Common use of Equity Cure Clause in Contracts

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

Equity Cure. Notwithstanding anything to the contrary contained in this Section 118.1, in solely for the event that the Borrower fails to comply with the requirement purpose of determining whether an Event of Default has occurred under the financial covenant set forth in Section 10.7, from 6.7 (the beginning “Financial Covenant”) as of the end of and for any Test Period ending on the last day of any fiscal period until Fiscal Quarter (such Fiscal Quarter, a “Cure Quarter”), the expiration then existing direct or indirect equity holders of Holdings shall have the 10th right to make an equity contribution, directly or indirectly (which equity shall be common equity or any other Permitted Equity Issuance) in Holdings in cash, which Holdings shall contribute, directly or indirectly, to the Borrower in cash (which equity shall be common equity in such Borrower or any other Permitted Equity Issuance) on or after the last day of such Cure Quarter and on or prior to the fifteenth (15th) Business Day following after the date on which financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in pursuant to Section 5.1(a) or 5.1(b), as applicable, with respect of to such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure Cure Quarter (the “Cure RightExpiration Date”) by causing ), and all such cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) will be used by the Borrower to prepay the Loans (or from a contribution to the common any such equity capital of the Borrower) to be contributedcontribution, directly or indirectly, as cash common equity to the Borroweran “Equity Cure Contribution”, and upon receipt by the Borrower amount of such cash contribution (such cash amount being referred to as Equity Cure Contribution, the “Cure Amount”) pursuant to the exercise of such ). All Equity Cure Right, such financial covenant Contributions shall be recalculated giving effect to disregarded for all purposes of this Agreement (including determining any baskets conditioned upon meeting a leverage ratio contained herein and in the following pro forma adjustments: (a) other Credit Documents); provided, that, any such Equity Cure Contributions shall be included in Consolidated EBITDA shall be increased, solely for the purpose of determining compliance with the existence of an Event of Default resulting from Financial Covenant for the applicable Cure Quarter and each fiscal quarter thereafter in a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters Test Period that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there Quarter. There shall be no pro forma reduction in Indebtedness with the proceeds of the Equity Cure Amount Contribution for purposes of determining compliance with the Financial Covenant for the purpose of determining any pricing, financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect based conditions or baskets with respect to the foregoing recalculationscovenants contained in this Agreement, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7each case, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and for the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in Cure Quarter. In each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right cure set forth in this Section 8.3 is made, (ii) there shall . The cure rights set forth in this Section 8.3 may not be a maximum of five Cure Rights made exercised with respect to more than four fiscal quarters during the term of this Agreement. Notwithstanding anything to the contrary contained in Section 8.1, (iii) each upon receipt of the Cure Amount by Holdings and the subsequent contribution in cash to the Borrower (which equity contribution shall not be no greater than Disqualified Equity Interests in the Borrower) and corresponding prepayment of Loans by the Borrower in at least the amount expected to be required necessary to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 Financial Covenant as of the end of and for the relevant fiscal quarter; Test Period ending on the last day of such Cure Quarter, the Financial Covenant will be deemed satisfied and (iv) all complied with as of the end of such Cure Amounts shall Quarter with the same effect as though there had been no failure to comply with the Financial Covenant for such Cure Quarter and any Default or Event of Default under the Financial Covenant for such Cure Quarter will be disregarded deemed not to have occurred for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7Documents.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11ARTICLE 7, in the event that the Borrower fails to comply with the requirement requirements of Section 6.22 as of the financial covenant set forth in Section 10.7, from the beginning end of any relevant fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measuredquarter, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing (at any time during such fiscal quarter or thereafter until the date that is 15 days after the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory otherwise receive cash contributions to the Administrative Agent) by the Borrower (or from a contribution to the its common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to ), and thereupon the exercise of such Cure Right, such financial covenant Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustments: (a) adjustment: Consolidated EBITDA shall be increasedincreased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purpose purposes of determining the existence of an Event of Default resulting from a breach compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the financial covenant set forth in Section 10.7 with respect to any period end of four consecutive fiscal quarters that includes the such fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreementapplicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if. If, after giving effect to the foregoing recalculationsrecalculations (but not, for the Borrower shall then be avoidance of doubt, taking into account any immediate repayment of Indebtedness in compliance with connection therewith), the requirements of Section 6.22 shall be satisfied, then the financial covenant set forth in requirements of Section 10.7, the Borrower 6.22 shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the end of the relevant date of determination fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement; provided that . Notwithstanding anything herein to the contrary, (iv) in each four (4) consecutive fiscal quarter period of four consecutive fiscal quarters the Borrower there shall be at least no more than two (2) fiscal quarters (which may be consecutive) in which no the Cure Right is madeexercised, (iiw) there shall be a maximum of five Cure Rights made during the term of this Agreement, the Cure Right shall not be exercised more than five (iii5) each times, (x) the Cure Amount shall be no greater than the amount expected to be required to cause for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be in counted only as Consolidated EBITDA and solely for the purpose of compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; 6.22 and (iv) all Cure Amounts shall be disregarded for the purposes of determining any financial ratio determinationratio-based conditions, pricing or any available basket determination (in reliance upon the Available Amount, Growth Amount or other determination otherwise) under the Credit Documents other than for determining compliance with Section 10.7this Agreement.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower Holdings fails to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower Holdings or any direct or indirect parent of the Borrower Holdings shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower Holdings (or from a contribution to the common equity capital of the BorrowerHoldings) to be contributed, directly or indirectly, as cash common equity to the BorrowerBorrowers, and upon receipt by the Borrower Borrowers of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall not be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with from the proceeds of the Cure Amount (including, without limitation, by means of “cash netting”) for calculating compliance with the financial covenant in Section 10.7 for the fiscal quarter for which such Cure Amount is deemed applied; provided the amount of Consolidated First Lien Secured Debt may be reduced for purposes of determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually in subsequent fiscal quarters to the extent the Cure Right is applied to prepay Indebtedness under the Credit FacilitiesIndebtedness; and (c) if, after giving effect to the foregoing recalculations, the Borrower Holdings shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower Holdings shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower Borrowers