Common use of Borrower’s Right to Cure Clause in Contracts

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails to comply with the requirements of the Financial Covenant on any Compliance Date (a “Financial Covenant Default”), on or after the first day of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 Business Days subsequent to the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant to Section 5.01, Holdings shall have the right to issue Permitted Securities (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Cure Right”); provided that at the Borrower’s option, the Borrower may elect to exercise such Cure Right prior to the date of the delivery of the applicable financial statements if the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Covenant upon the delivery of such financial statements, and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments:

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, in the event that the Borrower fails to comply with the requirements of the Financial Covenant on Covenants and at any Compliance Date (time during the last fiscal quarter in a “Financial Covenant Default”), on or after Test Period and until the first day expiration of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 tenth Business Days subsequent to Day after the date on which financial statements with respect to the fiscal period for such Financial Covenant Test Period in which such covenant is being measured are required to be delivered pursuant to Section 5.01, Holdings shall have the right to issue Permitted Securities 6.01 (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Cure RightPeriod”); provided that at , if the Borrower’s optionBorrower receives a Specified Equity Contribution during such Cure Period, the Borrower may elect apply the amount of the net cash proceeds of such Specified Equity Contribution to exercise such Cure Right prior increase Consolidated EBITDA with respect to the date last fiscal quarter of the delivery of the applicable financial statements if the Borrower reasonably determines relevant Test Period; provided that it will fail to comply with the requirements of the Financial Covenant upon the delivery of such financial statements, and upon the receipt net cash proceeds (i) are actually received by the Borrower as cash equity other than Disqualified Equity Interests (including through capital contribution of such net cash (the “Cure Amount”) pursuant proceeds to the exercise by Borrower) during the Borrower Cure Period, and (ii) were not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (or may have been) contingent on receipt of such Cure Rightamount or utilization of such amount for a specified purpose, or added to the Available Amount. The parties hereby acknowledge and agree that this Section 8.05(a) may not be relied on or used for purposes of determining permitted amounts with respect to covenants in this Agreement and pricing, and that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence of a Default under the Financial Covenant shall be recalculated giving effect Covenants with respect to any Test Period that includes the following pro forma adjustments:fiscal quarter for which such Specified Equity Contribution was received, and not for any other purpose under any Loan Document.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails to comply with the requirements of the Financial Performance Covenant on for any Compliance Date (a “Financial Covenant Default”)Fiscal Quarter, on or after from the first day of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date Fiscal Quarter until the date that is 10 Business Days ten days subsequent to the date on which financial statements with respect to the fiscal period for such Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.01, Holdings shall have the right to issue Permitted Securities (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent)Securities, the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Cure Right”); provided that at the Borrower’s option, the Borrower may elect to exercise such Cure Right prior to the date of the delivery of the applicable financial statements if the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Performance Covenant upon the delivery of such financial statements, and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, Right the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments:

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails to comply with the requirements of the Financial Covenant on any Compliance Date (a “Financial Covenant Default”), on or after the first day of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 Business Days subsequent to the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant to Section 5.01, Holdings shall have the right to issue Permitted Securities Equity Interests (other than Disqualified Stock) (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Cure Right”); provided that at the Borrower’s option, the Borrower may elect to exercise such Cure Right prior to the date of the delivery of the applicable financial statements if the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Covenant upon the delivery of such financial statements, and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments:

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, in the event that if the Borrower fails to comply with determines that an Event of Default under the requirements covenant set forth in Section 7.11 has occurred or may occur, during the period commencing after the beginning of the Financial Covenant on any Compliance Date (a “Financial Covenant Default”), on or after the first day of the most recently ended last fiscal quarter included in the such Test Period and ending on such Compliance Date until the date that is 10 Business Days subsequent to after the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant hereunder with respect to Section 5.01such fiscal quarter, Holdings shall have the right Borrower may either (i) prepay the Term Loans in an amount, or (ii) credit to issue Permitted Securities the Covenant Cure Account in an amount, in each case sufficient to ensure that, if that amount was deducted from the aggregate amount of the Loans, no such Event of Default would be continuing (either (i) or (ii), a “Financial Covenant Cure”); provided that, in the case of clause (ii), beginning on such date the Borrower and any other contribution to capital or sale or issuance of Loan Party shall be prohibited from withdrawing any other Equity Interests amount from the Covenant Cure Account (and the Collateral Agent shall block any such withdrawals from the Covenant Cure Account) until the next date on terms reasonably satisfactory to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable financial statements are delivered to the Administrative Agent pursuant to Section 6.01(a) or 6.01(b) and the Compliance Certificate pursuant to Section 6.02(a) indicating that the Borrower is in compliance with the covenant set forth in Section 7.11 without taking into account such Financial Covenant Cure effected pursuant to clause (collectivelyii). Immediately following prepayment of Loans or credit to the Covenant Cure Account as contemplated above, the “Cure Right”); provided that at the Borrower’s option, compliance with the Borrower may elect to exercise covenant set forth in Section 7.11 shall be re-tested and assuming such Cure Right prior to amount had been so prepaid or credited on the date of the delivery of the applicable financial statements if the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Covenant upon the delivery of such financial statements, and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments:re-test.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.0110.03(a), but subject to following clause (b), in the event that the U.S. Borrower fails shall fail to comply with the requirements of Section 9.10, until the Financial Covenant on any Compliance Date earlier of (a “Financial Covenant Default”), on or after x) the first day expiration of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 Business Days 30th day subsequent to the date on which financial statements with respect end of the applicable Test Period and (y) the Administrative Agent, upon the request of the Required Lenders, taking any action pursuant to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant to paragraph appearing at the end of Section 5.0110, Holdings the U.S. Borrower shall have the right to issue Permitted Securities (shares of U.S. Borrower Common Stock and/or Qualified Preferred Stock for cash or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as otherwise receive common equity or other equity on terms reasonably acceptable cash contributions to the Administrative Agent its capital (collectively, the “Cure Right”); provided that at the Borrower’s option, the Borrower may elect to exercise such Cure Right prior to the date of the delivery of the applicable financial statements if the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Covenant upon the delivery of such financial statements, ) and upon the receipt by the U.S. Borrower of such cash (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, Right (I) Consolidated EBITDA for the Financial Covenant most recently ended Fiscal Quarter shall be recalculated increased (and such increase shall be applicable for each subsequent Test Period which includes such Fiscal Quarter), solely for the purpose of Section 9.10 and not for any other purpose (including not for the purpose of any pro forma calculations made or required to be made pursuant to Section 8.15, even if testing pro forma compliance with Section 9.10) under this Agreement, by an amount equal to the Cure Amount and (II) if, after giving effect to such increase in Consolidated EBITDA for such Fiscal Quarter, the following pro forma adjustments:U.S. Borrower shall then be in compliance with the requirements of Section 9.10, the U.S. Borrower shall be deemed to have satisfied the requirements of Section 9.10 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 breach or default of Section 9.10 which had occurred shall be deemed cured for all purposes of the Agreement; provided that (x) this Section 10B shall not limit the rights or remedies of the Administrative Agent, the Lenders of any of the other Secured Creditors pursuant to this Agreement or any other Credit Document as a result of any Default or Event of Default that may exist as a result of any such failure to comply with the requirements of Section 9.10 prior to any exercise of the Cure Right and (y) the U.S. Borrower shall be required to apply each Cure Amount as a mandatory repayment and/or commitment reduction in accordance with the requirements of Section 4.02(d).