Common use of Equity Cure Clause in Contracts

Equity Cure. (a) The Borrower has the right to cure or prevent a breach of the financial covenants in Clause 19.1 (DSCR) and Clause 19.2 (Net Leverage) (together, the “Financial Covenants”) so that: (i) in the case of a cure, the Default which occurred as a result of a breach of the relevant Financial Covenant, if cured in accordance with this Clause 19.5, shall be deemed not to have occurred; or (ii) in the case of a prevention, the Default which would otherwise have occurred as a result of a breach of the relevant Financial Covenant will not occur. (b) A breach of a Financial Covenant may be deemed cured (a “cure”) upon receipt from the Shareholder by the Borrower of an amount of cash proceeds following a New Shareholder Injection which are (in aggregate) sufficient to cure the relevant breach of a Financial Covenant pursuant to this Clause 19.5 (a “Cure Amount”) not later than the date falling 5 Business Days after the last date for delivery of the Compliance Certificate for the relevant Calculation Period to which that cure relates. (c) Any Cure Amount received by the Borrower shall be applied for the purpose of re-testing the relevant Financial Covenant as follows: (i) in the case of the DSCR, by adding the relevant Cure Amount to Cashflow for the Calculation Period (and each subsequent Calculation Period that includes the date on which such Cure Amount is received); and (ii) in the case of Net Leverage, reducing Consolidated Total Borrowings of the Group with the relevant Cure Amount and testing the Financial Covenant pro forma for such reduction as at the relevant Test Date. (d) If the re-testing of the relevant Financial Covenant after giving effect to paragraph (c) above demonstrates no breach has occurred in respect of the applicable Calculation Period, then the relevant breach shall be deemed to have been remedied. (e) A Financial Covenant breach may be cured up to two times in each calendar year and up to three times over the life of the Facility. No cure shall be permitted in consecutive financial quarters. (f) Any cure shall be notified by the Borrower to the Agent at the time that the relevant Cure Amount is received by the Borrower, provided that any New Shareholder Injection (other than any New Shareholder Injection received pursuant to Clause 4.9 of the Sponsor Indemnity) received by the Borrower during the period of two financial quarters ending on the relevant Test Date of which the relevant cash proceeds are applied to test Net Leverage for the Calculation Period ending on that Test Date shall be deemed to be a cure to the extent a Default under Clause 19.2 (Net Leverage) would have occurred but for the taking into account of these cash proceeds and the Borrower shall notify the Agent of such cure by no later than the date on which the Compliance Certificate for the Calculation Period is delivered in accordance with Clause 18.2 (Compliance Certificate).

Equity Cure. (a) The Borrower has If CVC determines in good faith, after consultation with the right Board, that it is necessary that the Stockholders subscribe for additional Company Capital Stock in order to prevent or cure or enable the Company to prevent or cure a breach in respect of any of the financial covenants Senior Credit Facilities (an “Equity Cure”), CVC may cause the Board to request (an “Equity Cure Request”) that each Stockholder subscribe for additional Company Capital Stock in Clause 19.1 respect of such Equity Cure. Such Equity Cure Request must (DSCRi) be made in writing to all of the Stockholders; (ii) provide for at least ten (10) Business Days’ advance notice before the amount requested is due and Clause 19.2 payable and (Net Leverageiii) apportion the amount of the Equity Cure Request among the Stockholders pro rata in proportion to their respective Pro Rata Portion. Within ten (10) Business Days after receipt of such Equity Cure Request (or such later date as may be specified in the particular request), each Stockholder that desires to subscribe for additional Capital Stock in response to such Equity Cure Request shall pay in cash to the Company an amount equal to such Stockholder’s Pro Rata Portion thereof and deliver to the Company contemporaneously therewith a duly signed counterpart of any such agreement as the Company may reasonably require to document such subscription. For the avoidance of doubt, no Stockholder shall be required to subscribe for additional Company Capital Stock in response to an Equity Cure Request. (b) If a Stockholder fails to subscribe for additional Company Capital Stock in response to an Equity Cure Request within the 10 Business Day period and in the manner otherwise specified in Section 5.08(a) (togethereach such Stockholder, a “Non- Subscribing Stockholder”), the Company shall provide notice