to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter10.7; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the BorrowerHoldings) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower Holdings shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower Holdings shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter10.7; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning end of any fiscal period Test Period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered of the delivery of the Section 9.1 Financials in respect of such fiscal period Test Period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Revolver Administrative Agent) by the Borrower (or from a contribution to the common equity capital of a parent entity of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters Test Period that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (cb) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.710.7 (calculated on a Pro Forma Basis), the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters Test Period there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter10.7; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11Agreement (including Article 7), in upon an Event of Default as a result of the event that the Borrower fails Borrowers’ failure to comply with the requirement of the financial covenant set forth in Section 10.76.16(a) above, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower Holdings shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance (at any time during the final Fiscal Quarter of the applicable Test Period or on or after the last day of such Fiscal Quarter until the date that is 10 Business Days after the date that financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b)) to issue Capital Stock (which shall be common equity, Qualified Capital Stock or other Capital Stock Equivalents (such other than Disqualified Stock, unless Capital Stock to be on terms reasonably satisfactory acceptable to the Administrative Agent)) by the Borrower (for Cash or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower otherwise receive Cash contributions in respect of such cash contribution Capital Stock (such cash amount being referred to as the “Cure Amount”), and thereupon the Borrowers’ compliance with Section 6.16(a) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) adjustment: Consolidated Adjusted EBITDA shall be increasedincreased (notwithstanding the absence of an addback in the definition of “Consolidated Adjusted EBITDA”), solely for the purpose purposes of determining the existence of an Event of Default resulting from a breach compliance with Section 6.16(a) hereof, including determining compliance with Section 6.16(a) hereof as of the financial covenant set forth in Section 10.7 with respect to any period end of four consecutive fiscal quarters such Fiscal Quarter and applicable subsequent periods that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreementinclude such Fiscal Quarter, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if. If, after giving effect to the foregoing recalculationsrecalculations (but not, for the Borrower shall then be avoidance of doubt, taking into account any reduction of Indebtedness in compliance with connection therewith), the requirements of Section 6.16(a) shall be satisfied, then the financial covenant set forth in requirements of Section 10.7, the Borrower 6.16(a) shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the end of the relevant date of determination Fiscal Quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants Section 6.16(a) that had occurred shall be deemed cured for the purposes of this Agreement; provided that . Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period of four consecutive fiscal quarters the Borrowers there shall be at least two fiscal quarters in Fiscal Quarters with respect to which no the Cure Right is madenot exercised, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) each the Cure Amount shall be no greater than the amount expected required for purposes of complying with Section 6.16(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower Representative that the Borrowers intend to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date that financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), neither the Administrative Agent (or any sub agent therefore) nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (or any sub-agent therefor) nor any other Lender or any Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of such Event of Default having occurred and being continuing under Section 6.16(a), (v) during any Test Period in which the Cure Amount is included in the calculation of Consolidated Adjusted EBITDA pursuant to any exercise of the Cure Right, such Cure Amount shall be counted solely as an increase to Consolidated Adjusted EBITDA (and not as a reduction to Indebtedness (directly through repayment or indirectly through netting)) for the purpose of determining the Borrowers’ compliance with Section 6.16(a) and shall be disregarded for any other purpose, including for purposes of determining the satisfaction of any financial ratio-based condition, pricing or the availability of any basket under Article 6 of this Agreement and (vi) no Revolving Lender, Swingline Lender or Issuing Bank shall be required to cause make any Revolving Loan or Swingline Loan or issue any Letter of Credit hereunder, if an Event of Default under the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for 6.16(a) has occurred and is continuing, during the relevant fiscal quarter; 10 Business Day period during which Holdings may exercise a Cure Right, unless and (iv) all until the Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7Amount is actually received.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 1111 or in any Credit Document, in the event that the Borrower fails to comply with the requirement of Leverage Ratio Covenant and/or the financial covenant set forth in Section 10.7Current Ratio Covenant, from the beginning of any fiscal period then (A) until the expiration of the 10th tenth (10th) Business Day following subsequent to the date financial statements referred to in Sections 9.1(a) or (b) are the compliance certificate for calculating the applicable Financial Performance Covenant is required to be delivered in respect of such fiscal period for which such financial covenant is being measuredpursuant to Section 9.1(c) (the “Cure Deadline”), any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing receiving cash net equity proceeds derived (which cash proceeds shall be received no earlier than the first day of the applicable fiscal quarter for which there is a failure to comply with the applicable Financial Performance Covenant) from an issuance of Capital Stock or Stock Equivalents Qualified Equity Interests (other than Disqualified Stock, unless ) for cash as a cash capital contribution (or from any other contribution of cash to capital or issuance or sale of any other Equity Interests on terms reasonably satisfactory acceptable to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower), and upon receipt by the Borrower of such cash contribution proceeds (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant the Leverage Ratio Covenant and/or the Current Ratio Covenant (as applicable) shall be recalculated giving effect to the following pro forma adjustments: (ai) (A) Consolidated EBITDA EBITDAX shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 Leverage Ratio Covenant with respect to any period Test Period that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount and/or (B) Consolidated Current Assets shall be increased, solely for the purpose of four consecutive fiscal quarters determining the existence of an Event of Default resulting from a breach of the Current Ratio Covenant with respect to any Test Period that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (bii) neither Consolidated First Lien Secured Total Debt nor Consolidated Current Liabilities for such Test Period shall be decreased solely to the extent proceeds by any prepayments of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount and any cash proceeds shall not be “netted” for determining compliance purposes of ratio calculations with respect to any four fiscal quarter period in which the financial covenant set forth fiscal quarter period in Section 10.7 unless which such proceeds are actually applied to prepay Indebtedness under the Credit Facilitiesequity cure has been made is included; and (ciii) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7Financial Performance Covenants, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants the applicable Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that (iA) in each period of four (4) consecutive fiscal quarters there shall be at least two (2) fiscal quarters in which no Cure Right is madeexercised, (iiB) there shall be a maximum of five Cure Rights made