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, for purposes of determining whether an Event of Default or potential Event of Default has occurred under any financial covenant set forth in Section 7.11(a) or (b) and at any time until the event that the Borrower fails to comply with the requirements expiration of the Financial Covenant on any Compliance Date tenth (a “Financial Covenant Default”), on or 10th) Business Day after the first day of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 Business Days subsequent to the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant with respect to Section 5.01the applicable fiscal quarter hereunder, Holdings shall have may make a Specified Equity Contribution to the right Borrower, and the Borrower may apply the amount of the cash proceeds thereof to issue Permitted Securities increase Consolidated EBITDA (or any other contribution solely for purposes of Sections 7.11(a) and (b)) with respect to capital or sale or issuance such applicable quarter (including for purposes of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Cure Right”four-quarter period that contains such quarter); provided that at such cash proceeds (i) are actually received by the Borrower (including through capital contribution of such cash proceeds to the Borrower’s option) no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (ii) Not Otherwise Applied. The parties hereby acknowledge that this Section 8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. If, after such adjustment and the recalculations pursuant to this paragraph, the Borrower may elect to exercise such Cure Right prior to the date of the delivery of the applicable financial statements if the Borrower reasonably determines that it will fail to comply shall then be in compliance with the requirements of the Financial Covenant upon covenant set forth in Section 7.11(a) or (b) for such period, the delivery Borrower shall be deemed to have satisfied the requirements of the covenants set forth in Section 7.11(a) and (b) 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 statements, and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, the Financial Covenant covenants that had occurred shall be recalculated giving effect to the following pro forma adjustments:cured for all purposes of this Agreement.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.017.1, for purposes of determining whether an Event of Default has occurred under any financial covenant set forth in the event that Sections 6.12, any cash received by the Borrower fails to comply with the requirements of the Financial Covenant on any Compliance Date (a “Financial Covenant Default”), on or after the first last day of the most recently ended fiscal quarter included in the Test Period ending respect of which such Event of Default has occurred and on such Compliance Date until or prior to the date that is 10 five (5) Business Days subsequent to after the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant to Section 5.01, Holdings shall have the right to issue Permitted Securities for such fiscal quarter (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Cure RightExpiration Date”) will, at the request of the Borrower, be included in the calculation of Borrowing Base or the Borrowing Base Eligible Assets solely for the purposes of determining compliance with the financial covenants set forth in Sections 6.12 at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (a “Cash Cure Amount”); provided that at (a) the Borrower’s option, amount of any Cash Cure Amount and the use of proceeds therefrom will be no greater than the amount required to cause the Borrower may elect to exercise such be in compliance with the financial covenants set forth in Section 6.12 and (b) the proceeds of all Cash Cure Right prior Amounts shall be applied to prepay the date of Loans and accompanied by the applicable Prepayment Premium required by Section 2.8(d) (if any). Upon the delivery of the applicable financial statements if Cash Cure Amount to the Borrower reasonably determines prior to the Cure Expiration Date, any Event of Default that has occurred pursuant to Section 6.12 shall be deemed to not have occurred and, for the avoidance of doubt, neither any Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Delayed Draw Term Loan Commitments and none of any Agent, any Lender or any Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Section 7.2, the other Loan Documents or applicable law prior to the Cure Expiration Date solely on the basis of an Event of Default having occurred and continuing under Section 6.12 (except to the extent that the Borrower has confirmed that in writing that it will fail does not intend to comply with provide a Cash Cure Amount). For the requirements avoidance of doubt, the Financial Covenant upon the delivery of such financial statements, and upon the Borrower shall not be able to obtain any Loan hereunder until receipt by the Borrower Agents of such cash (the “Cash Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments:; and

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that of any Event of Default resulting from a breach of Section 6.13 or Section 6.14 and until the Borrower fails to comply with the requirements expiration of the Financial Covenant on any Compliance Date fifteenth (a “Financial Covenant Default”), on or 15th) day after the first day of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 Business Days subsequent to the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant to Section 5.015.01(a) or (b) with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to issue Permitted Securities (Sponsor or any other contribution of its Affiliates may, if the IPO Closing Date has not occurred, make cash equity investments in the Borrower which may be applied by the Borrower to capital increase Adjusted Consolidated EBITDA with respect to such applicable fiscal quarter; provided that, such cash equity investments (i) are actually received by the Borrower no later than fifteen (15) days after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) or sale or issuance (b) with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 6.13 and Section 6.14 for any other Equity Interests on terms reasonably satisfactory applicable period. If, after giving effect to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Cure Right”); provided that at the Borrower’s optionforegoing recalculations, the Borrower may elect to exercise such Cure Right prior to the date of the delivery of the applicable financial statements if the Borrower reasonably determines that it will fail to comply shall then be in compliance with the requirements of Section 6.13 or Section 6.14, as applicable, the Financial Covenant upon Borrower shall be deemed to have satisfied the delivery requirements of Section 6.13 or Section 6.14, as applicable, as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such financial statementsdate, and upon the receipt by the Borrower applicable breach or default of such cash (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure RightSection 6.13 or Section 6.14, the Financial Covenant as applicable, that had occurred shall be recalculated giving effect deemed cured for the purposes of this Agreement. The parties hereby acknowledge that this Section 7.07(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 6.13 and Section 6.14 and shall not result in any adjustment to any amounts other than the following pro forma adjustments:amount of the Adjusted Consolidated EBITDA referred to in the immediately preceding sentence.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.1, in so long as the event that the Borrower fails to comply with the requirements Permitted Holders beneficially own, directly or indirectly, at least 35% of the Voting Stock of Borrower, for purposes of determining whether a Financial Covenant on any Compliance Date (a “Financial Covenant Default”)Event of Default has occurred, on or prior to the day that is 15 Business Days after the first day of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 Business Days subsequent to the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant to Section 5.01for the relevant Fiscal Quarter, Holdings Borrower shall have the right to issue Permitted Securities (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory voluntarily prepay Loans in an aggregate amount equal to the Administrative Agent)amount necessary to cure any Financial Covenant Event of Default and, for the proceeds avoidance of which Holdings will contribute doubt, in cash to the Borrower as common equity or other equity on terms reasonably acceptable to case of Revolving Loans, without any corresponding reduction of the Administrative Agent Revolving Commitments (collectivelyany such prepayment, the a “Cure RightFinancial Covenant Cure”); provided that at the Borrower’s option, the Borrower may elect to exercise such Cure Right prior to the date of the delivery of the applicable financial statements if the Borrower reasonably determines that it will fail to comply with the requirements of the (a) no more than three Financial Covenant upon Cures will be made during the delivery Revolving Commitment Period and no Financial Covenant Cures will be made in respect of such financial statements, consecutive Fiscal Quarters and upon (b) following the receipt exercise by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Rightright, the Financial Covenant shall be recalculated as if such prepayment had been made on the last day of such Fiscal Quarter and if, after giving effect to the following pro forma adjustments:foregoing recalculations, Borrower shall then be in compliance with the requirements of the Financial Covenant, Borrower shall be deemed to have satisfied the requirements of the Financial 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 Financial Covenant Event of Default which had occurred shall be deemed cured for all purposes of the Agreement.