thereof to those of CVC, Parcom and ▇▇▇▇▇▇▇ ▇▇▇▇▇ that are not Non-Subscribing Stockholders, each of whom may elect to subscribe for all or a portion of the aggregate amount of the Equity Cure Request not subscribed by all Non-Subscribing Stockholders (the sum of all such amounts, the “Financial CovenantsFailed Subscription”; and each of CVC, Parcom and ▇▇▇▇▇▇▇ Sachs, if it elects to subscribe for any portion thereof, an “Additional Subscribing Stockholder”) so thatin such proportions as they may agree or, failing agreement, pro rata in proportion to their respective Pro Rata Portions. Each such additional subscription shall be made by the Additional Subscribing Stockholder within ten (10) Business Days after notification of the Failed Subscription (or such later date as the Company may agree with each of the Additional Subscribing Stockholders), by payment in cash and by delivery to the Company contemporaneously therewith of a duly signed counterpart of any such agreement as the Company may reasonably require to document such additional subscription. (c) Effective as of the return date applicable to the Equity Cure Request or, if Section 5.08(b) applies, the next Business Day after the return date applicable to subscriptions in response to the notice of Failed Subscription: (i) in the case Company shall issue new shares of a cure, the Default which occurred as a result of a breach Company Capital Stock to each of the relevant Financial Covenant, if cured Stockholders that subscribed for additional Company Capital Stock in accordance with this Clause 19.5, shall be deemed not response to have occurred; or the Equity Cure Request (ii) in the case of a prevention, the Default which would otherwise have occurred as a result of a breach of the relevant Financial Covenant will not occur. (b) A breach of a Financial Covenant may be deemed cured (each a “cureSubscribing Stockholder”) upon receipt from the Shareholder by the Borrower of an amount of cash proceeds following a New Shareholder Injection which are (in aggregate) sufficient to cure the relevant breach of a Financial Covenant pursuant to this Clause 19.5 (a “Cure Amount”) not later than the date falling 5 Business Days after the last date for delivery of the Compliance Certificate for the relevant Calculation Period to which that cure relates. (c) Any Cure Amount received by the Borrower shall be applied for the purpose of re-testing the relevant Financial Covenant as follows: (i) in the case of the DSCR, by adding the relevant Cure Amount to Cashflow for the Calculation Period (and each subsequent Calculation Period that includes the date on which such Cure Amount is received); and (ii) the new shares of Company Capital Stock issued pursuant to Section 5.08(c)(i) shall be: (A) issued in the case same class as the shares of Net LeverageCompany Capital Stock held by such Subscribing Stockholder prior to such request (or the same classes and in even proportions, reducing Consolidated Total Borrowings if shares were held in more than one class); and (B) issued in such number equal to such Subscribing Stockholder’s respective subscription amount divided by the quotient obtained when (1) the Fair Market Value is divided by (2) the number of the Group with the relevant Cure Amount issued and testing the Financial Covenant pro forma for such reduction as at the relevant Test Dateoutstanding shares of Company Capital Stock. (d) If For the re-testing avoidance of the relevant Financial Covenant after giving effect doubt, Section 5.03 shall not apply to paragraph (c) above demonstrates no breach has occurred in respect an issuance of the applicable Calculation Period, then the relevant breach shall be deemed to have been remedied. (e) A Financial Covenant breach may be cured up to two times in each calendar year and up to three times over the life of the Facility. No cure shall be permitted in consecutive financial quarters. (f) Any cure shall be notified by the Borrower to the Agent at the time that the relevant Cure Amount is received by the Borrower, provided that any New Shareholder Injection (other than any New Shareholder Injection received Company Capital Stock made pursuant to Clause 4.9 of the Sponsor Indemnity) received by the Borrower during the period of two financial quarters ending on the relevant Test Date of which the relevant cash proceeds are applied to test Net Leverage for the Calculation Period ending on that Test Date shall be deemed to be a cure to the extent a Default under Clause 19.2 (Net Leverage) would have occurred but for the taking into account of these cash proceeds and the Borrower shall notify the Agent of such cure by no later than the date on which the Compliance Certificate for the Calculation Period is delivered in accordance with Clause 18.2 (Compliance Certificate)this Section 5.08.