shall not be exercised more than four (4) times during the term of this Agreement, (iiiC) if the Borrower cures the failure to comply with both Financial Performance Covenants in the same fiscal quarter, such cures shall constitute a single cure for purposes of the preceding subclause (B), (D) if the Borrower cures the failure to comply with both Financial Performance Covenants in the same fiscal quarter, the same dollar of the Cure Amount shall be applied only once to either increase Consolidated EBITDAX or Consolidated Current Assets but not both, (E) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the applicable Financial Performance Covenant above (such amount, the “Necessary Cure Amount”); provided that if the Cure Right is exercised prior to the date financial covenant set forth in Section 10.7 statements are required to be delivered for the relevant such fiscal quarter; , then the Cure Amount shall be equal to the amount reasonably determined by the Borrower in good faith that is required for purposes of complying with the Financial Performance Covenants for such fiscal quarter (such amount, the “Expected Cure Amount”), (F) in respect of the fiscal quarter in which such Cure Right was exercised and (iv) for each Test Period that includes such fiscal quarter, all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7the Financial Performance Covenants and (G) no Lender or Issuing Bank shall be required to make any extension of credit hereunder during the ten (10) Business Day period referred to above, unless the Borrower shall have received the Cure Amount; and (iv) upon receipt by the Administrative Agent of written notice, on or prior to the Cure Deadline, that the Borrower intends to exercise the Cure Right in respect of a fiscal quarter, the Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of the Financial Performance Covenants, unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower Holdings fails to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning end of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower Holdings or any direct or indirect parent of the Borrower Holdings shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower Holdings (or from a contribution to the common equity capital of the BorrowerHoldings) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such applicable financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant covenants set forth in Section 10.7 as applicable, with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Total Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower Holdings shall then be in compliance with the requirements of the financial covenant covenants set forth in Section 10.7, the Borrower 10. Holdings shall be deemed to have satisfied the requirements of the such applicable financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the applicable financial covenant set forth in Section 10.7 for the relevant fiscal quartercovenant; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.710.7 as applicable.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 1111 or in any Credit Document, in the event that the Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.7Financial Performance Covenants, from the beginning of any fiscal period then until the expiration of the 10th tenth Business Day following subsequent to the date financial statements referred to in Sections 9.1(a) or (b) are the compliance certificate for calculating such Financial Performance Covenants is required to be delivered in respect of such fiscal period for which such financial covenant is being measuredpursuant to Section 9.1(c) (the “Cure Deadline”), any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing receiving cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents common Equity Interests (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from as a contribution to the common equity cash capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrowercontribution, and upon receipt by the Borrower of such cash contribution proceeds (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant the Financial Performance Covenants shall be recalculated recalculated, at the Borrower’s option, giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA shall EBITDAX and/or Current Assets, as applicable, shall, after giving effect to any annualization thereof for any Test Period, be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 Financial Performance Covenants with respect to any period of four consecutive fiscal quarters Test Period that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;; and/or (bii) Consolidated First Lien Secured Total Debt for such Test Period shall be decreased solely to the extent proceeds of the Cure Amount Amount, if any, are actually applied to prepay any of the Credit Facilities and there Indebtedness (provided that any such Indebtedness so prepaid shall be a permanent repayment of such Indebtedness and termination of commitments thereunder) included in the calculation of Consolidated Total Debt; provided, that the aggregate amount of (x) the increase in EBITDAX and/or Current Assets, as applicable, plus (y) the decrease in Consolidated Total Debt shall in no pro forma reduction in Indebtedness with the proceeds of event exceed the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; andAmount. (cb) ifIf, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7Financial Performance Covenants, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants the Financial Performance Covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is madeexercised, (ii) there shall be a maximum of five Cure Rights made shall not be exercised more than five times during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and Financial Performance Covenants, (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7the Financial Performance Covenants and (v) no Lender or Issuing Bank shall be required to make any extension of credit hereunder during the 10 Business Day period referred to above, unless the Borrower shall have received the Cure Amount.

Equity Cure. 9.7.1 Notwithstanding anything to the contrary contained in this Section 119.1, in the event that the Borrower fails to comply with the requirement requirements of Section 7.3.3 as of the financial covenant set forth in Section 10.7, from the beginning last day of any fiscal period quarter, at any time after such last day of such fiscal quarter until the expiration of the 10th tenth Business Day following the date on which the financial statements referred with respect to in Sections 9.1(a) or (b) last fiscal month of each fiscal quarter are required to be delivered in respect of such fiscal period for which such financial covenant is being measuredpursuant to Section 6.1.2, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower Intermediate Holdings shall have the right to cure such failure receive cash capital contributions or issue Capital Stock for cash (which cash Intermediate Holdings shall promptly contribute in cash to the Borrower as common equity) (a “Specified Equity Contribution”; collectively, the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower), and upon such exercise and the receipt by the Borrower of the proceeds of such cash contribution Specified Equity Contribution and the application thereof by the Borrower to prepay the outstanding Loans in an aggregate amount (such cash amount being referred to as the “Cure Amount”including principal, any accrued interest thereon and any premiums, fees or other amounts payable in respect thereof) pursuant equal to the exercise of such Cure RightSpecified Equity Contribution, such the financial covenant under Section 7.3.3 shall be recalculated giving effect to the following pro forma adjustmentsadjustment: (a) 9.7.1.1 Consolidated EBITDA shall be increasedincreased with respect to such applicable fiscal quarter and any period that contains such fiscal quarter, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in measuring compliance with Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised 7.3.3 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit FacilitiesSpecified Equity Contribution; and (c) 9.7.1.2 if, after giving effect to the foregoing recalculationspro forma adjustment (without giving effect to any repayment of any Indebtedness with any portion of the Specified Equity Contribution), the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.77.3.3, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 7.3.3 as of the relevant date last day of determination such fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants under Section 7.3.3 that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Lender of the exercise of such Cure Right prior to the date that is three Business Days after such exercise. 