Common use of Equity Cure Clause in Contracts

Equity Cure. (a) The Company shall have the right to cure any breach of the requirements in Clause 24.2 (Financial condition) in relation to a Relevant Period by giving notice to the Agent and receiving the proceeds by no later than the date falling 15 Business Days after the earlier of (x) the last date for the delivery of the financial statements and the related Compliance Certificate in accordance with Clause 23.2 (Provisions and contents of Compliance Certificate) and (y) delivery of such financial statements and Compliance Certificate in respect of that Relevant Period (the “Required Date”) of a New Investment, provided that such right to cure may not be exercised (i) in respect of consecutive Relevant Periods and (ii) more than three times during the life of the Facility. The notice shall be accompanied by a revised Compliance Certificate indicating compliance with the requirements of Clause 24.2 (Financial condition) in respect of the Relevant Period. (b) The net proceeds of the New Investment must be received by the Company no later than the Required Date and all of the net cash proceeds of the New Investment so received shall be applied by the Company promptly (and in any event within five (5) Business Days of the Company’s receipt thereof) in permanent reduction of Total Outstandings under the Facility (and for the avoidance of doubt the Commitments under the Facility will be cancelled correspondingly) provided that no such reduction and/or cancellation shall be required in respect of such Commitments under the Facility for any amounts of any New Investment applied in accordance with clause 24.5(b) (Equity Cure) of the SSRCF. (c) In recalculating the Drawn Gross Leverage Ratio for that Relevant Period pursuant to paragraph (a) above, the net cash proceeds of such New Investment received by the Company shall be deducted from Total Outstandings under the Facility and shall be deemed to have been received immediately prior to the last day of that Relevant Period. (d) For the avoidance of doubt, any cure rights exercised will only have the effect of curing the relevant breach under this Clause 24 and will have no other effect (such as relating to the calculation of Margin). (e) If the Company exercises it right under paragraph (a) above, then notwithstanding any provision in Schedule 15 (Incurrence Covenants Schedule) to the contrary, for one year after that Required Date it will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, (A) declare or pay any dividend or make any other payment or distribution on account of the Company’s Equity Interests (as defined in Schedule 15 (Incurrence Covenants Schedule) (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries)) or to the direct or indirect holder of the Company’s Equity Interests in their capacity as such; (B) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent entity of the Company; (C) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire for value any Subordinated Shareholder Debt (as defined in Schedule 15 (Incurrence Covenants Schedule)); or (D) make any Restricted Investment in an Affiliate (as defined in Schedule 15 (Incurrence Covenants Schedule)), provided that the Company may continue to make payments permitted under Paragraph (j) of section 2.3 (Restricted Payments) of Schedule 15 (Incurrence Covenants Schedule).

Equity Cure. (a) The If, as at the end of any Relevant Period, the Company shall have the right to cure any is in breach of the requirements in its obligations under one or more of paragraphs (a), (b) or (c) of Clause 24.2 22.2 (Financial condition), the Company shall be entitled to remedy that breach by applying the proceeds of New Shareholder Injections in or towards prepayment of the Utilisations in accordance with this Clause 22.4 and Clause 8.3 (Application of mandatory prepayments and cancellations). (b) in relation to a Relevant Period by giving notice Any New Shareholder Injections must be provided within 10 Business Days of the date of delivery to the Agent and receiving the proceeds by no later than the date falling 15 Business Days after the earlier of (x) the last date for the delivery of the financial statements and the related Compliance Certificate in accordance with Clause 23.2 (Provisions and contents of Compliance Certificate) and (y) delivery of which such financial statements and Compliance Certificate in respect of that Relevant