Equity Cure. (a) The Borrower has If a Compliance Certificate delivered to the right Security Trustee for any period shows that there is a breach in respect of a Financial Ratio Event of Default, the Investors may provide or procure the provision of Additional Equity in an amount at least sufficient for the amount necessary to cure or prevent a the relevant breach of (the financial covenants in Clause 19.1 (DSCR"Equity Cure Amount") and Clause 19.2 (Net Leverage) (together, the “Financial Covenants”) so that:by applying that Equity Cure Amount in:‌ (i) in the case prepayment or purchase of a cure, the Default which occurred as a result of a breach of the relevant Financial Covenant, if cured in accordance with this Clause 19.5, shall be deemed not to have occurredSenior Debt; or (ii) making a deposit to a Defeasance Account in respect of such Senior Debt (to the case extent not purchased or prepaid pursuant to this Paragraph 14); and (iii) payment of a preventionany related Repayment Costs, including, without limitation, paying the Default which would otherwise have occurred related amount payable to Hedge Counterparties arising as a result of a breach termination (in whole or in part) of any Hedging Transactions following the prepayment or purchase of the relevant Financial Covenant will not occurSenior Debt, to the extent that such termination is necessary in order to remain in compliance with the Hedging Policy following such prepayment or purchase (an "Equity Cure Right"). (b) A breach of a Financial Covenant may be deemed cured (a “cure”) upon receipt from the Shareholder by the Borrower of an amount of cash proceeds following a New Shareholder Injection which are (in aggregate) sufficient to cure the relevant breach of a Financial Covenant pursuant to this Clause 19.5 (a “Cure Amount”) not later than the date falling 5 Business Days after the last date for delivery The exercise of the Compliance Certificate for the relevant Calculation Period Equity Cure Right shall be limited to which that cure relatesno more than three times in any five year period. (c) Any Equity Cure Amount received by must be provided on or prior to the Borrower shall be applied for date falling 20 Business Days after the purpose delivery of re-testing the relevant Financial Covenant as follows: (i) in the case of the DSCR, by adding the relevant Cure Amount to Cashflow for the Calculation Period (and each subsequent Calculation Period that includes the date on which such Cure Amount is received); and (ii) in the case of Net Leverage, reducing Consolidated Total Borrowings of the Group with the relevant Cure Amount and testing the Financial Covenant pro forma for such reduction as at the relevant Test DateCompliance Certificate. (d) If On application of the Equity Cure Amount in accordance with paragraph (a) above, the applicable financial ratio specified in Paragraph 2 (Financial Ratios) of Part 2 (Financial Information) of Schedule 2 (Security Group Covenants) of this Agreement will be re-testing calculated on a pro forma basis as if the EBITDA for the Relevant Period had been increased by the Equity Cure Amount. The Equity Cure Amount shall also be included in the EBITDA calculation on the subsequent Calculation Date. For the avoidance of doubt, on the two Calculation Dates on which the EBITDA calculation is deemed to be increased by the Equity Cure Amount the pro forma re-calculation will not double count the application of the relevant Financial Covenant after giving effect to Equity Cure Amount in prepayment, purchase and/or redemption described in paragraph (ca) above demonstrates no through a reduction of Total Net Debt and/or Net Finance Charges. (e) If after the applicable financial ratio specified in Paragraph 2 (Financial Ratios) of Part 2 (Financial Information) of Part 2 (Financial Information) of Schedule 2 (Security Group Covenants) of this Agreement is re-calculated, the breach has occurred in respect of the applicable Calculation Periodbeen prevented or cured, then the relevant breach that financial ratio shall be deemed to have been remedied. (e) A Financial Covenant breach may be cured up to two times in each calendar year and up to three times over satisfied on the life date of the Facility. No cure relevant Compliance Certificate as though no breach had ever occurred and any related Financial Ratio Event of Default or Trigger Event Ratio shall be permitted in consecutive financial quartersdeemed not to occur or have occurred, as applicable. (f) Any cure shall be notified by For the Borrower to the Agent at the time that the relevant Cure Amount is received by the Borrowerpurposes of this Clause 