borrower shall have the right to issue capital stock for cash or otherwise receive cash contributions in an aggregate amount equal to or greater than the amount that, if added to EBITDA for the relevant Measurement Period, would have been sufficient to cause compliance with the Financial Covenants for such Measurement Period (an “Equity Cure”).
Right to Cure Financial Covenants. (i) Notwithstanding anything to the contrary contained in Section 7.11(a), (b) or (c), if the Borrower fails to comply with the requirements of any covenant set forth in Section 7.11(a), (b) or (c) (the “Financial Covenants”), then until the 10th calendar day after delivery of the Compliance Certificate pursuant to Section 6.02(b), the Borrower shall have the right to give written notice (the “Cure Notice”) to the Administrative Agent of its intent to issue Equity Interests for cash or otherwise receive cash capital contributions in an amount not to exceed 100% of an amount that, if added to EBITDA for the relevant testing period, would have been sufficient to cause compliance with the Financial Covenants (the “Cure Amount”) for such period (an “Equity Cure”). For the avoidance of doubt, nothing in this Section 7.11(d) shall prevent the Borrower from issuing Equity Interests for cash in an aggregate amount in excess of the amount sufficient to cause compliance with the Financial Covenants for the relevant testing period; provided that such excess to the extent it exceeds 100% of the Cure Amount shall not be added to EBITDA for the purpose of calculating compliance with the Financial Covenants or any other purpose.
Right to Cure Financial Covenants. (i) Notwithstanding anything to the contrary contained in Section 5.04(a) or (b), if the Borrower and the Guarantors fail to comply with the requirements of either covenant set forth in Section 5.04(a) or (b) (the “Financial Covenants”), then until the 10th calendar day after delivery of the related LSP Gen Finance Special L/C Facility Agreement certificate pursuant to Section 5.03(b) or (c), the Borrower shall have the right to issue capital stock for cash or otherwise receive cash contributions in an aggregate amount equal to or greater than the amount that, if added to EBITDA for the relevant Measurement Period, would have been sufficient to cause compliance with the Financial Covenants for such Measurement Period (an “Equity Cure”).