9.7.2 Notwithstanding anything herein to the contrary, (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no the Cure Right is made, shall not be exercised more than one time and (ii) there shall be a maximum of five Cure Rights made during the term for purposes of this AgreementSection 9.7, (iii) each Cure Amount the Specified Equity Contribution shall be no greater than the minimum amount expected required for purposes of complying with the Section 7.3.3 for the relevant period and any amounts in excess thereof shall not be deemed to be required a Specified Equity Contribution. Notwithstanding any other provision in this Agreement to cause the Borrower contrary, the Specified Equity Contribution received pursuant to any exercise of the Cure Right and the use of proceeds thereof (including, for the avoidance of doubt, to prepay Loans as provided in Section 9.7.1) shall be in compliance with the financial covenant disregarded for all purposes of this Agreement (except as expressly set forth in Section 10.7 9.7.1), including for the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for the purposes of determining any financial ratio determination, ratio-based terms and any increase to any available basket determination under this Agreement or other determination under the Credit Documents other than for determining calculating compliance with Section 10.7any of the financial covenants hereunder.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 116.1, for purposes of determining whether an Event of Default has occurred under Section 5.1(a)(iii), any cash contribution (in the event form of common equity or subordinated debt) made to the Borrower after the last day of any calendar month and on or prior to the day that is fifteen (15) Business Days after written notice from the Administrative Agent that the Borrower fails to comply is not in compliance with the requirement Section 5.1(a)(iii) as of the financial covenant set forth in Section 10.7, from the beginning of any fiscal period until the expiration end of the 10th Business Day following most recently ended calendar month will, at the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents request of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory and to the Administrative Agent) extent so requested, be included in the calculation of such covenants by increasing the Adjusted Tangible Net Worth of the Borrower (or from a contribution reducing the amount of Corporate Debt to the common equity capital of the Borrowerextent such amounts are utilized to pay down Corporate Debt) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining compliance with the existence of an Event of Default resulting from a breach of the financial Corporate Debt to Tangible Net Worth Ratio covenant set forth in at Section 10.7 with respect to 5.1(a)(iii) at the end of such period and any subsequent period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for such period (any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely such cash contribution to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, so requested by the Borrower shall then to be in compliance with the requirements of the financial covenant set forth in Section 10.7included, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreementa “Specified Contribution”); provided that (i) no more than eight Specified Contributions will be made in each period the aggregate, and (ii) all Specified Contributions will be disregarded for all other purposes under the Transaction Documents (including for purposes of four consecutive fiscal quarters there shall be at least two fiscal quarters determining other items governed by reference to any of the Financial Covenants or the components thereof); and provided further that with respect to any Specified Contribution in which no Cure Right is madethe form of subordinated debt, (i) it does not mature prior to the Maturity Date, (ii) there shall be a maximum of five Cure Rights made during it is subordinated to the term Liens securing the Obligations created pursuant to the terms of this AgreementAgreement on terms reasonably acceptable to the Administrative Agent, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause interest thereon is payable-in-kind (allowing for deferment of interest payments and/or payment in the Borrower to be form of additional debt rather in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; cash), and (iv) all Cure Amounts shall be disregarded for it is otherwise on terms reasonably acceptable to the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7Administrative Agent.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in In the event that the Borrower fails Loan Parties fail to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 9.1 as of the relevant date last day of determination with any fiscal quarter for which such covenant is tested, any cash equity contribution to the same effect as though there had been no failure to comply therewith at such date, and Borrower after the applicable breach or default last day of such fiscal quarter and on or prior to the day that is 10 days after the day on which financial covenants statements are required to be delivered for that had occurred shall fiscal quarter will, at the irrevocable election of the Borrower, be deemed cured included in the calculation of EBITDA solely for the purposes of this Agreementdetermining compliance with the financial covenant in Section 9.1 at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (i) in each period the Borrower shall provide written notice to the Agent of four consecutive its intent to accept a Specified Equity Contribution no later than the day on which financial statements are required to be delivered for the applicable fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is madequarter, (ii) there shall only two Specified Equity Contributions may be a maximum of five Cure Rights made during in the term of this Agreementaggregate after the Closing Date, (iii) each Cure Amount shall the amount of any Specified Equity Contribution will be no greater than the amount expected to be required to cause the Borrower Loan Parties to be in compliance with such financial covenants (the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and “Cure Amount”), (iv) all Cure Amounts shall Specified Equity Contributions will be disregarded for the purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any financial ratio determinationother items governed by reference to EBITDA and (v) the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) (subject to (and to the extent permitted by) the 2020 Term Loan Documents and ABL Loan Documents (and, basket determination in each case, any Refinancing Indebtedness in respect thereof)) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or other determination under the Credit Documents other than application of the proceeds thereof) for determining compliance with Section 10.7any provision under Article IX for the period ending on the last day of the applicable Cure Quarter.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower Holdings fails to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning end of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower Holdings or any direct or indirect parent of the Borrower Holdings shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower Holdings (or from a contribution to the common equity capital of the BorrowerHoldings) to be contributed, directly or indirectly, as cash common equity to the BorrowerCompany, and upon receipt by the Borrower Company of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower Holdings shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower Holdings shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower Company to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter10.7; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 1111 or in any Credit Document, in the event that the Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.7Leverage Ratio, from the beginning of any fiscal period then (A) until the expiration of the 10th tenth Business Day following subsequent to the date financial statements referred to in Sections 9.1(a) or (b) are the compliance certificate for calculating the Leverage Ratio is required to be delivered in respect of such fiscal period for which such financial covenant is being measuredpursuant to Section 9.1(c) (the “Cure Deadline”), any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing receiving cash net equity proceeds derived (which cash proceeds shall be received no earlier than the first day of the applicable fiscal quarter for which there is a failure to comply with the Leverage Ratio) from an issuance of Capital Stock or Stock Equivalents Qualified Equity Interests (other than Disqualified Stock, unless ) for cash as a cash capital contribution (or from any other contribution of cash to capital or issuance or sale of any other Equity Interests on terms reasonably satisfactory acceptable to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower), and