Common use of Equity Cure Clause in Contracts

Equity Cure. (a) If, as at the end of any Relevant Period, the Company is in breach of its obligations under one or more of paragraphs (a), (b) or (c) of Clause 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) Any New Shareholder Injections must be provided within 10 Business Days of the date of delivery to the Agent of the financial statements and the Compliance Certificate in which such breach was evidenced. (c) The Company may not apply the 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 shall: (i) for the purposes of paragraph (a) of Clause 22.2 (Financial condition), be deemed to have been received on the first day of the last 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. (f) For the avoidance of doubt 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 Debt as set out above for any Relevant Period which includes the last Financial Quarter of the Relevant Period in respect of which the breach occurred, but not in any other circumstances.

Equity Cure. (a) If, as at The Company shall have the end of right to cure any Relevant Period, the Company is in breach of its obligations under one or more of paragraphs (a), (b) or (c) of the requirements in Clause 22.2 24.2 (Financial condition), the Company shall be entitled ) in relation to remedy that breach a Relevant Period 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) Any New Shareholder Injections must be provided within 10 Business Days of the date of delivery 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 which accordance with Clause 23.2 (Provisions and contents of Compliance Certificate) and (y) delivery of such breach was evidencedfinancial 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) The Company may not apply In recalculating the Drawn Gross Leverage Ratio for that Relevant Period pursuant to paragraph (a) above, the net cash proceeds of such New Shareholder Injections pursuant Investment received by the Company shall be deducted from Total Outstandings under the Facility and shall be deemed to this Clause 22.4: (i) more than four times over have been received immediately prior to the life last day of the Facilities; or (ii) in respect of two consecutive that Relevant PeriodsPeriod. (d) The Company For the avoidance of doubt, any cure rights exercised will apply all amounts only have the effect of any New Shareholder Injections made for curing the purposes of relevant breach under this Clause 22.4 24 and will have no other effect (Equity Cure) upon receipt in prepayment such as relating to the calculation of the Utilisations as if that prepayment was a mandatory prepayment applied in accordance with Clause 8.3 (Application of mandatory prepayments and cancellationsMargin). (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 If the end of a Relevant Period shall: (i) for the purposes of 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 Clause 22.2 its Restricted Subsidiaries to, directly or indirectly, (Financial conditionA) 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)), be deemed provided that the Company may continue to have been received on the first day of the last Financial Quarter forming part of that Relevant Period and included in the calculation of Cashflow; make payments permitted under Paragraph (ii) for the purposes of paragraph (bj) of Clause 22.2 section 2.3 (Financial condition), be deemed to have increased the Cashflow during that Relevant Period; and (iii) for the purposes of paragraph (cRestricted Payments) of Clause 22.2 Schedule 15 (Financial conditionIncurrence Covenants Schedule), 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. (f) For the avoidance of doubt 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 Debt as set out above for any Relevant Period which includes the last Financial Quarter of the Relevant Period in respect of which the breach occurred, but not in any other circumstances.

Equity Cure. (a) If, as at the end of any Relevant Period, the Company is in breach of its obligations under one or more of paragraphs (a), (b) or (c) of Clause 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) Any New Shareholder Injections must be provided within 10 Business Days of the date of delivery to the Agent of the financial statements and the Compliance Certificate in which such breach was evidenced. (c) The Company may not apply the 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 shall: (i) for the purposes of paragraph (a) of Clause 22.2 (Financial condition), be deemed to have been received on the first day of the last 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. (f) For the avoidance of doubt 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 Debt as set out above for any Relevant Period which includes the last Financial Quarter of the Relevant Period in respect of which the breach occurred, but not in any other circumstances.

Equity Cure. (a) If, as at the end of any Relevant Period, the Company is in breach of its obligations under one or more of paragraphs paragraph (a), (b) or (cb) of Clause 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 8.4 (Application of mandatory prepayments and cancellations) (but only, in each case, to 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 of the financial statements and the Compliance Certificate in which such breach was evidenced. (c) The Company may not apply the 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 (iiiii) 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 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) of Clause 22.2 (Financial condition), be deemed to have been received on the first day of the last 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 deemed added to have increased the Cashflow during that EBITDA for such Relevant Period; andor (iiiB) for the purposes of paragraph (c) of Clause 22.2 (Financial condition), 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 (cb) (inclusive) of Clause 22.2 (Financial condition) shall be recalculated accordingly. (f) For the avoidance of doubt 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 Relevant Period which includes the last Financial Quarter of the Relevant Period in respect of which the breach occurred, but not in any other circumstances. (g) Any recalculation made under this Clause 22.4 will be solely for the purpose of curing a breach of the financial undertakings in Clause 22.2 (Financial condition) and not for any other purpose such as calculation of applicable Margin.

Equity Cure. (a) IfIn the event that there is a breach of Clause 20.2 (Financial condition) in respect of a Test Date (each such Test Date a “Relevant Test Date”, as at the end of and any Relevant Period in respect of such Relevant Test Date being a “Cure Relevant Period”), the Company is Parent shall have the right (an “Equity Cure Right”) to procure the cure of such a breach in breach of its obligations under one or more of paragraphs (a), accordance with this Clause 20.4. (b) or (c) 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 22.2 20.2 (Financial condition), it shall procure that after the Company shall be entitled Relevant Test Date but on or before the date falling 1 Month after the date by which the Parent is obliged to remedy that breach by applying the proceeds of New Shareholder Injections deliver a Compliance Certificate in or towards prepayment respect of the Utilisations in accordance with this Clause 22.4 and Clause 8.3 (Application of mandatory prepayments and cancellations). (b) Any New Shareholder Injections must be provided within 10 Business Days of the date of delivery Relevant Test Date to the Agent pursuant to the terms of this Agreement, the Parent receives an amount (the “Cure Amount”) of cash proceeds of either (i) the issuance of equity by the Parent or (ii) the provision of subordinated loans by one or more shareholders of the financial statements and Parent (subordinated on terms acceptable to the Compliance Certificate in which such breach was evidencedAgent). (c) The Company may not apply Following the 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 provision of a breach which occurred during or Cure Amount, the financial covenants set out at the end of a Relevant Period shallClause 20.2 (Financial condition) shall be recalculated, and: (i) for the purposes of paragraph (a) of Clause 22.2 20.2 (Financial condition), such Cure Amount shall be deemed to have treated as having been received on deducted from Debt Service as at the first day of the last Financial Quarter forming part of that Relevant Period and included in the calculation of Cashflow;Test Date; and (ii) for the purposes of paragraph (b) of Clause 22.2 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 increased the Cashflow during that Relevant Period; andbeen remedied. (iiid) for 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 purposes 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 Parent in prepayment of the outstanding Loans whereupon the Available Commitment shall be cancelled in an amount equal to such Cure Amount in accordance with paragraph (cb) of Clause 22.2 7.9 (Financial conditionApplication of prepayments), 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. (f) For The Majority Lenders may elect to waive the avoidance of doubt 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 Debt as set out above for any Relevant Period which includes the last Financial Quarter cancellation of the Relevant Period in respect of which the breach occurred, but not in any other circumstancesAvailable Commitments under paragraph (e) above.