Common use of Investors’ Right to Cure Clause in Contracts

Investors’ Right to Cure. Notwithstanding anything to the contrary contained in Section 11.3(a), in the event that the Borrower fails to comply with the requirement of the covenants set forth in Section 10.8, until the expiration of the tenth day after the date on which Section 9.1 Financials with respect to the Test Period in which the covenant set forth in such Section is being measured are required to be delivered pursuant to Section 9.1, any of the Investors shall have the right to make a direct or indirect equity investment in the Borrower in cash (the “Cure Right”), and upon the receipt by the Borrower of net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such net cash proceeds to such person, the “Cure Amount”), the covenant set forth in such Section shall be recalculated, giving effect to a pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such net cash proceeds; provided that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence of a Default or an Event of Default under the covenant set forth in such Section with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under any Credit Document. If, after the exercise of the Cure Right and the recalculations pursuant to clause (a) above, the Borrower shall then be in compliance with the requirements of the covenant set forth in Section 10.8 during such Test Period (including for purposes of Section 7.1), the Borrower shall be deemed to have satisfied the requirements of such covenant 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 Default or Event of Default under Section 11.3 that had occurred shall be deemed cured; provided that (i) in each Test Period there shall be at least one fiscal quarter in which no Cure Right is exercised and (ii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in Section 10.8.

Investors’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 11.3(a), in the event that the Parent Borrower fails to comply with the requirement of the covenants covenant set forth in Section 10.810.9, until the expiration of the tenth day after the date on which Section 9.1 Financials with respect to the Test Period in which the covenant set forth in such Section is being measured are required to be delivered pursuant to Section 9.1, any of the Investors shall have the right to make a direct or indirect equity investment (other than any amount invested in satisfaction of the requirements set forth in the first sentence of Section 10.7(d)) in the Parent Borrower in cash (the “Cure Right”), and upon the receipt by the Parent Borrower of net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such net cash proceeds to such person, the “Cure Amount”), the covenant set forth in such Section shall be recalculated, giving effect to a pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such net cash proceeds; provided that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence of a Default or an Event of Default under the covenant set forth in such Section with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under any Credit Document. . (b) If, after the exercise of the Cure Right and the recalculations pursuant to clause (a) above, the Parent Borrower shall then be in compliance with the requirements of the covenant set forth in Section 10.8 10.9 during such Test Period (including for purposes of Section 7.1), the Parent Borrower shall be deemed to have satisfied the requirements of such covenant 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 Default or Event of Default under Section 11.3 that had occurred shall be deemed cured; provided that (i) in each Test Period there shall be at least one fiscal quarter in which no Cure Right is exercised and (ii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Parent Borrower to be in compliance with the covenant set forth in Section 10.810.9.

Investors’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 11.3(a), in the event that the Parent Borrower fails to comply with the requirement of the covenants covenant set forth in Section 10.810.9, until the expiration of the tenth day after the date on which Section 9.1 Financials with respect to the Test Period in which the covenant set forth in such Section is being measured are required to be delivered pursuant to Section 9.1, any of the Investors shall have the right to make a direct or indirect equity investment in the Parent Borrower in cash (the “Cure Right”), and upon the receipt by the Parent Borrower of net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such net cash proceeds to such person, the “Cure Amount”), the covenant set forth in such Section shall be recalculated, giving effect to a pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such net cash proceeds; provided that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence of a Default or an Event of Default under the covenant set forth in such Section with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under any Credit Document. . (b) If, after the exercise of the Cure Right and the recalculations pursuant to clause (a) above, the Parent Borrower shall then be in compliance with the requirements of the covenant set forth in Section 10.8 10.9 during such Test Period (including for purposes of Section 7.1), the Parent Borrower shall be deemed to have satisfied the requirements of such covenant 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 Default or Event of Default under Section 11.3 that had occurred shall be deemed cured; provided that (i) in each Test Period there shall be at least one fiscal quarter in which no Cure Right is exercised and (ii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Parent Borrower to be in compliance with the covenant set forth in Section 10.810.9.

