Common use of Rectification Clause in Contracts

Rectification. (a) If any of the financial covenants set out in paragraphs (a) to (c) of Clause 21.1 (Financial covenants) is not satisfied (an “Unsatisfied Financial Covenant”) for any Relevant Period ending on a Relevant Date (the “Affected Relevant Date”), within 20 Business Days after the earlier of the date on which the financial statements for the period ending on the Affected Relevant Date are due under Clause 20.1 (Annual financial statements) and/or Clause 20.2 (Quarterly financial statements), and the date on which the financial statements for the period ending on the Affected Relevant Date are actually received by the Agent, the Borrower may: (i) obtain an equity contribution or Internal Subordinated Debt (each, a “Sponsor Group Contribution”) from a member of the Sponsor Group; (ii) repay or prepay outstanding Debt (including outstanding Loans); (iii) provide cash cover in respect of the Loans; and/or (iv) procure the issue of Bank SBLCs in favour of the Agent, (each a “Rectification Amount”) so that immediately after such contribution, prepayment, repayment, provision of cash cover and/or issue of Bank SBLCs, the Unsatisfied Financial Covenant will be satisfied, it being understood that in relation to an Unsatisfied Financial Covenant in respect of paragraph (c) of Clause 21.1 (Financial covenants), the Borrower may only satisfy such Unsatisfied Financial Covenant pursuant to paragraph (a)(i) above. (b) If a Rectification Amount has been provided to satisfy an Unsatisfied Financial Covenant and that financial covenant is satisfied for the Relevant Periods ending on any two consecutive Relevant Dates after the Affected Relevant Date, in each case, without taking into consideration such Rectification Amount, provided that no Default is continuing: (i) where the Rectification Amount comprises a Sponsor Group Contribution, the Borrower may repay that Sponsor Group Contribution (or the relevant part thereof); (ii) where the Rectification Amount comprises a repayment or prepayment of Debt, the Borrower may redraw that Debt in accordance with its terms (provided that where that Debt comprised outstanding Loans, such Loans may only be redrawn in accordance with this Agreement); and (iii) where the Rectification Amount comprises cash cover or a Bank SBLC, the Security Trustee shall (and is irrevocably authorised and instructed by all the Secured Parties to), upon the written request of the Borrower, release such cash cover (or the relevant part thereof) or, as the case may be, Bank SBLC, at the cost and expense of the Borrower. (c) The cash proceeds received by the Borrower from any Sponsor Group Contribution or the face value of any Bank SBLC shall be included in the calculation of Consolidated Adjusted EBITDA and any repayment of Debt or any provision of cash cover in respect of the Loans shall reduce the Debt as of the applicable Relevant Date (in each case, without double counting), following which the relevant financial covenants shall be calculated or recalculated (as the case may be) including, without double counting, such Sponsor Group Contribution, the face value of any Bank SBLC and/or such repayment or cash cover (solely for the purpose of ascertaining compliance with the requirements and not for any other purpose). (d) If, after giving effect to the calculation or recalculation referred to in paragraph (c) above, the relevant financial covenants are met, then for all purposes under the Finance Documents: (i) (in the case of prevention of a breach of financial covenants) the Event of Default which otherwise would have arisen will not arise; and (ii) (in the case of cure of a breach of financial covenants) the Event of Default which arose as a result shall be deemed not to have arisen.