Period (the “Required Date”) of a New Investment, provided that such right to cure may not be exercised (i) in respect of consecutive Relevant Periods and (ii) more than three times during the life of the Facility. The notice shall be accompanied by a revised Compliance Certificate indicating compliance with the requirements of Clause 24.2 (Financial condition) in respect of the Relevant Period. (b) The net proceeds of the New Investment must be received by the Company no later than the Required Date and all of the net cash proceeds of the New Investment so received shall be applied by the Company promptly (and in any event within five (5) Business Days of the Company’s receipt thereof) in permanent reduction of Total Outstandings under the Facility (and for the avoidance of doubt the Commitments under the Facility will be cancelled correspondingly) provided that no such reduction and/or cancellation shall be required in respect of such Commitments under the Facility for any amounts of any New Investment applied in accordance with clause 24.5(b) (Equity Cure) of the SSRCFbreach was evidenced. (c) In recalculating The Company may not apply the Drawn Gross Leverage Ratio proceeds of New Shareholder Injections pursuant to this Clause 22.4: (i) more than four times over the life of the Facilities; or (ii) in respect of two consecutive Relevant Periods. (d) The Company will apply all amounts of any New Shareholder Injections made for the purposes of this Clause 22.4 (Equity Cure) upon receipt in prepayment of the Utilisations as if that prepayment was a mandatory prepayment applied in accordance with Clause 8.3 (Application of mandatory prepayments and cancellations). (e) The amount of any New Shareholder Injections applied in prepayment of Utilisations pursuant to this Clause 22.4 in respect of a breach which occurred during or at the end of a Relevant Period pursuant to shall: (i) for the purposes of paragraph (a) aboveof Clause 22.2 (Financial condition), the net cash proceeds of such New Investment received by the Company shall be deducted from Total Outstandings under the Facility and shall be deemed to have been received immediately prior to on the first day of the last day Financial Quarter forming part of that Relevant Period and included in the calculation of Cashflow; (ii) for the purposes of paragraph (b) of Clause 22.2 (Financial condition), be deemed to have increased the Cashflow during that Relevant Period; and (iii) for the purposes of paragraph (c) of Clause 22.2 (Financial condition), be deemed to have reduced the Total Debt as at the end of that Relevant Period; and the financial covenants set out in paragraphs (a) to (c) (inclusive) of Clause 22.2 (Financial condition) shall be recalculated accordingly. (df) For the avoidance of doubt, doubt any cure rights exercised will only have the effect of curing the relevant breach under New Shareholder Injections applied in accordance with this Clause 24 and will 22.4 to remedy a breach of a financial covenant may be deemed to have no other effect (such as relating been applied to adjust the calculation of Margin). (e) If Cashflow, Finance Charges and Total Debt as set out above for any Relevant Period which includes the Company exercises it right under paragraph (a) abovelast Financial Quarter of the Relevant Period in respect of which the breach occurred, then notwithstanding any provision but not in Schedule 15 (Incurrence Covenants Schedule) to the contrary, for one year after that Required Date it will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, (A) declare or pay any dividend or make any other payment or distribution on account of the Company’s Equity Interests (as defined in Schedule 15 (Incurrence Covenants Schedule) (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries)) or to the direct or indirect holder of the Company’s Equity Interests in their capacity as such; (B) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent entity of the Company; (C) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire for value any Subordinated Shareholder Debt (as defined in Schedule 15 (Incurrence Covenants Schedule)); or (D) make any Restricted Investment in an Affiliate (as defined in Schedule 15 (Incurrence Covenants Schedule)), provided that the Company may continue to make payments permitted under Paragraph (j) of section 2.3 (Restricted Payments) of Schedule 15 (Incurrence Covenants Schedule)circumstances.