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01, in the event that of any Event of Default under any covenant set forth in Section 7.11 and until the Borrower fails to comply with the requirements expiration of the Financial Covenant on any Compliance Date tenth (a “Financial Covenant Default”), on or 10th) day after the first day of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 Business Days subsequent to the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant to Section 5.01, Holdings shall have the right to issue Permitted Securities (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory with respect to the Administrative Agent)applicable fiscal quarter hereunder, the proceeds of which Holdings will contribute in cash to Holdco and the Borrower as common equity or other equity on terms reasonably acceptable may engage in a Permitted Equity Issuance and the Borrower may apply the amount of the Net Cash Proceeds thereof to the Administrative Agent increase Consolidated EBITDA with respect to such applicable quarter (collectivelysuch quarter, the a “Cure RightDefault Quarter”); provided that at the Borrower’s option, the Borrower may elect to exercise such Cure Right prior to the date of the delivery of the applicable financial statements if the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Covenant upon the delivery of such financial statements, and upon the receipt Net Cash Proceeds (i) are actually received by the Borrower (including through capital contribution of such cash Net Cash Proceeds by Holdco to the Borrower) no later than ten (10) days after the “Cure Amount”date on which financial statements are required to be delivered with respect to such Default Quarter hereunder, and (ii) do not exceed the aggregate amount necessary to cause the Borrower to be in compliance with Section 7.11 for the applicable period (but, for such purpose, not taking into account any repayment of Indebtedness in connection therewith required pursuant to the exercise by Section 2.05(b)(iv)); provided, further, that the Borrower shall not be permitted to engage in any more than two (2) Permitted Equity Issuances pursuant to this Section 8.05 in any period of such Cure Rightfour consecutive fiscal quarters or (6) six Permitted Equity Issuances pursuant to this Section 8.05 during the term of this Agreement. The parties hereby acknowledge that this Section 8.05 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to Consolidated EBITDA other than for purposes of compliance with Section 7.11 on the last day of a given Test Period (and not, the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments:for avoidance of doubt, for purposes of determining Pro Forma Compliance with Section 7.11 for any other purposes of this Agreement).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary otherwise contained in this Section 7.019, in the event that of any default in the Borrower fails to comply with the requirements observance or performance of the Financial Covenant on any Compliance Date (covenant set forth in subsection 8.1, upon the receipt of a “Financial Covenant Default”), Specified Equity Contribution on or after the first day of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until prior to (i) the date that is 10 Business Days subsequent to after the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant to Section 5.01, Holdings shall have subsection 7.1(a) or 7.1(b) for the right to issue Permitted Securities fiscal quarter (or any other contribution to capital fiscal year that ends with such fiscal quarter) in respect of which such Specified Equity Contribution is made or sale or issuance of any other Equity Interests (ii) the date on terms reasonably satisfactory which a Borrowing Base Certificate is delivered in accordance with subsection 7.2(f), and subject to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Cure Right”); provided that at the Borrower’s option, the Borrower may elect to exercise such Cure Right prior to the date satisfaction of the delivery of other conditions with respect to Specified Equity Contribution set forth in the definition thereof, Consolidated EBITDA shall be increased with respect to such applicable financial statements if fiscal quarter and any four fiscal quarter period that contains such fiscal quarter by the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Covenant upon the delivery amount of such financial statements, and upon the receipt by the Borrower of such cash Specified Equity Contribution (the “Cure Amount”) pursuant to ), solely for the exercise by the Borrower purpose of such Cure Rightmeasuring compliance with subsection 8.1; provided that in each four fiscal quarter period, the Financial Covenant there shall be recalculated at least one fiscal quarter in respect of which no Specified Equity Contribution is made. If, after giving effect to the following foregoing pro forma adjustments:adjustment (without giving effect to any repayment of any Indebtedness with any portion of the Cure Amount or any portion of the Cure Amount on the balance sheet of the Parent Borrower and its Restricted Subsidiaries, in each case, with respect to such fiscal quarter only), the Parent Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of subsection 8.1, they shall be deemed to have been in compliance therewith as of the relevant date of determination with the same effect as though there had been no default in the observance or performance thereof at such date, and such default (and any Event of Default resulting from such default) shall be deemed not to have occurred and shall be deemed cured for all purposes of this Agreement.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, in the event that of any Event of Default or potential Event of Default under the Borrower fails to comply with covenant set forth in Section 7.11 and at any time until the requirements expiration of the Financial Covenant on any Compliance Date tenth (a “Financial Covenant Default”), on or 10th) day after the first day of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 Business Days subsequent to the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter or fiscal year hereunder, the Investors may make a Specified Equity Contribution to Holdings, and Holdings may apply the amount of the net cash proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter and any four-quarter period that contains such quarter; provided that such net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (ii) are Not Otherwise Applied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for such purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. Notwithstanding the foregoing, after the occurrence of an Event of Default under the Financial Covenant is being measured Covenant, the Borrower shall not be able to request the making of any Revolving Credit Loan or Swing Line Loans or make any request for the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit) during the period from the date on which the financial statements in respect of the applicable fiscal quarter or fiscal year are required to be delivered pursuant to Section 5.01, Holdings shall have the right to issue Permitted Securities 6.01(a) or (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Cure Right”); provided that at the Borrower’s option, the Borrower may elect to exercise such Cure Right prior to the date of the delivery of the applicable financial statements if the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Covenant upon the delivery of such financial statements, and upon the b) until receipt by the Borrower of such cash (the “Cure Amount”) pursuant to Specified Equity Contribution or waiver of the exercise by the Borrower Event of such Cure Right, the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments:Default.