14, "Additional Equity" means: (i) any amount subscribed in cash for shares in Elenia or, provided that the cash consideration in respect of such shares is in turn paid to Elenia, any New Shareholder Injection Holding Company of Elenia or any other form of capital contribution in cash to Elenia (other than any New Shareholder Injection received pursuant which is not Financial Indebtedness and provided that repayment (if any) of such amounts are subject to Clause 4.9 the terms of the Sponsor IndemnitySTID); or (ii) received the incurrence of Subordinated Liabilities by Elenia or, provided that the Borrower during proceeds of such Subordinated Liabilities are in turn paid to Elenia, any Holding Company of Elenia, which in each case is in addition to such amounts subscribed, committed or incurred on or before the period date of two financial quarters ending on this Agreement and the relevant Test Date terms of which the relevant cash proceeds are applied to test Net Leverage for the Calculation Period ending on that Test Date shall be deemed to be a cure subject to the extent a Default under Clause 19.2 (Net Leverage) would have occurred but for terms of the taking into account of these cash proceeds and the Borrower shall notify the Agent of such cure by no later than the date on which the Compliance Certificate for the Calculation Period is delivered in accordance with Clause 18.2 (Compliance Certificate)STID.

Equity Cure. In the event that the Borrowers fail to comply with any financial covenant contained in Section 11.14.1 or 11.14.2 (a) The Borrower has a "Financial Covenant Default"), Borrowers shall have the right to cure or prevent such Event of Default on the following terms and conditions (the "Equity Cure"): (a) In the event Borrowers desire to cure a breach Financial Covenant Default, Borrowers shall deliver to Lender irrevocable written notice of its intent to cure (a "Cure Notice") at any time during the period commencing on the date that the Financial Statements and corresponding Compliance Certificate as of and for the period ending on the last day of the financial covenants in Clause 19.1 Computation Period as of which such Financial Covenant Default occurred (DSCReach, a "Test Date") are delivered to Lender and Clause 19.2 ending on the fifth (Net Leverage5th) (together, Business Days after Lender's receipt of such Financial Statements and Compliance Certificate. The Cure Notice shall set forth the “Financial Covenants”) so that: (i) in the case of a cure, the Default which occurred as a result of a breach calculation of the relevant Financial Covenant, if cured in accordance with this Clause 19.5, shall be deemed not to have occurred; or applicable Cure Amount (ii) in the case of a prevention, the Default which would otherwise have occurred as a result of a breach of the relevant Financial Covenant will not occurhereinafter defined). (b) A breach of In the event Borrowers deliver a Financial Covenant may Cure Notice, a capital contribution shall be deemed cured (a “cure”) upon receipt from the Shareholder by the Borrower of made to KWH in an amount not less than the Cure Amount at any time during the period commencing on the date of cash proceeds Lender's receipt of such Cure Notice and ending on the tenth (10th) Business Day following a New Shareholder Injection the date on which are (in aggregate) sufficient to cure the relevant breach Financial Statements and Compliance Certificate were required to be delivered to Lender (such tenth (10th) Business Day, the "Required Contribution Date"). The proceeds of such capital contribution equal to the Cure Amount shall be used by Borrowers to make a Financial Covenant pursuant mandatory prepayment of the Loans and other Obligations in the amount of such proceeds (applied to this Clause 19.5 (a the Loans and other Obligations in accordance with the mandatory prepayment provisions set forth in Section 5.2). The “Cure Amount”) not later than ” shall be the date falling 5 Business Days after amount which if added to the last date for delivery amount of Consolidated Adjusted Modified Cash EBITDA as of the Compliance Certificate applicable Test Date, would result in the Loan Parties being in pro forma compliance with the applicable financial covenant which is the subject of such Financial Covenant Default(s) as of such Test Date (provided, however, that if more than one such Financial Covenant Default exists as of a Test Date, the Cure Amount for purposes hereof shall equal the relevant Calculation Period largest amount necessary to which that cure relatessuch applicable Financial Covenant Defaults). (c) Any The Equity Cure Amount received