Investors’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 11.3(a), in the event that the Borrower Company fails to comply with the requirement of the covenants covenant set forth in Section 10.810.9, until the expiration of the tenth day after the date on which Section 9.1 Financials with respect to the Test Period in which the covenant set forth in such Section 10.9 is being measured are required to be delivered pursuant to Section 9.1, any of the Investors shall have the right to make a direct or indirect equity investment in the Borrower Company or any Restricted Subsidiary in cash (the “Cure Right”), and upon the receipt by the Borrower such Person of net cash proceeds Net Cash Proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such net cash proceeds Net Cash Proceeds to such person, the “Cure Amount”), the covenant set forth in such Section 10.9 shall be recalculated, giving effect to a pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such net cash proceedsNet Cash Proceeds; provided that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence of a Default or an Event of Default under the covenant set forth in such Section 10.9 with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under any Credit Document. . (b) If, after the exercise of the Cure Right and the recalculations pursuant to clause (a) above, the Borrower Company shall then be in compliance with the requirements of the covenant set forth in Section 10.8 10.9 during such Test Period (including for purposes of Section 7.1), the Borrower Company shall be deemed to have satisfied the requirements of such the covenant set forth in Section 10.9 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 Default or Event of Default under Section 11.3 that had occurred shall be deemed cured; provided that (i) in each Test Period there shall be at least one fiscal quarter in which no Cure Right is exercised and (ii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Borrower Company to be in compliance with the covenant set forth in Section 10.810.9.

Investors’ Right to Cure. Notwithstanding anything (i) Subject to the contrary contained in terms of this Section 11.3(a)4, in the event that Investor shall have the Borrower fails right, but not the obligation, to comply with cure or procure the requirement cure of the covenants set forth Project Event(s) of Default listed in Section 10.8, until the expiration of the tenth day after the date on which Section 9.1 Financials with respect to the Test Period in which the covenant set forth in such Section is being measured are required to be delivered pursuant to Section 9.1, any of the Investors Default Notice. The Investor shall have the right to make cure or procure the cure of any such Project Event of Default (A) that is curable by the payment of money during a direct or indirect equity investment in the Borrower in cash period of ten (10) Business Days (the “Monetary Cure RightPeriod”), and (B) that is not curable by the payment of money during a period of seventy five (75) days (the “Non-Monetary Cure Period” and, together with the Monetary Cure Period, the “Investor Cure Periods”); provided, however, that such Investor Cure Periods shall commence upon the receipt by the Investor of the applicable Default Notice and shall run simultaneously with the cure periods (if any) afforded to Borrower under the Credit Agreement or the Subordinated Credit Agreement. (ii) A Non-Monetary Cure Period may be extended with further written notice every thirty (30) days from the Investor to Administrative Agent updating Administrative Agent on the continuing diligent efforts by the Investor to cure such Project Event(s) of net cash proceeds pursuant Default; provided, however, that in any event, no Non-Monetary Cure Period shall be extended beyond the date that is seventy-five (75) days after the date the Investor receives the applicable Default Notice. Except for Administrative Agent’s retained enforcement rights as described in Section 4(b)(iii), Administrative Agent shall not exercise any remedies with respect to the exercise Class B Membership Interests during the Investor Cure Period. (iii) Nothing in this Section 4(b) shall affect the right of Administrative Agent to (A) take such action (including making any filings or renewals, initiating any proceedings or providing any notices or demands), or refrain from taking such action, in order to preserve or protect the continued perfection and priority of Administrative Agent’s liens on and the value of the Cure Right Class B Membership Interests and its rights under the Collateral Documents, (B) accrue interest (including through default rate interest) and charge fees on the capital contribution of any such net cash proceeds amounts unpaid, (C) terminate all unused commitments and not be obligated to such person, the “Cure Amount”), the covenant set forth in such Section shall be recalculated, giving effect to make additional loans or (D) if a pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such net cash proceeds; provided that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence of a Default or an Project Event of Default is continuing after the expiration of the applicable Investor Cure Period, exercise any of its rights and remedies under the covenant set forth Collateral Documents, including the right to foreclose on or sell in such Section with respect to any Test Period that includes lieu of foreclosure (or take similar action) the fiscal quarter for which such Cure Right was exercised and not for any other purpose under any Credit Document. If, after the exercise of the Cure Right and the recalculations pursuant to clause (a) above, the Borrower shall then be in compliance with the requirements of the covenant set forth in Section 10.8 during such Test Period (including for purposes of Section 7.1), the Borrower shall be deemed to have satisfied the requirements of such covenant 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 Default or Event of Default under Section 11.3 that had occurred shall be deemed cured; provided that (i) in each Test Period there shall be at least one fiscal quarter in which no Cure Right is exercised and (ii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in Section 10.8Class B Membership Interests.