Equity Cure. (a) The Company shall have In the right to cure any event that there is a breach of the requirements in Clause 24.2 (Financial condition) in relation to a Relevant Period by giving notice to the Agent and receiving the proceeds by no later than the date falling 15 Business Days after the earlier of (x) the last date for the delivery of the financial statements and the related Compliance Certificate in accordance with Clause 23.2 (Provisions and contents of Compliance Certificate) and (y) delivery of such financial statements and Compliance Certificate in respect of that Relevant Period (the “Required Date”) of a New Investment, provided that such right to cure may not be exercised (i) in respect of consecutive Relevant Periods and (ii) more than three times during the life of the Facility. The notice shall be accompanied by a revised Compliance Certificate indicating compliance with the requirements of Clause 24.2 20.2 (Financial condition) in respect of the a Test Date (each such Test Date a “Relevant Test Date”, and any Relevant Period in respect of such Relevant Test Date being a “Cure Relevant Period”), the Parent shall have the right (an “Equity Cure Right”) to procure the cure of such a breach in accordance with this Clause 20.4. (b) The net proceeds If the Parent wishes to exercise an Equity Cure Right in respect of a Relevant Test Date and/or a Cure Relevant Period in relation to a breach of Clause 20.2 (Financial condition), it shall procure that after the Relevant Test Date but on or before the date falling 1 Month after the date by which the Parent is obliged to deliver a Compliance Certificate in respect of the New Investment must be received by Relevant Test Date to the Company no later than Agent pursuant to the Required Date and all terms of this Agreement, the net Parent receives an amount (the “Cure Amount”) of cash proceeds of either (i) the New Investment so received issuance of equity by the Parent or (ii) the provision of subordinated loans by one or more shareholders of the Parent (subordinated on terms acceptable to the Agent). (c) Following the provision of a Cure Amount, the financial covenants set out at Clause 20.2 (Financial condition) shall be applied by recalculated, and: (i) for the Company promptly purposes of paragraph (a) of Clause 20.2 (Financial condition), such Cure Amount shall be treated as having been deducted from Debt Service as at the Relevant Test Date; and (ii) for the purposes of paragraph (b) of Clause 20.2 (Financial condition), such Cure Amount shall be treated as having been deducted from Funded Debt as at the Relevant Test Date, and if on such basis all such undertakings are satisfied, any breach of the same in respect of the Relevant Test Date shall be deemed to have been remedied. (d) The Parent may not exercise an Equity Cure Right: (i) in respect of two (2) successive Test Dates; or (ii) on more than five (5) occasions following the date of this Agreement. (e) Any Cure Amount provided to the Parent pursuant to this Clause 20.4 shall promptly, and in any event within five (5) Business Days of receipt, be applied by the Company’s receipt thereof) Parent in permanent reduction prepayment of Total Outstandings under the Facility (and for outstanding Loans whereupon the avoidance of doubt the Commitments under the Facility will Available Commitment shall be cancelled correspondingly) provided that no in an amount equal to such reduction and/or cancellation shall be required in respect of such Commitments under the Facility for any amounts of any New Investment applied Cure Amount in accordance with clause 24.5(b) paragraph (Equity Cureb) of the SSRCF. Clause 7.9 (c) In recalculating the Drawn Gross Leverage Ratio for that Relevant Period pursuant to paragraph (a) above, the net cash proceeds Application of such New Investment received by the Company shall be deducted from Total Outstandings under the Facility and shall be deemed to have been received immediately prior to the last day of that Relevant Period. (d) For the avoidance of doubt, any cure rights exercised will only have the effect of curing the relevant breach under this Clause 24 and will have no other effect (such as relating to the calculation of Marginprepayments). (ef) If The Majority Lenders may elect to waive the Company exercises it right cancellation of the Available Commitments under paragraph (ae) above, then notwithstanding any provision in Schedule 15 (Incurrence Covenants Schedule) to the contrary, for one year after that Required Date it will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, (A) declare or pay any dividend or make any other payment or distribution on account of the Company’s Equity Interests (as defined in Schedule 15 (Incurrence Covenants Schedule) (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries)) or to the direct or indirect holder of the Company’s Equity Interests in their capacity as such; (B) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent entity of the Company; (C) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire for value any Subordinated Shareholder Debt (as defined in Schedule 15 (Incurrence Covenants Schedule)); or (D) make any Restricted Investment in an Affiliate (as defined in Schedule 15 (Incurrence Covenants Schedule)), provided that the Company may continue to make payments permitted under Paragraph (j) of section 2.3 (Restricted Payments) of Schedule 15 (Incurrence Covenants Schedule).