Rectification. (a) If any of the financial covenants set out in paragraphs (a) to (c) of Clause 21.1 (Financial covenants) is not satisfied (an “Unsatisfied Financial Covenant”) for any Relevant Period ending on a Relevant Date (the “Affected Relevant Date”), within 20 Business Days after the earlier of the date on which the financial statements for the period ending on the Affected Relevant Date are due under Clause 20.1 (Annual financial statements) and/or Clause 20.2 (Quarterly financial statements), and the date on which the financial statements for the period ending on the Affected Relevant Date are actually received by the Agent, the Borrower may:: WTL/1019005126/Third Amended and Restated FA (i) obtain an equity contribution or Internal Subordinated Debt (each, a “Sponsor Group Contribution”) from a member of the Sponsor Group; (ii) repay or prepay outstanding Debt (including outstanding Loans); (iii) provide cash cover in respect of the Loans; and/or (iv) procure the issue of Bank SBLCs in favour of the Agent, (each a “Rectification Amount”) so that immediately after such contribution, prepayment, repayment, provision of cash cover and/or issue of Bank SBLCs, the Unsatisfied Financial Covenant will be satisfied, it being understood that in relation to an Unsatisfied Financial Covenant in respect of paragraph (c) of Clause 21.1 (Financial covenants), the Borrower may only satisfy such Unsatisfied Financial Covenant pursuant to paragraph (a)(i) above. (b) If a Rectification Amount has been provided to satisfy an Unsatisfied Financial Covenant and that financial covenant is satisfied for the Relevant Periods ending on any two consecutive Relevant Dates after the Affected Relevant Date, in each case, without taking into consideration such Rectification Amount, provided that no Default is continuing: (i) where the Rectification Amount comprises a Sponsor Group Contribution, the Borrower may repay that Sponsor Group Contribution (or the relevant part thereof); (ii) where the Rectification Amount comprises a repayment or prepayment of Debt, the Borrower may redraw that Debt in accordance with its terms (provided that where that Debt comprised outstanding Loans, such Loans may only be redrawn in accordance with this Agreement); and (iii) where the Rectification Amount comprises cash cover or a Bank SBLC, the Security Trustee shall (and is irrevocably authorised and instructed by all the Secured Parties to), upon the written request of the Borrower, release such cash cover (or the relevant part thereof) or, as the case may be, Bank SBLC, at the cost and expense of the Borrower. (c) The cash proceeds received by the Borrower from any Sponsor Group Contribution or the face value of any Bank SBLC shall be included in the calculation of Consolidated Adjusted EBITDA and any repayment of Debt or any provision of cash cover in respect of the Loans shall reduce the Debt as of the applicable Relevant Date (in each case, without double counting), following which the relevant financial covenants shall be calculated or recalculated (as the case may be) including, without double counting, such Sponsor Group Contribution, the face value of any Bank SBLC and/or such repayment or cash cover (solely for the purpose of ascertaining compliance with the requirements and not for any other purpose). . WTL/1019005126/Third Amended and Restated FA (d) If, after giving effect to the calculation or recalculation referred to in paragraph (c) above, the relevant financial covenants are met, then for all purposes under the Finance Documents: (i) (in the case of prevention of a breach of financial covenants) the Event of Default which otherwise would have arisen will not arise; and (ii) (in the case of cure of a breach of financial covenants) the Event of Default which arose as a result shall be deemed not to have arisen.

Rectification. (a) If any of the financial covenants set out in paragraphs (a) to (c) of Clause 21.1 (Financial covenants) is not satisfied (an “Unsatisfied Financial Covenant”) for any Relevant Period ending on a Relevant Date (the “Affected Relevant Date”), within 20 Business Days after the earlier of the date on which the financial statements for the period ending on the Affected Relevant Date are due under Clause 20.1 (Annual financial statements) and/or Clause 20.2 (Quarterly financial statements), and the date on which the financial statements for the period ending on the Affected Relevant Date are actually received by the Agent, the Borrower may: (i) obtain an equity contribution or Internal Subordinated Debt (each, a “Sponsor Group Contribution”) from a member of the Sponsor Group; (ii) repay or prepay outstanding Debt (including outstanding Loans); (iii) provide cash cover in respect of the Loans; and/or (iv) procure the issue of Bank SBLCs in favour of the Agent, (each a “Rectification Amount”) so that immediately after such contribution, prepayment, repayment, provision of cash cover and/or issue of Bank SBLCs, the Unsatisfied Financial Covenant will be satisfied, it being understood that in relation to an Unsatisfied Financial Covenant in respect of paragraph (c) of Clause 21.1 (Financial covenants), the Borrower may only satisfy such Unsatisfied Financial Covenant pursuant to paragraph (a)(i) above. (b) If a Rectification Amount has been provided to satisfy an Unsatisfied Financial Covenant and that financial covenant is satisfied for the Relevant Periods ending on any two consecutive Relevant Dates after the Affected Relevant Date, in each case, without taking into consideration such Rectification Amount, provided that no Default is continuing: (i) where the Rectification Amount comprises a Sponsor Group Contribution, the Borrower may repay that Sponsor Group Contribution (or the relevant part thereof); (ii) where the Rectification Amount comprises a repayment or prepayment of Debt, the Borrower may redraw that Debt in accordance with its terms (provided that where that Debt comprised outstanding Loans, such Loans may only be redrawn in accordance with this Agreement); and (iii) where the Rectification Amount comprises cash cover or a Bank SBLC, the Security Trustee shall (and is irrevocably authorised and instructed by all the Secured Parties to), upon the written request of the Borrower, release such cash cover (or the relevant part thereof) or, as the case may be, Bank SBLC, at the cost and expense of the Borrower. (c) The cash proceeds received by the Borrower from any Sponsor Group Contribution or the face value of any Bank SBLC shall be included in the calculation of Consolidated Adjusted EBITDA and any repayment of Debt or any provision of cash cover in respect of the Loans shall reduce the Debt as of the applicable Relevant Date (in each case, without double counting), following which the relevant financial covenants shall be calculated or recalculated (as the case may be) including, without double counting, such Sponsor Group Contribution, the face value of any Bank SBLC and/or such repayment or cash cover (solely for the purpose of ascertaining compliance with the requirements and not for any other purpose). (d) If, after giving effect to the calculation or recalculation referred to in paragraph (c) above, the relevant financial covenants are met, then for all purposes under the Finance Documents: (i) (in the case of prevention of a breach of financial covenants) the Event of Default which otherwise would have arisen will not arise; and (ii) (in the case of cure of a breach of financial covenants) the Event of Default which arose as a result shall be deemed not to have arisen.