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, in the event that the Borrower fails to comply with the requirements of the Financial Covenant on Covenants and at any Compliance Date (time during the last fiscal quarter in a “Financial Covenant Default”), on or after Test Period and until the first day expiration of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 tenth Business Days subsequent to Day after the date on which financial statements with respect to the fiscal period for such Financial Covenant Test Period in which such covenant is being measured are required to be delivered pursuant to Section 5.01, Holdings shall have 6.01 (the right to issue Permitted Securities (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent"Cure Period"), the proceeds of which Holdings will contribute in cash to if the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “receives a Specified Equity Contribution during such Cure Right”); provided that at the Borrower’s optionPeriod, the Borrower may elect apply the amount of the net cash proceeds of such Specified Equity Contribution to exercise such Cure Right prior increase Consolidated EBITDA with respect to the date last fiscal quarter of the delivery of the applicable financial statements if the Borrower reasonably determines relevant Test Period; provided that it will fail to comply with the requirements of the Financial Covenant upon the delivery of such financial statements, and upon the receipt net cash proceeds (i) are actually received by the Borrower as cash equity other than Disqualified Equity Interests (including through capital contribution of such net cash (the “Cure Amount”) pursuant proceeds to the exercise by Borrower) during the Borrower Cure Period, and (ii) were not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (or may have been) contingent on receipt of such Cure Rightamount or utilization of such amount for a specified purpose, or added to the Available Amount. The parties hereby acknowledge and agree that this Section 8.05(a) may not be relied on or used for purposes of determining permitted amounts with respect to covenants in this Agreement and pricing, and that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence of a Default under the Financial Covenant shall be recalculated giving effect Covenants with respect to any Test Period that includes the following pro forma adjustments:fiscal quarter for which such Specified Equity Contribution was received, and not for any other purpose under any Loan Document.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.017.1, for purposes of determining whether an Event of Default has occurred under any financial covenant set forth in the event that Sections 6.12, any cash received by the Borrower fails to comply with the requirements of the Financial Covenant on any Compliance Date (a “Financial Covenant Default”), on or after the first last day of the most recently ended fiscal quarter included in the Test Period ending respect of which such Event of Default has occurred and on such Compliance Date until or prior to the date that is 10 five (5) Business Days subsequent to after the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant to Section 5.01, Holdings shall have the right to issue Permitted Securities for such fiscal quarter (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Cure RightExpiration Date”) will, at the request of the Borrower, be included in the calculation of Borrowing Base or the Borrowing Base Eligible Assets solely for the purposes of determining compliance with the financial covenants set forth in Sections 6.12 at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (a “Cash Cure Amount”); provided that at (a) the Borrower’s option, amount of any Cash Cure Amount and the use of proceeds therefrom will be no greater than the amount required to cause the Borrower may elect to exercise such be in compliance with the financial covenants set forth in Section 6.12 and (b) the proceeds of all Cash Cure Right prior Amounts shall be applied to prepay the date of Loans and accompanied by the applicable Prepayment Premium required by Section 2.8(d) (if any). Upon the delivery of the applicable financial statements if Cash Cure Amount to the Borrower reasonably determines prior to the Cure Expiration Date, any Event of Default that has occurred pursuant to Section 6.12 shall be deemed to not have occurred and, for the avoidance of doubt, neither any Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Delayed Draw Term Loan Commitments and none of any Agent, any Lender or any Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Section 7.2, the other Loan Documents or applicable law prior to the Cure Expiration Date solely on the basis of an Event of Default having occurred and continuing under Section 6.12 (except to the extent that the Borrower has confirmed that in writing that it will fail does not intend to comply with provide a Cash Cure Amount). For the requirements avoidance of doubt, the Financial Covenant upon the delivery of such financial statements, and upon the Borrower shall not be able to obtain any Loan hereunder until receipt by the Borrower Agents of such cash (the “Cash Cure Amount”; and (b) pursuant Notwithstanding anything to the exercise by contrary herein, the Borrower of such Cure Right, the Financial Covenant shall be recalculated giving effect (to the following pro forma adjustments:extent capable of cure) have five (5) Business Days to cure any event that would give rise to a reduction in value of any Borrowing Base Eligible Asset, including, for the avoidance of doubt, a VAE and any event described in Section 11.5. ARTICLE VIII

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, in the event that the Borrower fails to comply with the requirements of the Financial Covenant on and at any Compliance Date (time during the last fiscal quarter in a “Financial Covenant Default”), on or after Test Period and until the first day expiration of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 tenth Business Days subsequent to Day after the date on which financial statements with respect to the fiscal period for such Financial Covenant Test Period in which such covenant is being measured are required to be delivered pursuant to Section 5.01, Holdings shall have the right to issue Permitted Securities 6.01 (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Cure RightPeriod”); provided that at , if the Borrower’s optionBorrower receives a Specified Equity Contribution during such Cure Period, the Borrower may elect apply the amount of the net cash proceeds of such Specified Equity Contribution to exercise such Cure Right prior increase Consolidated EBITDA with respect to the date last fiscal quarter of the delivery of the applicable financial statements if relevant Test Period; provided that such net cash proceeds (i) are actually received by the Borrower reasonably determines as cash equity other than Disqualified Equity Interests (including through capital contribution of such net cash proceeds to the Borrower) during the Cure Period, and (ii) were not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose, or added to the Available Amount. The parties hereby acknowledge and agree that it will fail this Section 8.05(a) may not be relied on or used for purposes of determining permitted amounts with respect to comply with covenants in this Agreement and pricing, and that such pro forma adjustment to Consolidated EBITDA shall be given solely for the requirements purpose of determining the existence of a Default under the Financial Covenant upon with respect to any Test Period that includes the delivery of fiscal quarter for which such financial statementsSpecified Equity Contribution was received, and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments:not for any other purpose under any Loan Document. 150

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.0110.1, in the event of any Event of Default under Section 10.1 that results from a breach of Section 9.3.1, and until the expiration of the tenth (10th) Business Day after the earlier of (x) the date of delivery by the Borrower fails to comply with the requirements of the Financial Covenant on any Compliance Date financial statements required by Exhibit E (a clause (b)) or (y) the date by which such financial statements are required to have been delivered (the “Financial Covenant DefaultEquity Cure Period”), on Parent or after Sponsors may, as applicable, pursuant to written notice to the first day Lender prior to the receipt of such proceeds by Borrower or Parent, as applicable, issue equity interests in Borrower or Parent, as applicable, to its then existing equity investors in return for cash or otherwise receive a cash capital contribution from one or more of such Persons, and Borrower or Parent, as applicable, may apply the amount of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 Business Days subsequent net proceeds therefrom to the date on which financial statements increase EBITDA with respect to such applicable Fiscal Quarter and in the fiscal period calculation of EBITDA for any subsequent financial covenant tests including the Fiscal Quarter that includes the date of such Financial Covenant is being measured are required to be delivered pursuant to Section 5.01, Holdings shall have the right to issue Permitted Securities contribution (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Equity Cure RightContributions”); provided that at the (i) any such proceeds received by Parent are contributed by Parent to Borrower’s option, the Borrower may elect to exercise such Cure Right prior to the date (ii) 100% of the delivery net proceeds of such Equity Cure Contribution are applied to prepay in full all outstanding principal under the Revolving Loan, with any excess proceeds applied pursuant to Section 9.3.3 of the Term Debt Credit Agreement, (iii) in each four Fiscal Quarter period, no more than two Equity Cure Contributions shall be made, (iv) not more than four Equity Cure Contributions may be made during the term of this Agreement, and (v) the amount of any Equity Cure Contributions in any Fiscal Quarter shall be no greater than the amount required to cause Borrower to be in compliance with the applicable financial statements if covenants as at the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Covenant upon the delivery end of such financial statements, Fiscal Quarter. The parties hereby acknowledge that this Section 9.3.2 may not be relied on for any other purposes and upon the receipt by the Borrower of such cash (the “all Equity Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, the Financial Covenant Contributions shall be recalculated disregarded for all other purposes. If, after giving effect to the following pro forma adjustments:Equity Cure Contributions, Borrower shall then be in compliance with the terms of Section 9.3.1, Borrower shall be deemed to have satisfied the requirements of Section 9.3.1 on the relevant date of determination, and the applicable Event of Default shall automatically be deemed to have not occurred.