Investors’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 11.3(a), in the event that the Borrower fails to comply with the requirement of the covenants set forth in Section 10.810.9 or Section 10.10, until the expiration of the tenth day after the date on which Section 9.1 Financials with respect to the Test Period in which the covenant set forth in such Section 10.9 or Section 10.10 is being measured are required to be delivered pursuant to Section 9.1, any of the Investors shall have the right to make a direct or indirect equity investment in the Borrower in cash (the “Cure Right”), and upon the receipt by the Borrower such Person of net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such net cash proceeds to such personPerson, the “Cure Amount”), the covenant covenants set forth in such Section 10.9 and 10.10 shall be recalculated, giving effect to a pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such net cash proceeds; provided that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence of a Default or an Event of Default under the covenant covenants set forth in such Section 10.9 and Section 10.10 with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under any Credit Document. . (b) If, after the exercise of the Cure Right and the recalculations pursuant to clause (a) above, the Borrower shall then be in compliance with the requirements of the covenant covenants set forth in Section 10.8 10.9 and Section 10.10 during such Test Period (including for purposes of Section 7.1), the Borrower shall be deemed to have satisfied the requirements of such covenant the covenants set forth in Section 10.9 and 10.10 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 Default or Event of Default under Section 11.3 that had occurred shall be deemed cured; provided that (i) in each Test Period there shall be at least one fiscal quarter in which no Cure Right is exercised and exercised, (ii) during each eight consecutive fiscal quarter period there shall be at least four consecutive fiscal quarters in which no Cure Right is exercised, (iii) with respect to any exercise of the Cure Right, the such Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant covenants set forth in Section 10.810.9 and Section 10.10 (but in no event shall such Cure Amount exceed 10% of Consolidated EBITDA), (iv) no Indebtedness repaid with the proceeds of any Cure Amount shall be deemed repaid for purposes of calculating the Consolidated Total Debt to Consolidated EBITDA Ratio or the Interest Coverage Ratio for the period in respect of which such contribution is made; and (v) the proceeds from any Cure Amount shall be utilized by the Borrower solely in the ordinary course of its business.

Investors’ Right to Cure. Notwithstanding anything to the contrary contained in Section 11.3(a), in the event that the Borrower fails to comply with the requirement of the covenants covenant set forth in Section 10.810.9, until the expiration of the tenth day after the date on which Section 9.1 Financials with respect to the Test Period in which the covenant set forth in such Section is being measured are required to be delivered pursuant to Section 9.1, any of the Investors shall have the right to make a direct or indirect equity investment in the Borrower or any Restricted Subsidiary in cash (the “Cure Right”), and upon the receipt by the Borrower such Person of net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such net cash Net Cash proceeds to such person, the “Cure Amount”), the covenant set forth in such Section shall be recalculated, giving effect to a pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such net cash proceeds; provided that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence of a Default or an Event of Default under the covenant set forth in such Section with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under any Credit Document. If, after the exercise of the Cure Right and the recalculations pursuant to clause (a) abovethe preceding paragraph, the Borrower shall then be in compliance with the requirements of the covenant set forth in Section 10.8 10.9 during such Test Period (including for purposes of Section 7.1), the Borrower shall be deemed to have satisfied the requirements of such covenant 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 Default or Event of Default under Section 11.3 that had occurred shall be deemed cured; provided that (i) in each Test Period there shall be at least one fiscal quarter in which no Cure Right is exercised and (ii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in Section 10.810.9.

Investors’ Right to Cure. Notwithstanding anything to the contrary contained in Section 11.3(a), in the event that the Parent Borrower fails to comply with the requirement of the covenants set forth in Section 10.8, until the expiration of the tenth day after the date on which Section 9.1 Financials with respect to the Test Period in which the covenant set forth in such Section is being measured are required to be delivered pursuant to Section 9.1, any of the Investors shall have the right to make a direct or indirect equity investment in the Parent Borrower in cash (the “Cure Right”), and upon the receipt by the Parent Borrower of net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such net cash proceeds to such person, the “Cure Amount”), the covenant set forth in such Section shall be recalculated, giving effect to a pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such net cash proceeds; provided that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence of a Default or an Event of Default under the covenant set forth in such Section with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under any Credit Document. If, after the exercise of the Cure Right and the recalculations pursuant to clause (a) above, the Parent Borrower shall then be in compliance with the requirements of the covenant set forth in Section 10.8 during such Test Period (including for purposes of Section 7.1), the Parent Borrower shall be deemed to have satisfied the requirements of such covenant 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 Default or Event of Default under Section 11.3 that had occurred shall be deemed cured; provided that (i) in each Test Period there shall be at least one fiscal quarter in which no Cure Right is exercised and (ii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Parent Borrower to be in compliance with the covenant set forth in Section 10.8.