Rectification. (a) If any of the financial covenants set out in paragraphs (a) to (cd) of Clause 21.1 25.1 (Financial covenants) is not satisfied (an “Unsatisfied Financial Covenant”) for any Relevant Period ending on a Relevant Date (the “Affected Relevant Date”), within 20 Business Days after the earlier of an officer of the date on which the financial statements for the period ending on the Affected Relevant Date are due under Clause 20.1 (Annual financial statements) and/or Clause 20.2 (Quarterly financial statements), Borrower becoming aware of such Unsatisfied Financial Covenant and the date on which Agent giving notice to the financial statements for Borrower of the period ending on failure to comply, without in any way limiting the Affected Relevant Date are actually received by obligations of the AgentSponsor under the Sponsor Support Agreement, the Borrower may: (i) obtain an equity contribution or Internal Subordinated Debt (each, a “Sponsor Group Contribution”) from a member of the Sponsor Group; (ii) repay or prepay outstanding Debt (including outstanding Loans); (iii) provide cash cover in respect of the LoansUtilisations; and/or (iv) procure the issue of Bank SBLCs in favour of the Agent, (each a “Rectification Amount”) so that immediately after such contribution, prepayment, repayment, provision of cash cover and/or issue of Bank SBLCs, the Unsatisfied Financial Covenant will be satisfied, it being understood that in relation to an Unsatisfied Financial Covenant in respect of paragraph (c) of Clause 21.1 (Financial covenants), the Borrower may only satisfy such Unsatisfied Financial Covenant pursuant to paragraph (a)(i) above. (b) If a Rectification Amount has been provided to satisfy an Unsatisfied Financial Covenant and that financial covenant is satisfied for the Relevant Periods ending on any two consecutive Relevant Dates after the Affected Relevant Date, in each case, Date without taking into consideration such Rectification Amount, provided that no Default is continuing: (i) where the Rectification Amount comprises a Sponsor Group Contribution, the Borrower may repay that Sponsor Group Contribution (or the relevant part thereof); (ii) where the Rectification Amount comprises a repayment or prepayment of Debt, the Borrower may redraw that Debt in accordance with its terms (provided that where that Debt comprised outstanding Loans, such Loans may only be redrawn in accordance with this Agreement); and (iii) where the Rectification Amount comprises cash cover or a Bank SBLC, the Security Trustee shall (and is irrevocably authorised and instructed by all the Secured Parties to), upon the written request of the Borrower, release such cash cover (or the relevant part thereof) or, as the case may be, Bank SBLC, at the cost and expense of the Borrower. (c) The cash proceeds received by the Borrower from any Sponsor Group Contribution or the face value of any Bank SBLC shall be included in the calculation of Consolidated Adjusted EBITDA and any repayment of Debt or any provision of cash cover in respect of the Loans Utilisations shall reduce the Debt as of the applicable Relevant Date (in each case, without double counting), following which the relevant financial covenants shall be calculated or recalculated (as the case may be) including, without double counting, such Sponsor Group Contribution, the face value of any Bank SBLC and/or such repayment or cash cover (solely for the purpose of ascertaining compliance with the requirements and not for any other purpose). (d) If, after giving effect to the calculation or recalculation referred to in paragraph (c) above, the relevant financial covenants are met, then for all purposes under the Finance Documents: (i) (in the case of prevention of a breach of financial covenants) the Event of Default which otherwise would have arisen will not arise; and (ii) (in the case of cure of a breach of financial covenants) the Event of Default which arose as a result shall be deemed not to have arisen.