Equity Cure. (a) The If, as at the end of any Relevant Period, the Company shall have the right to cure any is in breach of the requirements in its obligations under one or more of paragraphs (a), (b) or (c) of Clause 24.2 22.2 (Financial condition), the Company shall be entitled to remedy that breach by applying the proceeds of New Shareholder Injections in or towards prepayment of the Utilisations in accordance with this Clause 22.4 and Clause 8.3 (Application of mandatory prepayments and cancellations). (b) in relation to a Relevant Period by giving notice Any New Shareholder Injections must be provided within 10 Business Days of the date of delivery to the Agent and receiving the proceeds by no later than the date falling 15 Business Days after the earlier of (x) the last date for the delivery of the financial statements and the related Compliance Certificate in accordance with Clause 23.2 (Provisions and contents of Compliance Certificate) and (y) delivery of which such financial statements and Compliance Certificate in respect of that Relevant Period (the “Required Date”) of a New Investment, provided that such right to cure may not be exercised (i) in respect of consecutive Relevant Periods and (ii) more than three times during the life of the Facility. The notice shall be accompanied by a revised Compliance Certificate indicating compliance with the requirements of Clause 24.2 (Financial condition) in respect of the Relevant Period. (b) The net proceeds of the New Investment must be received by the Company no later than the Required Date and all of the net cash proceeds of the New Investment so received shall be applied by the Company promptly (and in any event within five (5) Business Days of the Company’s receipt thereof) in permanent reduction of Total Outstandings under the Facility (and for the avoidance of doubt the Commitments under the Facility will be cancelled correspondingly) provided that no such reduction and/or cancellation shall be required in respect of such Commitments under the Facility for any amounts of any New Investment applied in accordance with clause 24.5(b) (Equity Cure) of the SSRCFbreach was evidenced. (c) In recalculating The Company may not apply the Drawn Gross Leverage Ratio proceeds of New Shareholder Injections pursuant to this Clause 22.4: (i) more than four times over the life of the Facilities; or (ii) in respect of two consecutive Relevant Periods. (d) The Company will apply all amounts of any New Shareholder Injections made for the purposes of this Clause 22.4 (Equity Cure) upon receipt in prepayment of the Utilisations as if that prepayment was a mandatory prepayment applied in accordance with Clause 8.3 (Application of mandatory prepayments and cancellations). (e) The amount of any New Shareholder Injections applied in prepayment of Utilisations pursuant to this Clause 22.4 in respect of a breach which occurred during or at the end of a Relevant Period pursuant to shall: (i) for the purposes of paragraph (a) aboveof Clause 22.2 (Financial condition), the net cash proceeds of such New Investment received by the Company shall be deducted from Total Outstandings under the Facility and shall be deemed to have been received immediately prior to on the first day of the last day Financial Quarter forming part of that Relevant Period and included in the calculation of Cashflow; 0081727-0000042 SN:12155633.21 114 (ii) for the purposes of paragraph (b) of Clause 22.2 (Financial condition), be deemed to have increased the Cashflow during that Relevant Period; and (iii) for the purposes of paragraph (c) of Clause 22.2 (Financial condition), be deemed to have reduced the Total Debt as at the end of that Relevant Period; and the financial covenants set out in paragraphs (a) to (c) (inclusive) of Clause 22.2 (Financial condition) shall be recalculated accordingly. (df) For the avoidance of doubt, doubt any cure rights exercised will only have the effect of curing the relevant breach under New Shareholder Injections applied in accordance with this Clause 24 and will 22.4 to remedy a breach of a financial covenant may be deemed to have no other effect (such as relating been applied to adjust the calculation of Margin). (e) If Cashflow, Finance Charges and Total Debt as set out above for any Relevant Period which includes the Company exercises it right under paragraph (a) abovelast Financial Quarter of the Relevant Period in respect of which the breach occurred, then notwithstanding any provision but not in Schedule 15 (Incurrence Covenants Schedule) to the contrary, for one year after that Required Date it will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, (A) declare or pay any dividend or make any other payment or distribution on account of the Company’s Equity Interests (as defined in Schedule 15 (Incurrence Covenants Schedule) (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries)) or to the direct or indirect holder of the Company’s Equity Interests in their capacity as such; (B) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent entity of the Company; (C) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire for value any Subordinated Shareholder Debt (as defined in Schedule 15 (Incurrence Covenants Schedule)); or (D) make any Restricted Investment in an Affiliate (as defined in Schedule 15 (Incurrence Covenants Schedule)), provided that the Company may continue to make payments permitted under Paragraph (j) of section 2.3 (Restricted Payments) of Schedule 15 (Incurrence Covenants Schedule)circumstances.