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, in the event that if the Borrower fails determines that an Event of Default with respect to comply with the requirements of the Financial Covenant on any Compliance Date (a “Financial Covenant Default”)has occurred or may occur, on or during the period commencing after the first day beginning of the most recently ended fiscal last calendar quarter included in the such Test Period and ending on such Compliance Date until the date that is 10 ten (10) Business Days subsequent to after the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant hereunder with respect to Section 5.01, Holdings shall have such calendar quarter (the right to issue Permitted Securities (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent“Cure Expiration Date”), the proceeds of which Holdings will contribute in cash a Specified Equity Contribution may be made to the Borrower (a “Designated Equity Contribution”), and the amount of the net cash proceeds thereof shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such net cash proceeds (i) are actually received by the Borrower as cash common equity during the period commencing after the beginning of the last calendar quarter included in such Test Period and ending on the Cure Expiration Date and (ii) are Not Otherwise Applied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.09 and shall not result in any adjustment to any baskets Apria, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. or other equity on terms reasonably acceptable amounts other than the amount of the Consolidated EBITDA for the purpose of Section 7.09. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation of the Designated Equity Contribution by the Borrower in an amount necessary to cure any Event of Default with respect to the Financial Covenant, such covenant will be deemed satisfied and complied with as of the end of the relevant calendar quarter with the same effect as though there had been no failure to comply with such covenant and any Event of Default under such covenant (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents, and (B) from and after the date that the Borrower delivers a written notice to the Administrative Agent (collectively, the “Cure Right”); provided that at the Borrower’s option, the Borrower may elect it intends to exercise such Cure Right prior its cure right under this Section 8.05 (a “Notice of Intent to Cure”) neither the date Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of the delivery any actual or purported Event of the applicable financial statements if the Borrower reasonably determines that it will fail Default with respect to comply with the requirements of the Financial Covenant upon with respect to the delivery quarter for which a Notice of such financial statementsIntent to Cure has been provided (and any other Default as a result thereof), and upon the receipt Borrower shall not be permitted to borrow Revolving Credit Loans and Swing Line Loans or request the issuance of Letters of Credit until and unless the Designated Equity Contribution has been received by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments:Borrower.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.017.1, for purposes of determining whether an Event of Default has occurred under any financial covenant set forth in the event that Section 6.12, any cash received by the Borrower fails to comply with the requirements of the Financial Covenant on any Compliance Date (a “Financial Covenant Default”), on or after the first last day of the most recently ended fiscal quarter included in the Test Period ending respect of which such Event of Default has occurred and on such Compliance Date until or prior to the date that is 10 five (5) Business Days subsequent to after the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant to Section 5.01, Holdings shall have the right to issue Permitted Securities for such fiscal quarter (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Cure RightExpiration Date”) will, at the request of the Borrower, be included in the calculation of Borrowing Base or the Borrowing Base Eligible Assets solely for the purposes of determining compliance with the financial covenants set forth in Section 6.12 at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (a “Cash Cure Amount”); provided that at (a) the Borrower’s option, amount of any Cash Cure Amount and the use of proceeds therefrom will be no greater than the amount required to cause the Borrower may elect to exercise such be in compliance with the financial covenants set forth in Section 6.12 and (b) the proceeds of all Cash Cure Right prior Amounts shall be applied to prepay the date of Loans and accompanied by the applicable Yield Maintenance Premium required by Section 2.8(d) (if any). Upon the delivery of the applicable financial statements if Cash Cure Amount to the Borrower reasonably determines prior to the Cure Expiration Date, any Event of Default that has occurred pursuant to Section 6.12 shall be deemed to not have occurred and, for the avoidance of doubt, neither any Agent nor any Lender shall exercise the right to accelerate the Loans and none of any Agent, any Lender or any Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Section 7.2, the other Loan Documents or applicable law prior to the Cure Expiration Date solely on the basis of an Event of Default having occurred and continuing under Section 6.12 (except to the extent that the Borrower has confirmed that in writing that it will fail does not intend to comply with provide a Cash Cure Amount). For the requirements avoidance of doubt, the Financial Covenant upon the delivery of such financial statements, and upon the Borrower shall not be able to obtain any Loan hereunder until receipt by the Borrower Agents of such cash (the “Cash Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments:; and

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, for purposes of determining whether an Event of Default or potential Event of Default has occurred under any financial covenant set forth in Section 7.11(a), (b) or (c) and at any time until the event that the Borrower fails to comply with the requirements expiration of the Financial Covenant on any Compliance Date tenth (a “Financial Covenant Default”), on or 10th) Business Day after the first day of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 Business Days subsequent to the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant with respect to Section 5.01the applicable fiscal quarter hereunder, Holdings shall have the right Parent may make a Specified Equity Contribution to issue Permitted Securities the Borrower, and the Borrower may apply the amount of the cash proceeds thereof to increase Consolidated EBITDA (or any other contribution solely for purposes of Sections 7.11(a), (b) and (c)) with respect to capital or sale or issuance such applicable quarter (including for purposes of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Cure Right”four-quarter period that contains such quarter); provided that at such cash proceeds (i) are actually received by the Borrower (including through capital contribution of such cash proceeds to the Borrower’s option) no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (ii) Not Otherwise Applied. The parties hereby acknowledge that this Section 8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. If, after such adjustment and the recalculations pursuant to this paragraph, the Borrower may elect to exercise such Cure Right prior to the date of the delivery of the applicable financial statements if the Borrower reasonably determines that it will fail to comply shall then be in compliance with the requirements of the Financial Covenant upon covenant set forth in Section 7.11(a), (b) or (c) for such period, the delivery Borrower shall be deemed to have satisfied the requirements of the covenants set forth in Section 7.11(a), (b) and (c) 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 statements, and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, the Financial Covenant covenants that had occurred shall be recalculated giving effect to the following pro forma adjustments:cured for all purposes of this Agreement.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in this Section 7.0111, in the event that of any Default or Event of Default under the Borrower fails to comply with covenant set forth in Section 10.07, until the requirements expiration of the Financial Covenant on any Compliance Date (a “Financial Covenant Default”), on or tenth Business Day after the first day of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 Business Days subsequent to the date on which the financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant to Section 5.019.01(a) or (b), Holdings as applicable, with respect to the applicable Fiscal Quarter hereunder (any such date the “Cure Termination Date”), the Borrower shall have the right to issue Permitted Securities (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Cure Right”); provided ) to apply the amount of the net cash proceeds received from the issuance or sale of any Qualified Equity Interests and the Borrower may apply the amount of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA with respect to such applicable Fiscal Quarter, including each subsequent Test Period that at the Borrower’s optionincludes such Fiscal Quarter (such quarter, a “Cure Quarter”) and if, after giving effect to such increase in Consolidated Adjusted EBITDA, the Borrower may elect to exercise such Cure Right prior to the date of the delivery of the applicable financial statements if the Borrower reasonably determines that it will fail to comply shall then be in compliance with the