Investors’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 11.3(a), in the event that the Borrower fails to comply with the requirement of the covenants covenant set forth in Section 10.810.9, until the expiration of the tenth day after the date on which Section 9.1 Financials with respect to the Test Period in which the covenant set forth in such Section is being measured are required to be delivered pursuant to Section 9.1, any of the Investors shall have the right to make a direct or indirect equity investment (other than in the form of Disqualified Equity Interests) in the Borrower in cash (the “Cure Right”), and upon the receipt by the Borrower such Person of net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such net cash proceeds to such person, the “Cure Amount”), the covenant set forth in such Section shall be recalculated, giving effect to a pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such net cash proceeds; provided that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence of a Default or an Event of Default under the covenant set forth in such Section with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under any Credit Document. . (b) If, after the exercise of the Cure Right and the recalculations pursuant to clause (a) above, the Borrower shall then be in compliance with the requirements of the covenant set forth in Section 10.8 10.9 during such Test Period (including for purposes of Section 7.1), the Borrower shall be deemed to have satisfied the requirements of such covenant 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 Default or Event of Default under Section 11.3 that had occurred shall be deemed cured; provided that (i) in each Test Period there shall be at least one fiscal quarter in which no Cure Right is exercised exercised, and (ii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in Section 10.810.9.

Investors’ Right to Cure. Notwithstanding anything to the contrary contained in Section 11.3(a), in the event that the Borrower fails to comply with the requirement of the covenants covenant set forth in Section 10.810.1, until the expiration of the tenth day after the date on which Section 9.1 Financials with respect to the Test Period in which the covenant set forth in such Section is being measured are required to be delivered pursuant to Section 9.1, any of the Investors shall have the right to make a direct or indirect equity investment in the Borrower or any Restricted Subsidiary in cash (the “Cure Right”), and upon the receipt by the Borrower such Person of net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such net cash Net Cash proceeds to such person, the “Cure Amount”), the covenant set forth in such Section shall be recalculated, giving effect to a pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such net cash proceeds; provided that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence of a Default or an Event of Default under the covenant set forth in such Section with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under any Credit Document. If, after the exercise of the Cure Right and the recalculations pursuant to clause (a) abovethe preceding paragraph, the Borrower shall then be in compliance with the requirements of the covenant set forth in Section 10.8 10.1 during such Test Period (including for purposes of Section 7.1), the Borrower shall be deemed to have satisfied the requirements of such covenant 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 Default or Event of Default under Section 11.3 that had occurred shall be deemed cured; provided that (i) in each Test Period there shall be at least one fiscal quarter in which no Cure Right is exercised and (ii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in Section 10.810.1. In the event that any of the Investors elect to exercise a Cure Right (as defined in the XxXxxxxx Opco Term Loan Credit Agreement) (such Cure Right, a “XxXxxxxx Opco Cure Right”) pursuant to the XxXxxxxx Opco Term Loan Credit Agreement and the Borrower is in compliance with the requirement of covenant set forth in Section 10.1 without giving effect to the Cure Amount (as defined in the XxXxxxxx Opco Term Loan Credit Agreement) (such Cure Amount, the “XxXxxxxx Opco Cure Amount”) of such XxXxxxxx Opco Cure Right, then the exercise of such XxXxxxxx Opco Cure Right shall not be deemed an exercise of a Cure Right under this Agreement. In the event that any of the Investors elect to exercise both a Cure Right pursuant to this Section 12.1 and a XxXxxxxx Cure Right pursuant to the XxXxxxxx Opco Term Loan Credit Agreement, then the XxXxxxxx Cure Amount of such XxXxxxxx Cure Right shall be deemed to be the Cure Amount of such Cure Right and such deemed Cure Amount shall not breach clause (ii) of the proviso in the second paragraph of this Section 12.