by the Borrower shall may not be applied for the purpose of re-testing the relevant Financial Covenant as follows: exercised (i) more than once in the case of the DSCR, by adding the relevant Cure Amount to Cashflow for the Calculation Period any four (and each subsequent Calculation Period that includes the date on which such Cure Amount is received); and 4) consecutive Fiscal Quarter period or (ii) in more than three (3) times prior to the case of Net Leverage, reducing Consolidated Total Borrowings of the Group with the relevant Cure Amount and testing the Financial Covenant pro forma for such reduction as at the relevant Test Termination Date. (d) If the re-testing Upon timely receipt by Borrowers in cash of the relevant appropriate Financial Covenant Cure Amount, if and to the extent after giving effect to paragraph the following clause (cf) above demonstrates all applicable Financial Covenant Defaults would no breach has occurred longer exist on a pro forma basis, the applicable Financial Covenant Defaults shall be deemed cured. (e) The Equity Cure and the effects thereof on Consolidated Adjusted Modified Cash EBITDA and the Senior Cash Flow Leverage Ratio will be disregarded for purposes of calculating Senior Cash Flow Leverage Ratio as a threshold for permitted exceptions to various affirmative and negative covenants, for purposes of determining the applicable step-downs in the ECF Percentage and for purposes of determining the applicable interest rate and fees to be charged hereunder from time to time; provided that for purposes of determining compliance with Sections 11.14.1 and 11.14.2, (i) the Cure Amount shall be deemed added to Consolidated Adjusted Modified Cash EBITDA for the Fiscal Quarter ending as of the applicable Test Date and any subsequent measurement period that includes such Fiscal Quarter and (ii) the reduction in the outstanding principal balance of Loans due to the application of the proceeds of an Equity Cure pursuant to Section 5.2 shall not be taken into account for purposes of determining compliance with Section 11.14.2 for the measurement period ending on the applicable Test Date and the next three (3) measurement periods. So long as the Borrowers are otherwise entitled to exercise an Equity Cure pursuant to the foregoing terms and provisions of this Section 13.3, from the Test Date to the required date of delivery of a Cure Notice, and from the effective date of delivery of a Cure Notice until the earlier to occur of the Required Contribution Date and the date on which Lender is notified that the required contribution will not be made, Lender shall not impose default interest, accelerate the Obligations, terminate the Revolving Loan Commitment or exercise any enforcement remedy against any Loan Party or any of its Subsidiaries or any of their respective properties solely on the basis of the applicable Financial Covenant Default in respect of which the Cure Notice was delivered; provided until timely receipt of the Cure Amount, an Event of Default shall be deemed to exist for purposes of any term or provision of any Loan Document which prohibits any action to be taken by a Loan Party or any of its Subsidiaries during the existence of an Event of Default; provided, further, that notwithstanding the foregoing, upon a deemed cure pursuant to Section 13.3(d), the requirements of the applicable Calculation Period, then the relevant breach financial covenants shall be deemed to have been remedied. (e) A satisfied as of the applicable Test Date with the same effect as though there had been no Financial Covenant breach may be cured up to two times in each calendar year and up to three times over the life of the Facility. No cure shall be permitted in consecutive financial quartersDefault at such date or thereafter. (f) Any cure shall be notified by the Borrower to the Agent at the time that the relevant Cure Amount is received by the Borrower, provided that any New Shareholder Injection (other than any New Shareholder Injection received pursuant to Clause 4.9 of the Sponsor Indemnity) received by the Borrower during the period of two financial quarters ending on the relevant Test Date of which the relevant cash proceeds are applied to test Net Leverage for the Calculation Period ending on that Test Date shall be deemed to be a cure to the extent a Default under Clause 19.2 (Net Leverage) would have occurred but for the taking into account of these cash proceeds and the Borrower shall notify the Agent of such cure by no later than the date on which the Compliance Certificate for the Calculation Period is delivered in accordance with Clause 18.2 (Compliance Certificate).