Common use of Equity Cure Clause in Contracts

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Parent Borrower fails to comply (or if the Parent Borrower expects it will fail to comply) with the requirement of the financial covenant set forth in Section 10.7, at any time during the relevant fiscal period until the expiration of the 15th Business Day following the date Section 9.1 Financials are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of Holdings or any Parent Entity shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Parent Borrower (or from a contribution to the equity capital of the Parent Borrower in the form of Qualified Stock or of Disqualified Stock having terms reasonably satisfactory to the Administrative Agent) to be contributed (directly or indirectly) as cash common equity to the Parent Borrower, in an amount (the “Cure Amount”) equal to the amount by which Consolidated EBITDA would need to be increased in order for the Parent Borrower to have been in compliance with the financial covenant set forth in Section 10.7 for the relevant Test Period and, upon receipt by the Parent Borrower of such Cure Amount pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments:

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Parent Borrower fails to comply (or if the Parent Borrower expects it will fail to comply) with the requirement of the financial covenant set forth in Section 10.7, at from the end of any time during the relevant fiscal period until the expiration of the 15th Business Day following the date Section 9.1 Financials Financial Statements are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of Holdings or any direct or indirect parent of the Parent Entity Borrower shall have the right to cure such failure (the “Cure Right”) by (1) causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative AgentRequired Lenders) by the Parent Borrower Holdings (or from a contribution to the equity capital of the Parent Borrower Holdings in the form of Qualified Stock or of Disqualified Stock having terms reasonably satisfactory to the Administrative AgentRequired Lenders) to be contributed (directly or indirectly) as cash common equity to the Parent Borrower, in an amount (the “Cure Amount”) equal to the amount by which Consolidated EBITDA would need to be increased in order for the Parent Borrower to have been in compliance with the financial covenant set forth in Section 10.7 for the relevant Test Period to be contributed, directly or indirectly, as cash common equity to the Parent Borrower or (2) causing the Available Amount attributable to clauses (c) and (d) of the definition thereof to be reduced by an amount equal to the Cure Amount (and for purposes hereof, any utilization of the Available Amount other than as a Cure Amount shall be presumed to have used amounts pursuant to clauses (c) and (d) prior to amounts pursuant to other clauses thereunder), and, upon receipt by the Parent Borrower of such Cure Amount pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments:

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Parent Borrower fails to comply (or if the Parent Borrower expects it will fail to comply) with the requirement For purposes of the financial covenant set forth in Section 10.7, at any time during the relevant fiscal period until the expiration of the 15th Business Day following the date Section 9.1 Financials are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of Holdings or any Parent Entity shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Parent Borrower (or from a contribution to the equity capital of the Parent Borrower in the form of Qualified Stock or of Disqualified Stock having terms reasonably satisfactory to the Administrative Agent) to be contributed (directly or indirectly) as cash common equity to the Parent Borrower, in an amount (the “Cure Amount”) equal to the amount by which Consolidated EBITDA would need to be increased in order for the Parent Borrower to have been in determining compliance with the financial covenant set forth in Section 10.7 6.11 of this Agreement, as of the end of any one Fiscal Quarter, upon notice from the Borrower to the Lender on or prior to the date that the financial statements for the relevant Test Period andmonth on which the last day of such Fiscal Quarter occurs are required to be delivered pursuant to Section 5.09.2 that the Borrower intends to receive an Equity Cure pursuant to this Section 8.05, upon receipt subject to the limitations set forth below, a cash equity investment contribution (an “Equity Cure”) (which to the extent constituting other than common Equity Interests will be on terms and conditions acceptable to the Lender but shall not, in any event be in the form of a loan) from the Guarantor or the Ultimate Parent, the net cash proceeds of such Equity Cure received by the Parent Borrower within fifteen (15) days following the date on which such financial statements are required to be delivered will, at