upon receipt by the Borrower of such cash contribution proceeds (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant the Leverage Ratio shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA EBITDAX shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 Leverage Ratio with respect to any period of four consecutive fiscal quarters Test Period that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (bii) Consolidated First Lien Secured Total Debt for such Test Period shall be decreased solely to the extent proceeds of the Cure Amount Amount, if any, are actually applied to prepay any of the Credit Facilities and there Indebtedness (provided that any such Indebtedness so prepaid shall be no pro forma reduction a permanent repayment of such Indebtedness and termination of commitments thereunder) included in Indebtedness the calculation of Consolidated Total Debt and any cash proceeds shall not be “netted” for purposes of ratio calculations with respect to any four fiscal quarter period in which the proceeds of the Cure Amount for determining compliance with the financial covenant set forth fiscal quarter period in Section 10.7 unless which such proceeds are actually applied to prepay Indebtedness under the Credit Facilitiesequity cure has been made is included; and (ciii) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7Leverage Ratio, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 Leverage Ratio as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants the Leverage Ratio that had occurred shall be deemed cured for the purposes of this Agreement; provided that (iA) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is madeexercised, (iiB) there shall be a maximum of five Cure Rights made shall not be exercised more than five times during the term of this Agreement, (iiiC) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the Leverage Ratio above (such amount, the “Necessary Cure Amount”); provided that if the Cure Right is exercised prior to the date financial covenant set forth in Section 10.7 statements are required to be delivered for the relevant such fiscal quarter; , then the Cure Amount shall be equal to the amount reasonably determined by the Borrower in good faith that is required for purposes of complying with the Leverage Ratio for such fiscal quarter (such amount, the “Expected Cure Amount”), (D) in respect of the fiscal quarter in which such Cure Right was exercised and (iv) for each Test Period that includes such fiscal quarter, all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7the Leverage Ratio and (E) no Lender or Issuing Bank shall be required to make any extension of credit hereunder during the 10 Business Day period referred to above, unless the Borrower shall have received the Cure Amount; and (iv) upon receipt by the Administrative Agent of written notice, on or prior to the Cure Deadline, that the Borrower intends to exercise the Cure Right in respect of a fiscal quarter, the Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of the Leverage Ratio, unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower Holdings fails to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower Holdings or any direct or indirect parent of the Borrower Holdings shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower Holdings (or from a contribution to the common equity capital of the BorrowerHoldings) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower Holdings shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower Holdings shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter10.7; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for In the purpose of determining event the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect Loan Parties fail to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance comply with the financial covenant set forth in Section 10.7 unless 7.19 as of the last day of any applicable Fiscal Quarter, any cash equity contribution to the Parent Borrower (funded with proceeds of common equity issued by Holdings or other equity issued by Holdings having terms reasonably acceptable to the Administrative Agent and in any case, not constituting Disqualified Stock) on or prior to the day that is fifteen Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter (such proceeds fifteen Business Day period, the “Standstill Period”) will, at the irrevocable election of the Parent Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the Fixed Charge Coverage Ratio for the relevant Measurement Period and any portion of subsequent period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) notice of the Parent Borrower’s intent to make a Specified Equity Contribution shall be delivered no later than the day on which financial statements are actually applied required to prepay Indebtedness under be delivered for the Credit Facilities; and applicable Fiscal Quarter, (b) in each consecutive four Fiscal Quarter period, there shall be at least two Fiscal Quarters in which no Specified Equity Contribution is made and there shall be no more than five Specified Equity Contributions made in the aggregate after the Effective Date, (c) ifthe amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Loan Parties to be in pro forma compliance with the Fixed Charge Coverage Ratio, (d) all Specified Equity Contributions shall be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to Consolidated EBITDA, (e) any Indebtedness prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with the Fixed Charge Coverage Ratio for the current Fiscal Quarter and the next three Fiscal Quarters thereafter and (f) during the Standstill Period, no Borrowing shall be permitted to be made, and no Letter of Credit may be issued, amended, extended or renewed. (b) If, after giving effect to the foregoing recalculationsadjustment referred to in clause (a) above, the Borrower Borrowers shall then be in compliance with the requirements of the financial covenant set forth in Section 10.77.19, the Borrower Borrowers shall be deemed to have satisfied the such requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such the financial covenants covenant set forth in Section 7.19 that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in In the event that the Borrower fails Credit Parties fail to comply with the requirement of the financial covenant covenants set forth in Section 10.7, from 6.2 or 6.3 as of the beginning last day of any fiscal period until Fiscal Quarter, any cash equity contribution to Borrower (funded with proceeds of common equity (other than Disqualified Stock) issued by Holdings or the expiration Borrower or other equity issued by Holdings or the Borrower having terms reasonably acceptable to Agent) by Holdings or any other equity holder of Borrower after the last day of the 10th Business Day following applicable Fiscal Quarter with respect to which such covenants are being tested and on or prior to the date day that is ten (10) days after the day on which financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect for such Fiscal Quarter will, at the irrevocable election of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by be included in the Borrower calculation of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreementdetermining compliance with such covenants at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided provided, that (ia) notice of the Borrower’s intent to make a Specified Contribution shall be delivered no later than the day on which financial statements are required to be delivered for the applicable Fiscal Quarter, (b) in each consecutive four Fiscal Quarter period of four consecutive fiscal quarters there shall will be at least two fiscal quarters (2) Fiscal Quarters in which no Cure Right Specified Equity Contribution is made, (iic) there shall be a maximum the amount of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall any Specified Equity Contribution will be no greater than the amount expected to be required to cause the Borrower Credit Parties to be in compliance with the financial covenant set forth covenants in Section 10.7 for the relevant fiscal quarter; 6.2 and 6.3, (ivd) all Cure Amounts shall Specified Equity Contributions will be disregarded for the purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to EBITDA, (e) there shall be no more than five (5) Specified Equity Contributions made in the aggregate after the Restatement Effective Date, (f) the proceeds received by Borrower from all Specified Equity Contributions shall be promptly used by Borrower to prepay the Term Loans and (g) any financial ratio determination, basket determination or other determination under Indebtedness prepaid with the Credit Documents other than proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with the financial covenants in Section 10.76.2 and 6.3 for the current Fiscal Quarter (but, for the avoidance of doubt, not the next three Fiscal Quarters thereafter).