requirements of Section 10.07, the Financial Covenant upon Borrower shall be deemed to have satisfied the delivery requirements set forth therein as of the relevant Test Period with the same effect as though there had been no failure to comply therewith at such financial statementsdate, and upon the applicable breach or default that had occurred shall be deemed cured for purposes of this Agreement; provided that (i) such net cash proceeds are actually received by the Borrower no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Cure Quarter hereunder, (ii) such net cash proceeds do not exceed the aggregate amount necessary to cause the Borrower to be in compliance with Section 10.07, as the case may be, for the applicable period, (iii) Consolidated Adjusted EBITDA shall be increased solely for the purpose of measuring compliance with Section 10.07 and not for any other purpose under this Agreement and (iv) there shall be no pro forma or other reduction in Indebtedness with the net cash proceeds provided in connection with the Borrower’s exercise of its Cure Right; provided, further, that (x) in each period of four consecutive Fiscal Quarters, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during the term of this Agreement. Upon the receipt by the Borrower Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such cash (the “Cure Amount”Event of Default) or pursuant to the exercise by the Borrower of such Cure Right, the Financial Covenant shall be recalculated giving effect any applicable law 140 prior to the following pro forma adjustments:Cure Termination Date solely on the basis of an Event of Default having occurred and being continuing under Section 10.07; provided further that no Lender shall have any obligation to fund any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during such period. The parties hereby acknowledge that this Section 11.10 may not be relied on for purposes of calculating any financial ratios other than as directly applicable to compliance with Section 10.07 on the last day of the applicable Test Period and shall not result in any adjustment to Consolidated Adjusted EBITDA other than for purposes of compliance with Section 10.07.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01Article 7, in the event that if the Borrower fails determines that an Event of Default with respect to comply with a Financial Covenant has occurred or may occur, during the requirements period commencing after the beginning of the Financial Covenant on any Compliance Date (a “Financial Covenant Default”), on or after the first day of the most recently ended fiscal last calendar quarter included in the such Test Period and ending on such Compliance Date until ten (10) Business Days from the date that is 10 Business Days subsequent to of delivery of the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are compliance certificate required to be delivered pursuant to Section 5.01, Holdings shall have the right to issue Permitted Securities (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent5.1(e), the proceeds of any cash equity contribution (which Holdings will contribute in cash to the Borrower as equity shall be common equity or other equity on terms and conditions reasonably acceptable to the Administrative Agent (collectively, the “Cure Right”); provided that at the Borrower’s option, Agent) made to the Borrower may elect to exercise such Cure Right prior to shall be included in the date of the delivery of the applicable financial statements if the Borrower reasonably determines that it will fail to comply with the requirements calculation of the Financial Covenant upon for the delivery purposes of determining compliance with such Financial Covenant at the end of such financial statementscalendar quarter and applicable subsequent periods that include such fiscal quarter (any such equity contribution so included in the calculation of the Financial Covenant, and upon a “Specified Equity Contribution”), provided that (i) the receipt by amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the Financial Covenant, (ii) there shall be no pro forma reduction in indebtedness with the proceeds of such cash (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, any Specified Equity Contribution for determining compliance with the Financial Covenant for the calendar quarter with respect to which such Specified Equity Contribution was made; provided, that to the extent such proceeds are actually applied to prepay the Loans, such reduction may be credited in any subsequent calendar quarter, (iii) the foregoing may not be relied on for purposes of calculating any financial ratios other than compliance with the Financial Covenant and shall not result in any adjustment to any baskets or other amounts other than the amount of DSCR referred to above; provided, that following any Financial Covenant event of default, regardless of whether a Specified Equity Contribution has been made, to the extent that the Borrower is in compliance with the Financial Covenant (regardless of whether it is required to be tested) at any time prior to the end of the subsequent calendar quarter immediately following such Financial Covenant event of default, any prior Financial Covenant event of default shall be recalculated giving effect deemed to be cured as of such date unless the following pro forma adjustments:Loans under the Facilities have been accelerated prior to such time as a result of such Financial Covenant event of default, and (iv) no more than five (5) Specified Equity Contributions may be made in the aggregate during the term of the Facilities and no more than two (2) Specified Equity Contributions may be made in the aggregate during any fiscal year during such term.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary otherwise contained in this Section 7.019, in the event that of any default in the Borrower fails to comply with the requirements observance or performance of the Financial Covenant on any Compliance Date (covenant set forth in subsection 8.1, upon the receipt of a “Financial Covenant Default”), Specified Equity Contribution on or after the first day of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until prior to (i) the date that is 10 Business Days subsequent to after the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant to Section 5.01, Holdings shall have subsection 7.1(a) or 7.1(b) for the right to issue Permitted Securities fiscal quarter (or any other contribution to capital fiscal year that ends with such fiscal quarter) in respect of which such Specified Equity Contribution is made or sale or issuance of any other Equity Interests (ii) the date on terms reasonably satisfactory which a Borrowing Base Certificate is delivered in accordance with subsection 7.2(f), and subject to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Cure Right”); provided that at the Borrower’s option, the Borrower may elect to exercise such Cure Right prior to the date satisfaction of the delivery of other conditions with respect to Specified Equity Contribution set forth in the definition thereof, Consolidated EBITDA shall be increased with respect to such applicable financial statements if fiscal quarter and any four fiscal quarter period that contains such fiscal quarter by the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Covenant upon the delivery amount of such financial statements, and upon the receipt by the Borrower of such cash Specified Equity Contribution (the “Cure Amount”) pursuant to ), solely for the exercise by the Borrower purpose of such Cure Rightmeasuring compliance with subsection 8.1. If, the Financial Covenant shall be recalculated after giving effect to the following foregoing pro forma adjustments:adjustment (without giving effect to any repayment of any Indebtedness with any portion of the Cure Amount or any portion of the Cure Amount on the balance sheet of the Parent Borrower and its Restricted Subsidiaries, in each case, with respect to such fiscal quarter only), the Parent Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of subsection 8.1, they shall be deemed to have been in compliance therewith as of the relevant date of determination with the same effect as though there had been no default in the observance or performance thereof at such date, and such default (and any Event of Default resulting from such default) shall be deemed not to have occurred and shall be deemed cured for all purposes of this Agreement.