the Borrower’s request, be deemed to increase net income for such Fiscal Quarter and as of the last day of such Fiscal Quarter solely for the purposes of determining compliance with the Interest Coverage Ratio as set forth in Section 6.11 hereof tested at the end of such Fiscal Quarter and applicable subsequent periods which include such Fiscal Quarter. Following an Equity Cure, the Borrower must immediately pay down the amount of the Loans that would have caused the breach of the Interest Coverage Ratio set forth in Section 6.11 hereof had no Equity Cure Amount pursuant been made to the exercise extent necessary to cause the Borrower to be in compliance with Section 6.11 as of such Cure Rightthe last day of the relevant Fiscal Quarter, such and shall deliver to the Lender calculations demonstrating to the reasonable satisfaction of the Lender monthly pro forma financial covenant compliance by the Borrower for the remainder of the term of the Credit Facility. The Equity Cure may be exercised only once during the two-year term of the Credit Facility. The Lender shall not be recalculated giving effect obligated to extend additional credit under the following pro forma adjustments:Credit Facility during the period between the breach of the financial covenant and the completion of the Equity Cure.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Parent Borrower Holdings fails to comply (or if the Parent Borrower expects it will fail to comply) with the requirement of the financial covenant set forth in Section 10.7, at from the beginning of any time during the relevant fiscal period until the expiration of the 15th 10th Business Day following the date Section 9.1 Financials financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of Holdings or any Parent Entity direct or indirect parent of Holdings shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Parent Borrower Holdings (or from a contribution to the common equity capital of the Parent Borrower in the form of Qualified Stock or of Disqualified Stock having terms reasonably satisfactory to the Administrative AgentHoldings) to be contributed (contributed, directly or indirectly) , as cash common equity to the Parent BorrowerBorrowers, in an and upon receipt by the Borrowers of such cash contribution (such cash amount (being referred to as the “Cure Amount”) equal to the amount by which Consolidated EBITDA would need to be increased in order for the Parent Borrower to have been in compliance with the financial covenant set forth in Section 10.7 for the relevant Test Period and, upon receipt by the Parent Borrower of such Cure Amount pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments:: (a). Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall not be decreased from the proceeds of the Cure Amount (including, without limitation, by means of “cash netting”) for calculating compliance with the financial covenant in Section 10.7 for the fiscal quarter for which such Cure Amount is deemed applied; provided the amount of Consolidated First Lien Secured Debt may be reduced for purposes of determining compliance with the financial covenant set forth in Section 10.7 in subsequent fiscal quarters to the extent the Cure Right is applied to prepay Indebtedness; and (c) if, after giving effect to the foregoing recalculations, Holdings shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, Holdings shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 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 such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrowers to be in compliance with the financial covenant set forth in Section 10.7; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination under the Credit Documents other than for determining compliance with Section 10.7. Section 12. The Agents -181- 12.1

Equity Cure. Notwithstanding anything (a)In relation to any Relevant Period ending during the Amendment Period, if (i) cash proceeds (an “Equity Investment”) are received by the Parent pursuant to any Additional Shareholder Funding or any Subordinated Shareholder Funding, during or after the final day of such Relevant Period but no later than 20 Business Days after the earlier of (A) the date on which the interim or annual financial statements and related compliance certificate (a “Compliance Certificate”) is required to be delivered to the contrary contained Holders pursuant to Section 7.1(a) or (b), as applicable, and (B) the date on which such financial statements and Compliance Certificate are actually delivered to the Holders (such date, the “Outside Cure Date”) and (ii) such Equity Investment actually received by the Parent on or before the Outside Cure Date shall be designated in writing by the Parent to the Holders as being provided for the purposes of this Section 1110.16(a) (as so designated, in the event that the Parent Borrower fails to comply (or if the Parent Borrower expects it will fail to comply) with the requirement of “Equity Cure