Investors’ Right to Cure. Notwithstanding anything (i) Right to Cure. (A) Subject to the contrary contained in terms of this Section 11.3(a)2, in the event that Investor shall have the Borrower fails right, but not the obligation, to comply with cure or procure the requirement cure of the covenants set forth Event(s) of Default listed in Section 10.8, until the expiration of the tenth day after the date on which Section 9.1 Financials with respect to the Test Period in which the covenant set forth in such Section is being measured are required to be delivered pursuant to Section 9.1, any of the Investors Default Notice. The Investor shall have the right to make cure, or procure the cure, of any such Event of Default that is curable by the payment of money (including, without limitation, an Event of Default under Sections 8.0l(a), 8.0l(e), 8.0l(t) or8.0l(c)(i) (with respect to the failure to pay insurance premiums for the insurance required to be maintained pursuant to Section 7.0l (h) of the Financing Agreement) during a direct or indirect equity investment in the Borrower in cash period of twenty (20) days (the “Monetary Cure RightPeriod”)) and the Investor shall have the right to cure any other Event of Default during a period of sixty (60) days (the “Non-Monetary Cure Period” and, and upon together with the receipt by the Borrower of net cash proceeds pursuant to the exercise of the Monetary Cure Right (including through the capital contribution of any such net cash proceeds to such personPeriod, the “Investor Cure AmountPeriods”). An Investor Cure Period shall commence upon the expiration of the relevant cure period afforded to the Borrower under the Financing Agreement, but only if, within ten (10) Business Days following the covenant set forth in such Section shall be recalculated, giving effect to a pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such net cash proceeds; provided that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence receipt of a Default Notice by the Investor, the Investor confirms in writing to the Lender (such written confirmation, a “Confirmation Notice”) (i) that the Investor reasonably believes that the relevant Event(s) of Default is or are capable of cure by the Investor within the relevant Investor Cure Period and its basis for such belief and (ii) the intent of the Investor to make a good faith and diligent attempt to cure all such Events of Default. If such a Confirmation Notice has not been received by the Lender within the required time period, the applicable Investor Cure Period shall not be available to the Investor; provided, that no Investor Cure Period shall be available to the Investor with respect to any Event of Default occurring as a result of a Bankruptcy Event occurring with respect to the Borrower, Holdco or the Sponsor or an Event of Default directly or indirectly caused by Investor. A Non-Monetary Cure Period may be extended with further written notices from the Investor every fifteen (15) days to the Lender (x) updating the Lender on the continuing diligent efforts by the Investor to cure such Event of Default and (y) confirming that Investor reasonably expects to cure such Event of Default by not later than one hundred twenty (120) days after the date the Investor received the applicable Default Notice; provided, however, that, in any event, no Non-Monetary Cure Period shall extend beyond the date that is one hundred and twenty (120) days after the date the Investor received the applicable Default Notice (or such other period as may be agreed among the parties). Except for the Lender’s retained enforcement rights with respect to Collateral described in Section 2(c)(i)(B), the Lender shall not exercise any remedies with respect to the Collateral or exercise any of its other rights and remedies hereunder or under the covenant set forth Financing Documents (other than as specified below) or otherwise under applicable law during any Investor Cure Period. (B) Nothing in this Section 2 shall affect the right of the Lender, during the applicable Investor Cure Period, to the extentpermitted under the Financing Documents upon the occurrence and during the continuation of an Event of Default, to (i) block, or instructthe Accounts Bank to block, distributions to the Borrower pursuant to the Financing Agreement or the Accounts Agreement and apply such Section distributions for the payment of the Obligations under the Financing Agreement; (ii) block, instruct the Borrower to block, or exercise any of its rights and remedies under the Holdco Pledge Agreement to vote the pledged equity interests, to act as managing member or to control or direct the affairs, of the Borrower, including, without limitation, taking action in order to block, any dividend payment or other distribution (in cash, assets, property, rights, obligations or securities) on, or other payment on account of, any equity interest in Borrower; (iii) access and withdraw funds from the Accounts Collateral in accordance with the Accounts Agreement (including applying funds deposited in or credited to the Debt Service Reserve Account for the making of any payments then due and payable to the Lender under the Financing Agreement); (iv) take such action (including making any filings, renewals or initiating any proceedings, providing any notices or demands), or refrain from taking such action, in order to preserve or protect the continued perfection and priority of Liens of the Lender on and the value of the Collateral (including, without limitation, to prevent the termination of any Offtake Agreement or any other Major Project Document); (v) accrue interest at the Default Rate on the Obligations; (vi) take any action to amend or modify any of the Financing Documents pursuant to the terms thereof (other than as specified below) (vii) waive an Event of Default or grant an extension of any cure period afforded to the Borrower under the Financing Documents with respect to any Test Period Event of Default or (viii) exercise any of its other rights and remedies under the Financing Documents (other than as specified below, to the extent that includes any such exercise would not result in an ITC Loss Event. (C) If there is an Event of Default caused by the fiscal quarter for which action or failure to act of Administrator under the Administrative Services Agreement, and Sponsor or an Affiliate of Sponsor is the Administrator, or by the action or failure to act of Seller under the MESPSA, and Sponsor or an Affiliate of Sponsor is the Seller, such Cure Right was exercised and not for default may, without limiting any other purpose under any Credit Document. Ifpossible cures, after be cured by the exercise of Investor taking the following actions during the applicable Investor Cure Right and the recalculations pursuant to clause Period: (a) aboveunless the Lender has replaced the Administrator or Seller, following the occurrence of such Event of Default and upon 5 business days’ notice to the Lender, the Borrower shall then Investor removing the Administrator or Seller and retaining a new Administrator or Seller, subject to the Lender’s approval (such approval not to be in compliance with unreasonably withheld or delayed), and (b) Investor commencing a recovery plan for such action or failure to act of Administrator or Seller within the requirements applicable Investor Cure Period (provided that the completion of such recovery plan may extend beyond the initial sixty (60) days of the covenant set forth applicable Non-Monetary Cure Period so long as the Investor is diligently proceeding to cure the applicable defaults and causing the periodic written notices to the Lender to be provided in accordance with Section 10.8 during such Test Period (including for purposes of Section 7.12(c)(i)(A), but shall not extend beyond the Borrower shall be deemed to have satisfied date that is one hundred and twenty (120) days after the requirements of such covenant as of date the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and Investor received the applicable Default or Notice); and (D) Notwithstanding any other provision of this Agreement, upon the occurrence and during the continuation of an Event of Default under Section 11.3 that had occurred shall be deemed cured; provided that (i) in each Test Period there shall be at least one fiscal quarter and during any period in which no Cure Right is exercised and (ii) with respect the Investor has the right to cure the same as provided in this Section 2, the Lender shall not execute or consent to any exercise amendment to any Financing Document or any Project Document that would materially adversely affect the Investor’s ability to cure such Event of Default without the prior written consent of the Cure RightInvestor, the Cure Amount shall be no greater than the amount required to cause the Borrower such consent not to be in compliance with the covenant set forth in Section 10.8unreasonably withheld or delayed.