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.0110.1, in the event of any Event of Default under Section 10.1 that results from a breach of Section 9.3.1, and until the expiration of the tenth (10th ) Business Day after the earlier of (x) the date of delivery by the Borrower fails to comply with the requirements of the Financial Covenant on any Compliance Date financial statements required by Exhibit E (a clause (b)) or (y) the date by which such financial statements are required to have been delivered (the “Financial Covenant DefaultEquity Cure Period”), on Parent or after Sponsors may, as applicable, pursuant to written notice to the first day Lender prior to the receipt of such proceeds by Borrower or Parent, as applicable, issue equity interests in Borrower or Parent, as applicable, to its then existing equity investors in return for cash or otherwise receive a cash capital contribution from one or more of such Persons, and Borrower or Parent, as applicable, may apply the amount of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 Business Days subsequent net proceeds therefrom to the date on which financial statements increase EBITDA with respect to such applicable Fiscal Quarter and in the fiscal period calculation of EBITDA for any subsequent financial covenant tests including the Fiscal Quarter that includes the date of such Financial Covenant is being measured are required to be delivered pursuant to Section 5.01, Holdings shall have the right to issue Permitted Securities contribution (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Equity Cure RightContributions”); provided that at the (i) any such proceeds received by Parent are contributed by Parent to Borrower’s option, the Borrower may elect to exercise such Cure Right prior to the date (ii) 100% of the delivery net proceeds of such Equity Cure Contribution are applied to prepay in full all outstanding principal under the Revolving Loan, with any excess proceeds applied pursuant to Section 9.3.3 of the Term Debt Credit Agreement, (iii) in each four Fiscal Quarter period, no more than two Equity Cure Contributions shall be made, (iv) not more than four Equity Cure Contributions may be made during the term of this Agreement, and (v) the amount of any Equity Cure Contributions in any Fiscal Quarter shall be no greater than the amount required to cause Borrower to be in compliance with the applicable financial statements if covenants as at the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Covenant upon the delivery end of such financial statements, Fiscal Quarter. The parties hereby acknowledge that this Section 9.3.2 may not be relied on for any other purposes and upon the receipt by the Borrower of such cash (the “all Equity Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, the Financial Covenant Contributions shall be recalculated disregarded for all other purposes. If, after giving effect to the following pro forma adjustments:Equity Cure Contributions, Borrower shall then be in compliance with the terms of Section 9.3.1, Borrower shall be deemed to have satisfied the requirements of Section 9.3.1 on the relevant date of determination, and the applicable Event of Default shall automatically be deemed to have not occurred.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, for purposes of determining whether any Event of Default or potential Event of Default under the covenant set forth in Section 7.10 has occurred, as of any date, and at any time after the event that the Borrower fails to comply with the requirements end of the Financial Covenant on any Compliance Date (a “Financial Covenant Default”), on or after applicable fiscal quarter until the first day expiration of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 fifteenth (15th) Business Days subsequent to Day after the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant to Section 5.016.01(a) or (b), Holdings shall have as applicable with respect to the right to issue applicable fiscal quarter hereunder (the “Cure Expiration Date”), the Permitted Securities Holders (or any other contribution to capital Person so long as no Change of Control results therefrom) may make a cash Specified Equity Contribution, directly or sale or issuance of any other Equity Interests on terms reasonably satisfactory indirectly, to the Administrative Agent)Borrower, the proceeds of which Holdings will contribute in cash to and the Borrower as common equity or other equity on terms reasonably acceptable may apply the amount of the net cash proceeds thereof to the Administrative Agent increase Consolidated EBITDA with respect to such fiscal quarter (collectively, the “Cure Right”); provided that at the Borrower’s option, the Borrower may elect to exercise (i) such Cure Right prior to the date of the delivery of the applicable financial statements if the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Covenant upon the delivery of such financial statements, and upon the receipt net cash proceeds are actually received by the Borrower as cash common equity or any other Qualified Equity Interests (including through capital contribution of such net cash (the “Cure Amount”) pursuant proceeds to the exercise by Borrower) no later than the Cure Expiration Date and (ii) the Borrower shall have provided notice to the Administrative Agent on the date such amounts are designated as a “Specified Equity Contribution” and such amounts shall have not been previously designated as an Excluded Contribution or applied to increase the Available Amount (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Cure Right, net cash proceeds that is designated as the Financial Covenant shall Specified Equity Contribution may be recalculated giving effect lower than specified in such notice to the following pro forma adjustments:extent that the amount necessary to cure any Event of Default under the covenant set forth in Section 7.10 is less than the full amount of such originally designated amount).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01, in the event that of any Event of Default under any covenant set forth in Section 7.11 and until the Borrower fails to comply with the requirements expiration of the Financial Covenant on any Compliance Date tenth (a “Financial Covenant Default”), on or 10th) day after the first day of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 Business Days subsequent to the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant with respect to Section 5.01the applicable fiscal quarter hereunder, Holdings shall have the right to issue Permitted Securities (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent), the proceeds of which Holdings will contribute in cash to and the Borrower as common equity or other equity on terms reasonably acceptable may engage in a Permitted Equity Issuance and the Borrower may apply the amount of the Net Cash Proceeds thereof to the Administrative Agent increase Consolidated EBITDA with respect to such applicable fiscal quarter (collectivelysuch fiscal quarter, the a “Cure RightDefault Quarter”); provided that at the Borrower’s option, the Borrower may elect to exercise such Cure Right prior to the date of the delivery of the applicable financial statements if the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Covenant upon the delivery of such financial statements, and upon the receipt Net Cash Proceeds (i) are actually received by the Borrower (including through capital contribution of such cash Net Cash Proceeds by Holdings to the Borrower) no later than ten (10) days after the “Cure Amount”date on which financial statements are required to be delivered with respect to such Default Quarter hereunder, and (ii) do not exceed the aggregate amount necessary to cause the Borrower to be in compliance with Section 7.11 for the applicable period (but, for such purpose, not taking into account any repayment of Indebtedness in connection therewith required pursuant to the exercise by Section 2.05(b)(iv)(A)); provided, further, that the Borrower shall not be permitted to engage in any more than (A) one Permitted Equity Issuance pursuant to this Section 8.05 in any period of such Cure Rightfour consecutive fiscal quarters or (B) three Permitted Equity Issuances pursuant to this Section 8.05 during the term of this Agreement. The parties hereby acknowledge that this Section 8.05 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to Consolidated EBITDA other than for purposes of compliance with Section 7.11 on the last day of a given Test Period (and not, the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments:for avoidance of doubt, for purposes of determining Pro Forma Compliance with Section 7.11 for any other purposes of this Agreement). 144

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01, in the event that of any Event of Default under any covenant set forth in Section 7.11 and until the Borrower fails to comply with the requirements expiration of the Financial Covenant on any Compliance Date tenth (a “Financial Covenant Default”), on or 10th) day after the first day of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 Business Days subsequent to the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant with respect to Section 5.01the applicable fiscal quarter hereunder, Holdings shall have the right to issue Permitted Securities (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent), the proceeds of which Holdings will contribute in cash to and the Borrower as common equity or other equity on terms reasonably acceptable may engage in a Permitted Equity Issuance and the Borrower may apply the amount of the Net Cash Proceeds thereof to the Administrative Agent increase Consolidated EBITDA with respect to such applicable quarter (collectivelysuch quarter, the a “Cure RightDefault Quarter”); provided that at the Borrower’s option, the Borrower may elect to exercise such Cure Right prior to the date of the delivery of the applicable financial statements if the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Covenant upon the delivery of such financial statements, and upon the receipt Net Cash Proceeds (i) are actually received by the Borrower (including through capital contribution of such cash Net Cash Proceeds by Holdings to the Borrower) no later than ten (10) days after the “Cure Amount”date on which financial statements are required to be delivered with respect to such Default Quarter hereunder, and (ii) do not exceed the aggregate amount necessary to cause the Borrower to be in with Section 7.11 for the applicable period (but, for such purpose, not taking into account any repayment of Indebtedness in connection therewith required pursuant to the exercise by Section 2.05(b)(v)(A)); provided, further, that the Borrower shall not be permitted to engage in any more than (A) one Permitted Equity Issuance pursuant to this Section 8.05 in any period of such Cure Rightfour consecutive fiscal quarters or (B) three Permitted Equity Issuances pursuant to this Section 8.05 during the term of this Agreement. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to Consolidated EBITDA other than for purposes of compliance with Section 7.11 on the last day of a given Test Period (and not, the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments:for avoidance of doubt, for purposes of determining Pro Forma Compliance with Section 7.11 for any other purposes of this Agreement).