Amount”), then the financial covenant set forth out in Section 10.710.13(a) shall be calculated or, at as the case may be, recalculated (x) as if any time during the relevant fiscal period until the expiration of the 15th Business Day following the date Section 9.1 Financials are required to be delivered such Equity Investment so made in respect of a Relevant Period ending during the Amendment Period had been made immediately prior to the last date of such fiscal period for which Relevant Period and (y) the Adjusted Consolidated EBITDA of the Group shall be increased by an amount equal to such financial covenant is being measured, any holder Equity Cure Amount. No Event of Capital Stock or Stock Equivalents of Holdings or any Parent Entity Default shall have the right deemed to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock have occurred or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Parent Borrower (or result from a contribution failure to the equity capital achieve Adjusted Consolidated EBITDA of the Parent Borrower £25,000,000 for such Relevant Period in the form of Qualified Stock or of Disqualified Stock having terms reasonably satisfactory accordance with Section 10.13(a) if any such Equity Cure Amount is sufficient to the Administrative Agent) increase Adjusted Consolidated EBITDA to be contributed (directly or indirectly) as cash common equity to the Parent Borrower, in an amount (the “Cure Amount”) that is equal to the amount by which Consolidated EBITDA would need to be increased in order or exceeds £25,000,000 for the Parent Borrower to have been in compliance with the financial covenant set forth in Section 10.7 for the relevant Test Period and, upon receipt by the Parent Borrower of such Cure Amount pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments:Relevant Period. ​ ​

Equity Cure. Notwithstanding anything to the contrary contained in this Section 116.1, for purposes of determining whether an Event of Default has occurred under Section 5.1(a)(iii) , any cash contribution (in the event form of common equity or subordinated debt) made to the Borrower after the last day of any calendar month and on or prior to the day that is fifteen (15) Business Days after written notice from the Administrative Agent that the Parent Borrower fails is not in compliance with Section 5.1(a)(iii) as of the end of the most recently ended calendar month will, at the request of the Borrower and to comply the extent so requested, be included in the calculation of such covenants by increasing the Adjusted Tangible Net Worth of the Borrower (or if reducing the Parent Borrower expects it will fail amount of Corporate Debt to complythe extent such amounts are utilized to pay down Corporate Debt) solely for the purpose of determining compliance with the requirement of the financial Corporate Debt to Tangible Net Worth Ratio covenant set forth at Section 5.1(a)(iii) at the end of such period and any subsequent period that includes such period (any such cash contribution to the extent so requested by the Borrower to be included, a “Specified Contribution”); provided that (i) no more than eight Specified Contributions will be made in Section 10.7the aggregate, at and (ii) all Specified Contributions will be disregarded for all other purposes under the Transaction Documents (including for purposes of determining other items governed by reference to any time during the relevant fiscal period until the expiration of the 15th Business Day following Financial Covenants or the date Section 9.1 Financials are required components thereof); and provided further that with respect to be delivered any Specified Contribution in respect the form of such fiscal period for which such financial covenant subordinated debt, (i) it does not mature prior to the Maturity Date, (ii) it is being measured, any holder subordinated to the Liens securing the Obligations created pursuant to the terms of Capital Stock or Stock Equivalents of Holdings or any Parent Entity shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless this Agreement on terms reasonably satisfactory acceptable to the Administrative Agent, (iii) by the Parent Borrower interest thereon is payable-in-kind (or from a contribution to the equity capital allowing for deferment of the Parent Borrower interest payments and/or payment in the form of Qualified Stock or of Disqualified Stock having additional debt rather in cash), and (iv) it is otherwise on terms reasonably satisfactory acceptable to the Administrative Agent) to be contributed (directly or indirectly) as cash common equity to the Parent Borrower, in an amount (the “Cure Amount”) equal to the amount by which Consolidated EBITDA would need to be increased in order for the Parent Borrower to have been in compliance with the financial covenant set forth in Section 10.7 for the relevant Test Period and, upon receipt by the Parent Borrower of such Cure Amount pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments:.