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in In the event that the Borrower fails Credit Parties fail to comply with the requirement of the financial covenant covenants set forth in Section 10.7, from 6.2 or 6.3 as of the beginning last day of any fiscal period until Fiscal Quarter, any cash equity contribution to the expiration Issuer (funded with proceeds of common equity (other than Disqualified Stock) issued by Holdings or the Issuer or other equity issued by Holdings or the Issuer having terms reasonably acceptable to the Required Purchasers) by Holdings or any other equity holder of the 10th Business Day following Issuer after the date last day of the applicable Fiscal Quarter with respect to which such covenants are being tested and on or prior to the day that is ten (10) days after the day on which financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of for such fiscal period for which such financial covenant is being measuredFiscal Quarter will, any holder of Capital Stock or Stock Equivalents at the irrevocable election of the Borrower or any direct or indirect parent Issuer, be included in the calculation of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreementdetermining compliance with such covenants at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (ia) notice of the Issuer’s intent to make a Specified Contribution shall be delivered no later than the day on which financial statements are required to be delivered for the applicable Fiscal Quarter, (b) in each consecutive four Fiscal Quarter period of four consecutive fiscal quarters there shall will be at least two fiscal quarters (2) Fiscal Quarters in which no Cure Right Specified Equity Contribution is made, (iic) there shall be a maximum the amount of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall any Specified Equity Contribution will be no greater than the amount expected to be required to cause the Borrower Credit Parties to be in compliance with the financial covenant set forth covenants in Section 10.7 for 6.2 and 6.3 and the relevant fiscal quarter; financial covenants in Section 6.2 and 6.3 of the First Lien Credit Agreement, (ivd) all Cure Amounts shall Specified Equity Contributions will be disregarded for the purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to EBITDA, (e) there shall be no more than five (5) Specified Equity Contributions made in the aggregate after the Restatement Effective Date, (f) the proceeds received by the Issuer from all Specified Equity Contributions shall be promptly used by the Issuer to prepay First Lien Indebtedness (applied in accordance with Section 1.8(g) of the First Lien Credit Agreement as in effect on the Restatement Effective Date) and thereafter the Term Loans and (g) any financial ratio determination, basket determination or other determination under Indebtedness prepaid with the Credit Documents other than proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with the financial covenants in Section 10.76.2 and 6.3 for the current Fiscal Quarter (but, for the avoidance of doubt, not the next three Fiscal Quarters thereafter). Any Specified Equity Contribution (as defined in the First Lien Credit Agreement made under the First Lien Credit Agreement shall be deemed to be a Specified Equity Contribution made under this Section 6.4 in an equivalent amount.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 118.01, in the event that the Borrower fails but subject to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased8.03(b), solely for the purpose of determining the existence of whether an Event of Default resulting from a breach has occurred pursuant to Section 6.08(b) (the “Total Leverage Covenant”) as of the financial covenant set forth in Section 10.7 end of and for any Test Period ending on the last day of any fiscal quarter with respect to any period which the Total Leverage Covenant is tested (such fiscal quarter, a “Cure Quarter”), the then existing direct or indirect equity holders of four consecutive fiscal quarters that includes Holdings shall have the right to make an equity investment, directly or indirectly (which equity shall not be Disqualified Capital Stock), in Holdings in cash, which Holdings shall contribute, directly or indirectly, to the Borrower in cash (which equity contribution shall not be Disqualified Capital Stock in the Borrower or otherwise in a form reasonably acceptable to the Administrative Agent) on or after the first day of such Cure Quarter and on or prior to the fifteenth (15th) Business Day after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, with respect to such Cure Quarter or the fiscal quarter year ending on the last day of such Cure Quarter, as applicable (the “Cure Expiration Date”), and such cash will, if so designated by Holdings, be included in the calculation of Consolidated EBITDA for which purposes of determining compliance with the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds Total Leverage Covenant as of the end of and for the Test Period ending on the last day of such Cure Amount are actually applied to prepay Quarter and any Test Periods ending on the last day of any of the Credit Facilities subsequent three fiscal quarters (any such equity contribution so included in the calculation of Consolidated EBITDA, an “Equity Cure Contribution,” and there the amount of such Equity Cure Contribution, the “Cure Amount”); provided that such Equity Cure Contribution is Not Otherwise Applied. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Total Leverage Covenant as of the end of and for the Test Period ending on the last day of such Cure Quarter and any Test Periods ending on the last day of any of the subsequent three fiscal quarters, including being disregarded for purposes of the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI (other than Section 6.08). There shall be no pro forma reduction in Consolidated Total Funded Indebtedness as a result of any prepayments of Indebtedness with the proceeds of the any Equity Cure Amount Contribution for determining compliance with the financial covenant set forth Total Leverage Covenant under Section 6.08 as of and for the Test Period ending on the last day of the Cure Quarter; provided that such Equity Cure Contribution shall reduce Consolidated Total Funded Indebtedness in future fiscal quarters to the extent used to prepay any applicable Indebtedness. Notwithstanding anything to the contrary contained in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under 8.01, (A) upon receipt of the Credit Facilities; and Cure Amount by Holdings (c) if, after giving effect and the subsequent contribution in cash to the foregoing recalculations, Borrower (which equity contribution shall not be Disqualified Capital Stock in the Borrower)) in an amount necessary to cause the Borrower shall then to be in compliance with the requirements Total Leverage Covenant as of the financial covenant set forth in Section 10.7end of and for the Test Period ending on the last day of such Cure Quarter, the Borrower Total Leverage Covenant under Section 6.08(b) shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 and complied with as of the relevant date end of determination and for such Test Period with the same effect as though there had been no failure to comply therewith at such datewith the Total Leverage Covenant under Section 6.08(b), and any Default or Event of Default related to any failure to comply with the applicable breach or default of such financial covenants that had occurred Total Leverage Covenant shall be deemed cured not to have occurred for the purposes of this Agreement; provided that the Loan Documents and (B) upon receipt by the Administrative Agent of a notice from the Borrower stating the Borrower’s intent to cure such Event of Default (“Notice of Intent to Cure”) prior to the making of an Equity Cure Contribution (but in any event no later than the Cure Expiration Date): (i) in each period no Default or Event of four consecutive fiscal quarters there Default shall be at least two fiscal quarters in which no deemed to have occurred on the basis of any failure to comply with the Total Leverage Covenant unless such failure is not cured by the making of an Equity Cure Right is madeContribution on or prior to the Cure Expiration Date, (ii) there the Borrower shall not be permitted to borrow Revolving Loans and new Letters of Credit shall not be issued unless and until the Equity Cure Contribution is made or all existing Events of Default are waived or cured or the Required Revolving Lenders otherwise consent to the advance of Revolving Loans or the issuance of new Letters of Credit, (iii) none of the Administrative Agent, the Collateral Agent or any Lender shall exercise any of the remedial rights otherwise available to it upon an Event of Default, including the right to accelerate the Loans, to terminate Commitments or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of Section 6.08(b), unless the Equity Cure Contribution is not made on or before the Cure Expiration Date and (iv) if the Equity Cure Contribution is not made on or before the Cure Expiration Date, such Event of Default or potential Event of Default shall spring into existence after such time. (b) There shall be a maximum of (i) no more than five (5) Equity Cure Rights Contributions made during the term of this Agreement, Agreement and (iiiii) each no more than two (2) Equity Cure Amount Contributions made during any four consecutive fiscal quarters. No Equity Cure Contribution shall be no any greater than the minimum amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth Total Leverage Covenant in Section 10.7 for the relevant fiscal quarter; and (iv) all applicable Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7Quarter.