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.0110.1, in the event of any Event of Default under Section 10.1 that results from a breach of Section 9.3.1, and until the expiration of the tenth (10th) Business Day after the earlier of (x) the date of delivery by the Borrower fails to comply with the requirements of the Financial Covenant on any Compliance Date financial statements required by Exhibit E (a clause (b)) or (y) the date by which such financial statements are required to have been delivered (the “Financial Covenant DefaultEquity Cure Period”), on Parent or after Sponsor may, as applicable, pursuant to written notice to the first day Lender prior to the receipt of such proceeds by Borrower or Parent, as applicable, issue equity interests in Borrower or Parent, as applicable, to its then existing equity investors in return for cash or otherwise receive a cash capital contribution from one or more of such Persons, and Borrower or Parent, as applicable, may apply the amount of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 Business Days subsequent net proceeds therefrom to the date on which financial statements increase EBITDA with respect to such applicable Fiscal Quarter and in the fiscal period calculation of EBITDA for any subsequent financial covenant tests including the Fiscal Quarter that includes the date of such Financial Covenant is being measured are required to be delivered pursuant to Section 5.01, Holdings shall have the right to issue Permitted Securities contribution (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Equity Cure RightContributions”); provided that at the (i) any such proceeds received by Parent are contributed by Parent to Borrower’s option, the Borrower may elect to exercise such Cure Right prior to the date (ii) 100% of the delivery net proceeds of such Equity Cure Contribution are applied to prepay in full all outstanding principal under the Revolving Loan, with any excess proceeds applied pursuant to Section 9.3.2 of the Term Debt Credit Agreement, (iii) in each four Fiscal Quarter period, no more than two Equity Cure Contributions shall be made, (iv) not more than four Equity Cure Contributions may be made during the term of this Agreement, and (v) the amount of any Equity Cure Contributions in any Fiscal Quarter shall be no greater than the amount required to cause Borrower to be in compliance with the applicable financial statements if covenants as at the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Covenant upon the delivery end of such financial statements, Fiscal Quarter. The parties hereby acknowledge that this Section 9.3.2 may not be relied on for any other purposes and upon the receipt by the Borrower of such cash (the “all Equity Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, the Financial Covenant Contributions shall be recalculated disregarded for all other purposes. If, after giving effect to the following pro forma adjustments:Equity Cure Contributions, Borrower shall then be in compliance with the terms of Section 9.3.1, Borrower shall be deemed to have satisfied the requirements of Section 9.3.1 on the relevant date of determination, and the applicable Event of Default shall automatically be deemed to have not occurred.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, for purposes of determining whether any Event of Default or potential Event of Default under any covenant set forth in Section 7.10 has occurred, as of any date, and at any time after the event that the Borrower fails to comply with the requirements end of the Financial Covenant on any Compliance Date (a “Financial Covenant Default”), on or after applicable fiscal quarter until the first day expiration of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 fifteenth (15th) Business Days subsequent to Day after the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant to Section 5.016.01(a) or (b), Holdings shall have as applicable with respect to the right to issue applicable fiscal quarter hereunder (the “Cure Expiration Date”), the Permitted Securities Holders (or any other contribution to capital Person so long as no Change of Control results therefrom) may make a Specified Equity Contribution, directly or sale or issuance of any other Equity Interests on terms reasonably satisfactory indirectly, to the Administrative Agent)Borrower, the proceeds of which Holdings will contribute in cash to and the Borrower as common equity or other equity on terms reasonably acceptable may apply the amount of the net cash proceeds thereof to the Administrative Agent increase Consolidated EBITDA with respect to such fiscal quarter (collectively, the “Cure Right”); provided that at the Borrower’s option, the Borrower may elect to exercise (i) such Cure Right prior to the date of the delivery of the applicable financial statements if the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Covenant upon the delivery of such financial statements, and upon the receipt net cash proceeds are actually received by the Borrower as cash common equity or any other Qualified Equity Interests (including through capital contribution of such net cash (the “Cure Amount”) pursuant proceeds to the exercise by Borrower) no later than the Cure Expiration Date and (ii) the Borrower shall have provided notice to the Administrative Agent on the date such amounts are designated as a “Specified Equity Contribution” and such amounts shall have not been previously designated as an Excluded Contribution or applied 178 to increase the Available Amount (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Cure Right, net cash proceeds that is designated as the Financial Covenant shall Specified Equity Contribution may be recalculated giving effect lower than specified in such notice to the following pro forma adjustments:extent that the amount necessary to cure any Event of Default under the covenants set forth in Section 7.10 is less than the full amount of such originally designated amount).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails to comply with the requirements of the Financial Covenant on any Compliance Date set forth in Section 6.12 (a “Financial Covenant Default”), on or after the first last day of the most recently ended fiscal quarter included in period for which the Test Period ending Financial Covenant is being measured, but on such Compliance Date until or prior to the date that is 10 Business Days subsequent to the date on which financial statements with respect to the such fiscal period for such Financial Covenant is being measured are required to be delivered pursuant to Section 5.01, Holdings shall have the right to issue Permitted Securities (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Cure Right”); provided that at the Borrower’s option, the Borrower may elect to exercise such Cure Right prior to the date of the delivery of the applicable financial statements if the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Covenant upon the delivery of such financial statementsStatements, and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments:

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, for purposes of determining whether any Event of Default or potential Event of Default under any covenant set forth in Section 7.10 has occurred, as of any date, and at any time after the event that the Borrower fails to comply with the requirements end of the Financial Covenant on any Compliance Date (a “Financial Covenant Default”), on or after applicable fiscal quarter until the first day expiration of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 fifteenth (15th) Business Days subsequent to Day after the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant to Section 5.016.01(a) or (b), Holdings shall have as applicable with respect to the right to issue applicable fiscal quarter hereunder (the “Cure Expiration Date”), the Permitted Securities Holders (or any other contribution to capital Person so long as no Change of Control results therefrom) may make a Specified Equity Contribution, directly or sale or issuance of any other Equity Interests on terms reasonably satisfactory indirectly, to the Administrative Agent)Borrower, the proceeds of which Holdings will contribute in cash to and the Borrower as common equity or other equity on terms reasonably acceptable may apply the amount of the net cash proceeds thereof to the Administrative Agent increase Consolidated EBITDA with respect to such fiscal quarter (collectively, the “Cure Right”); provided that at the Borrower’s option, the Borrower may elect to exercise (i) such Cure Right prior to the date of the delivery of the applicable financial statements if the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Covenant upon the delivery of such financial statements, and upon the receipt net cash proceeds are actually received by the Borrower as cash common equity or any other Qualified Equity Interests (including through capital contribution of such net cash (the “Cure Amount”) pursuant proceeds to the exercise by Borrower) no later than the Cure Expiration Date and (ii) the Borrower shall have provided notice to the Administrative Agent on the date such amounts are designated as a “Specified Equity Contribution” and such amounts shall have not been previously designated as an Excluded Contribution or applied to increase the Available Amount (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Cure Right, net cash proceeds that is designated as the Financial Covenant shall Specified Equity Contribution may be recalculated giving effect lower than specified in such notice to the following pro forma adjustments:extent that the amount necessary to cure any Event of Default under the covenants set forth in Section 7.10 is less than the full amount of such originally designated amount).