Equity Cure. Notwithstanding anything (a)In relation to any Relevant Period ending during the Amendment Period, if (i) cash proceeds (an “Equity Investment”) are received by the Parent pursuant to any Additional Shareholder Funding or any Subordinated Shareholder Funding, during or after the final day of such Relevant Period but no later than 20 Business Days after the earlier of (A) the date on which the interim or annual financial statements and related compliance certificate (a “Compliance Certificate”) is required to be delivered to the contrary contained Holders pursuant to Section 7.1(a) or (b), as applicable, and (B) the date on which such financial statements and Compliance Certificate are actually delivered to the Holders (such date, the “Outside Cure Date”) and (ii) such Equity Investment actually received by the Parent on or before the Outside Cure Date shall be designated in writing by the Parent to the Holders as being provided for the purposes of this Section 1110.16(a) (as so designated, in the event that the Parent Borrower fails to comply (or if the Parent Borrower expects it will fail to comply) with the requirement of “Equity Cure Amount”), then the financial covenant set forth out in Section 10.710.13(a) shall be calculated or, at as the case may be, recalculated (x) as if any time during the relevant fiscal period until the expiration of the 15th Business Day following the date Section 9.1 Financials are required to be delivered such Equity Investment so made in respect of a Relevant Period ending during the Amendment Period had been made immediately prior to the last date of such fiscal period for which Relevant Period and (y) the Adjusted Consolidated EBITDA of the Group shall be increased by an amount equal to such financial covenant is being measured, any holder Equity Cure Amount. No Event of Capital Stock or Stock Equivalents of Holdings or any Parent Entity Default shall have the right deemed to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock have occurred or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Parent Borrower (or result from a contribution failure to the equity capital achieve Adjusted Consolidated EBITDA of the Parent Borrower £25,000,000 for such Relevant Period in the form of Qualified Stock or of Disqualified Stock having terms reasonably satisfactory accordance ​ ​ with Section 10.13(a) if any such Equity Cure Amount is sufficient to the Administrative Agent) increase Adjusted Consolidated EBITDA to be contributed (directly or indirectly) as cash common equity to the Parent Borrower, in an amount (the “Cure Amount”) that is equal to the amount by which Consolidated EBITDA would need to be increased in order or exceeds £25,000,000 for the Parent Borrower to have been in compliance with the financial covenant set forth in Section 10.7 for the relevant Test Period and, upon receipt by the Parent Borrower of such Cure Amount pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments:Relevant Period.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Parent Borrower Holdings fails to comply (or if the Parent Borrower expects it will fail to comply) with the requirement of the financial covenant set forth in Section 10.7, at from the beginning of any time during the relevant fiscal period until the expiration of the 15th 10th Business Day following the date Section 9.1 Financials financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of Holdings or any Parent Entity direct or indirect parent of Holdings shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Parent Borrower Holdings (or from a contribution to the common equity capital of the Parent Borrower in the form of Qualified Stock or of Disqualified Stock having terms reasonably satisfactory to the Administrative AgentHoldings) to be contributed (contributed, directly or indirectly) , as cash common equity to the Parent either Borrower, in an and upon receipt by such Borrower of such cash contribution (such cash amount (being referred to as the “Cure Amount”) equal to the amount by which Consolidated EBITDA would need to be increased in order for the Parent Borrower to have been in compliance with the financial covenant set forth in Section 10.7 for the relevant Test Period and, upon receipt by the Parent Borrower of such Cure Amount pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments:: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated Total Debt shall be decreased for purposes of determining compliance with Section 10.7 solely to the extent proceeds of the Cure Amount are actually applied to prepay Indebtedness, and in no event shall any reduction be given effect during the fiscal quarter with regard to which the Cure Right is exercised; and (c) if, after giving effect to the foregoing recalculations, Holdings shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7 (calculated on a Pro Forma Basis), Holdings shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 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 such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination under the Credit Documents other than for determining compliance with Section 10.7. -142-