Investors’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 11.3(a), in the event that the Borrower fails to comply with the requirement of the covenants set forth in Section 10.810.9 or Section 10.10, until the expiration of the tenth day after the date on which Section 9.1 Financials with respect to the Test Period in which the covenant set forth in such Section 10.9 or Section 10.10 is being measured are required to be delivered pursuant to Section 9.1, any of the Investors shall have the right to make a direct or indirect equity investment in the Borrower in cash (the “Cure Right”), and upon the receipt by the Borrower such Person of net cash proceeds Net Cash Proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such net cash proceeds Net Cash Proceeds to such person, the “Cure Amount”), the covenant covenants set forth in such Section 10.9 and 10.10 shall be recalculated, giving effect to a pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such net cash proceedsNet Cash Proceeds; provided that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence of a Default or an Event of Default under the covenant covenants set forth in such Section 10.9 and Section 10.10 with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under any Credit Document. . (b) If, after the exercise of the Cure Right and the recalculations pursuant to clause (a) above, the Borrower shall then be in compliance with the requirements of the covenant covenants set forth in Section 10.8 10.9 and Section 10.10 during such Test Period (including for purposes of Section 7.1), the Borrower shall be deemed to have satisfied the requirements of such covenant the covenants set forth in Section 10.9 and 10.10 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 Default or Event of Default under Section 11.3 that had occurred shall be deemed cured; provided that (i) in each Test Period there shall be at least one fiscal quarter in which no Cure Right is exercised and exercised, (ii) in during each two consecutive Test Periods there shall be at least four consecutive fiscal quarters in which no Cure Right is exercised, (iii) with respect to any exercise of the Cure Right, the such Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant covenants set forth in Section 10.810.9 and Section 10.10 (but in no event shall such Cure Amount exceed 10% of Consolidated EBITDA), (iv) no Indebtedness repaid with the proceeds of any Cure Amount shall be deemed repaid for purposes of calculating the Consolidated Total Debt to Consolidated EBITDA Ratio or the Interest Coverage Ratio for the period in respect of which such contribution is made; and (v) the proceeds from any Cure Amount shall be utilized by the Borrower solely in the ordinary course of its business.