Equity Cure. (a) The If, as at the end of any Relevant Period, the Company shall have the right to cure any is in breach of the requirements in its obligations under one or more of paragraph (a) or (b) of Clause 24.2 22.2 (Financial condition), the Company shall be entitled to remedy that breach by applying the proceeds of New Shareholder Injections in or towards prepayment of the Utilisations in accordance with this Clause 22.4 and Clause 8.4 (Application of mandatory prepayments and cancellations) (but only, in relation each case, to a Relevant Period by giving notice the minimum extent necessary to remedy the relevant breach). (b) Any New Shareholder Injections must be provided within 10 Business Days of the date of delivery to the Agent and receiving the proceeds by no later than the date falling 15 Business Days after the earlier of (x) the last date for the delivery of the financial statements and the related Compliance Certificate in accordance with Clause 23.2 (Provisions and contents of Compliance Certificate) and (y) delivery of which such financial statements and Compliance Certificate in respect of that Relevant Period (the “Required Date”) of a New Investment, provided that such right to cure may not be exercised (i) in respect of consecutive Relevant Periods and (ii) more than three times during the life of the Facility. The notice shall be accompanied by a revised Compliance Certificate indicating compliance with the requirements of Clause 24.2 (Financial condition) in respect of the Relevant Period. (b) The net proceeds of the New Investment must be received by the Company no later than the Required Date and all of the net cash proceeds of the New Investment so received shall be applied by the Company promptly (and in any event within five (5) Business Days of the Company’s receipt thereof) in permanent reduction of Total Outstandings under the Facility (and for the avoidance of doubt the Commitments under the Facility will be cancelled correspondingly) provided that no such reduction and/or cancellation shall be required in respect of such Commitments under the Facility for any amounts of any New Investment applied in accordance with clause 24.5(b) (Equity Cure) of the SSRCFbreach was evidenced. (c) In recalculating The Company may not apply the Drawn Gross Leverage Ratio for that Relevant Period proceeds of New Shareholder Injections pursuant to this Clause 22.4: (i) more than four times in total over the life of the Facilities; (ii) as an addition to EBITDA pursuant to paragraph (e)(ii)(A) below, more than once over the life of the Facilities; or (iii) in respect of two consecutive Relevant Periods. (d) The Company will apply all amounts of any New Shareholder Injections made for the purposes of this Clause 22.4 upon receipt in prepayment of the Utilisations as if that prepayment was a mandatory prepayment applied in accordance with Clause 8.4 (Application of mandatory prepayments and cancellations). (e) The amount of any New Shareholder Injections applied in prepayment of Utilisations pursuant to this Clause 22.4 in respect of a breach which occurred during or at the end of a Relevant Period shall: (i) for the purposes of paragraph (a) aboveof Clause 22.2 (Financial condition), the net cash proceeds of such New Investment received by the Company shall be deducted from Total Outstandings under the Facility and shall be deemed to have been received immediately prior to on the first day of the last day Financial Quarter forming part of that Relevant Period and included in the calculation of Cashflow; (ii) for the purposes of paragraph (b) of Clause 22.2 (Financial condition), at the Company’s election: (A) be added to EBITDA for such Relevant Period; or (B) be deemed to have reduced the Total Net Debt as at the end of that Relevant Period, and the financial covenants set out in paragraphs (a) to (b) (inclusive) of Clause 22.2 (Financial condition) shall be recalculated accordingly. (df) For the avoidance of doubtdoubt any New Shareholder Injections applied in accordance with this Clause 22.4 to remedy a breach of a financial covenant may be deemed to have been applied to adjust the calculation of Cashflow, Finance Charges and Total Net Debt as set out above for any cure rights exercised will only have Relevant Period which includes the effect last Financial Quarter of curing the relevant Relevant Period in respect of which the breach occurred, but not in any other circumstances. (g) Any recalculation made under this Clause 24 22.4 will be solely for the purpose of curing a breach of the financial undertakings in Clause 22.2 (Financial condition) and will have no not for any other effect (purpose such as relating to the calculation of applicable Margin). (e) If the Company exercises it right under paragraph (a) above, then notwithstanding any provision in Schedule 15 (Incurrence Covenants Schedule) to the contrary, for one year after that Required Date it will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, (A) declare or pay any dividend or make any other payment or distribution on account of the Company’s Equity Interests (as defined in Schedule 15 (Incurrence Covenants Schedule) (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries)) or to the direct or indirect holder of the Company’s Equity Interests in their capacity as such; (B) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent entity of the Company; (C) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire for value any Subordinated Shareholder Debt (as defined in Schedule 15 (Incurrence Covenants Schedule)); or (D) make any Restricted Investment in an Affiliate (as defined in Schedule 15 (Incurrence Covenants Schedule)), provided that the Company may continue to make payments permitted under Paragraph (j) of section 2.3 (Restricted Payments) of Schedule 15 (Incurrence Covenants Schedule).