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

Equity Cure. Notwithstanding anything to the contrary contained in this Section 1112, in the event that the Borrower fails to comply with the requirement requirements of the financial covenant set forth in Section 10.7Financial Covenants, from the beginning of at any fiscal period until time prior to the expiration of the 10th fifteenth (15th) Business Day following the date the financial statements referred to in Sections 9.1(a10.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant the applicable Financial Covenant is being measuredmeasured (the “Cure Expiration Date”), any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of (A) Capital Stock or Stock Equivalents (other than Disqualified Stock, Stock unless reasonably satisfactory to the Administrative AgentAgent (acting at the direction of (i) prior to the Conversion Date, the Required Lenders or (ii) on and after the Conversion Date, the Required Revolving Credit Lenders)) or (B) solely for purposes of curing the Liquidity Covenant, Indebtedness or Disqualified Stock permitted under Section 11.1, in each case by Holdings or another Parent Entity of the Borrower (or from a contribution to the common equity capital of the BorrowerHoldings or such other Parent Entity) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant if identified by the Borrower as a Cure Amount, the applicable Financial Covenant shall be recalculated giving effect to the following pro forma adjustments: (a) (i) with respect to the Total Net Leverage Covenant, Consolidated EBITDA shall be increased, (ii) with respect to the Liquidity Covenant, Qualified Cash shall be increased or (iii) with respect to the Recurring Revenue Covenant, Annual Recurring Revenue shall be increased, in each case solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 Financial Covenants with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any Indebtedness, such Indebtedness shall not be deemed to have been repaid for the purposes of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless Financial Covenants with respect to the quarter with respect to which such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; andCure Amount was made; (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7applicable Financial Covenants, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 applicable Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants the applicable Financial Covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four (4) consecutive fiscal quarters there shall be at least no more than two (2) consecutive fiscal quarters in which no a Cure Right is mademade with respect to the same Financial Covenant, (ii) except with respect to any Cure Right exercised with respect to the Liquidity Covenant, there shall be a maximum number of five (5) Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and applicable Financial Covenants, (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or any other determination under the Credit Documents other than for determining compliance with Section 10.711.7, (v) with respect to the Total Net Leverage Covenant and the Recurring Revenue Covenant, there shall be no pro forma reduction of the amount of Consolidated Total Debt with the proceeds of any Cure Amount for the fiscal period in which such Cure Right was exercised and (vi) the Lenders and Letter of Credit Issuer shall not be required to make any Revolving Credit Loan or issue or amend any Letter of Credit until receipt by the Borrower of the Cure Amount; and (d) in the event that, prior to a Pricing Grid Election, the Borrower breaches each of the Recurring Revenue Covenant and the Liquidity Covenant for a particular Test Period, any Cure Amount contributed to the Borrower made to cure one such Financial Covenant may, at the Borrower’s election, also be deemed to concurrently cure the other breached Financial Covenant without an additional contribution to cure such additional Financial Covenant, and such Cure Amount may be in an aggregate amount equal to the greater of (i) the amount required for the Borrower to be in pro forma compliance with the Liquidity Covenant and (ii) the amount required for the Borrower to be in pro forma compliance with the Recurring Revenue Covenant.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in In the event that the Borrower fails Borrowers fail to comply with the requirement of the financial any covenant set forth in Section 10.7, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to contained in Sections 9.1(a9.13(a) or (b) are required to be delivered in respect of for any Test Period (any such fiscal period for which such financial covenant is being measuredfailure, any holder of Capital Stock or Stock Equivalents of a “Financial Covenant Default”), the Borrower or any direct or indirect parent of the Borrower Borrowers shall have the right to cure such failure the resulting Event of Default on the following terms and conditions (the “Equity Cure Right”): (i) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified StockIn the event the Borrowers desire to cure any Financial Covenant Default, unless reasonably satisfactory the Administrative Borrower shall deliver to the Administrative AgentAgent irrevocable written notice of the Borrowers’ intent to cure (a “Cure Notice”) by no later than ten (10) Business Days after the Borrower earlier of (or from x) the date on which financial statements and a contribution Compliance Certificate for the applicable fiscal quarter are required to be delivered and (y) the date on which financial statements and a Compliance Certificate for the applicable fiscal quarter were actually delivered. The Cure Notice shall set forth the calculation of the amount of the Equity Cure Investment necessary to cure the applicable Financial Covenant Default pursuant to the common terms hereof (the “Financial Covenant Cure Amount”). (ii) If the Administrative Borrower delivers a Cure Notice, the direct or indirect equity capital holders of the BorrowerSpark (and/or additional direct or indirect equity holders of Spark) to be contributedshall, directly or indirectly, as purchase equity interests of Spark that are not Disqualified Capital Stock and/or make a cash common equity capital contribution to the Borrower, and upon receipt by the Borrower of such cash contribution Spark (such cash amount being referred to as the an “Equity Cure AmountInvestment”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Financial Covenant Cure Amount; , no later than five (b5) Consolidated First Lien Secured Debt shall be decreased solely to Business Days after receipt by the extent proceeds Administrative Agent of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the Notice. The cash proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless received by such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower from such purchases or contributions shall be deemed to have satisfied increase Consolidated Adjusted EBITDA on a dollar-for-dollar basis, and the requirements amount of such increase may be included in a recalculation of the financial covenant set forth in Section 10.7 covenant(s) giving rise to the Financial Covenant Default for the fiscal quarter immediately preceding such purchase or contribution, as applicable, and, without duplication, for each of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred following three (3) fiscal quarters. (iii) The Equity Cure Right shall not be deemed cured for the purposes of this Agreement; provided that exercised in any two (i2) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made or more than four times during the term of this Loan Agreement, in the aggregate. (iiiiv) each The amount of any Equity Cure Amount Investment shall be no greater than the amount expected to be required to cause the Borrower Borrowers to be in compliance with the financial covenant set forth in applicable Financial Covenant Default(s). (v) Upon timely receipt by such Borrower of the cash proceeds from the Equity Cure Investment, and, the application of the mandatory prepayment thereof by the Borrowers pursuant to Section 10.7 for 4.02(b)(ii), the relevant fiscal quarter; and (iv) all Cure Amounts applicable Financial Covenant Default shall be disregarded deemed cured. (vi) Any Term Loans prepaid with the proceeds of an Equity Cure Investment shall be deemed outstanding for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7the financial covenants for the measurement period being cured and in each subsequent measurement period that includes such measurement period.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in In the event that the Borrower fails Loan Parties fail to comply with the requirement of the any financial covenant set forth contained in Section 10.78.11 (a “Financial Covenant Default”), from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Parent Borrower shall have the right to cure such failure Event of Default on the following terms and conditions (the “Equity Cure”): (a) In the event the Parent Borrower desires to cure a Financial Covenant Default, the Parent Borrower shall deliver to the Administrative Agent irrevocable written notice of its intent to cure (a “Cure RightNotice”) at any time during the period commencing on the date that the financial statements and corresponding Compliance Certificate as of and for the period ending on the last day of the fiscal quarter as of which such Financial Covenant Default occurred (the “Testing Date”) are required to be delivered to the Administrative Agent and the Lenders and ending on the tenth (10th) Business Day thereafter. The Cure Notice shall set forth the calculation of the applicable Financial Covenant Cure Amount (as hereinafter defined). (b) In the event the Parent Borrower delivers a Cure Notice in accordance with clause (a) above, a capital contribution (in either (w) common stock of the Parent Borrower, (x) Curative Preferred Equity, (y) other preferred equity provided by causing cash net equity proceeds derived from an issuance of Oaktree Capital Management or its Affiliates that is not Disqualified Stock or Stock Equivalents (z) other than Disqualified Stock, unless Equity Interests that are on terms reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period case of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made(w) through (z), structured (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount as a payment-in-kind contribution with no cash repayment or other Restricted Payments permitted with respect thereto) shall be no greater than made to the Parent Borrower, in an amount such that the Net Cash Proceeds thereof shall be equal to the Financial Covenant Cure Amount, at any time during the period commencing on the date of the Administrative Agent’s receipt of such Cure Notice and ending on the fifteenth (15th) Business Day following the date on which the relevant financial statements and Compliance Certificate were required to be delivered to the Administrative Agent and the Lenders (such fifteenth (15th) Business Day, the “Required Contribution Date”). All of the Net Cash Proceeds of such capital contribution (such amount, the “Contributed Amount”) shall be immediately contributed to the capital of the Parent Borrower. The “Financial Covenant Cure Amount” shall be the sum of (x) lowest amount which if added to the amount expected to be required to cause of Consolidated EBITDA as of the Borrower to be applicable Testing Date, would result in the Loan Parties being in pro forma compliance with the applicable financial covenant set forth which is the subject of such Financial Covenant Default(s) as of such Testing Date plus (y) $1,000,000 (provided, however, that if more than one such Financial Covenant Default exists as of a testing date, the Financial Covenant Cure Amount for purposes hereof shall equal the sum of (x) the lowest amount which if added to the amount of Consolidated EBITDA as of the applicable Testing Date, would result in Section 10.7 for the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining Loan Parties being in pro forma compliance with Section 10.7all financial covenants which are the subject of such Financial Covenant Defaults as of such Testing Date plus (y) $1,000,000).

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for In the purpose of determining event the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect Loan Parties fail to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance comply with the financial covenant set forth in Section 10.7 unless 7.19 as of the last day of any applicable Fiscal Quarter, any cash equity contribution to the Parent Borrower (funded with proceeds of common equity issued by Holdings or other equity issued by Holdings having terms reasonably acceptable to the Administrative Agent and in any case, not constituting Disqualified Stock) on or prior to the day that is fifteen Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter (such proceeds fifteen Business Day period, the “Standstill Period”) will, at the irrevocable election of the Parent Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the Fixed Charge Coverage Ratio for the relevant Measurement Period and any portion of subsequent period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) notice of the Parent Borrower’s intent to make a Specified Equity Contribution shall be delivered no later than the day on which financial statements are actually applied required to prepay Indebtedness under be delivered for the Credit Facilities; and applicable Fiscal Quarter, (b) in each consecutive four Fiscal Quarter period, there shall be at least two Fiscal Quarters in which no Specified Equity Contribution is made and there shall be no more than five Specified Equity Contributions made in the aggregate after the EffectiveOriginal Closing Date, (c) ifthe amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Loan Parties to be in pro forma compliance with the Fixed Charge Coverage Ratio, (d) all Specified Equity Contributions shall be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to Consolidated EBITDA, (e) any Indebtedness prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with the Fixed Charge Coverage Ratio for the current Fiscal Quarter and the next three Fiscal Quarters thereafter and (f) during the Standstill Period, no Borrowing shall be permitted to be made, and no Letter of Credit may be issued, amended, extended or renewed. (b) If, after giving effect to the foregoing recalculationsadjustment referred to in clause (a) above, the Borrower Borrowers shall then be in compliance with the requirements of the financial covenant set forth in Section 10.77.19, the Borrower Borrowers shall be deemed to have satisfied the such requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such the financial covenants covenant set forth in Section 7.19 that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in In the event that the Borrower fails Credit Parties fail to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 7.1 as of the relevant date last day of determination any Fiscal Quarter, any cash equity contribution to Borrower (funded with the same effect as though there had been no failure proceeds of common equity issued by the Borrower or other equity issued by the Borrower having terms reasonably acceptable to comply therewith at such dateAgent and in any case, and not constituting Disqualified Stock) after the applicable breach or default last day of such Fiscal Quarter and on or prior to the day that is fifteen (15) Business Days after the day on which financial covenants statements are required to be delivered for that had occurred shall Fiscal Quarter will, at the irrevocable election of the Borrower, be deemed cured included in the calculation of Consolidated EBITDA solely for the purposes of this Agreementdetermining compliance with such covenant in Section 7.1 at the end of such Fiscal Quarter (each, a “Cure Quarter”) and any subsequent period that includes such Cure Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (ia) notice of Borrower’s intent to accept a Specified Equity Contribution shall be delivered by the Borrower no later than the day on which financial statements are required to be delivered for the applicable Fiscal Quarter, (b) in each consecutive four (4) Fiscal Quarter period of four consecutive fiscal quarters there shall will be at least two fiscal quarters (2) Fiscal Quarters in which no Cure Right Specified Equity Contribution is made, (iic) there shall be a maximum the amount of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall any Specified Equity Contribution will be no greater than the amount expected to be required to cause the Borrower Credit Parties to be in compliance with the such financial covenant set forth in Section 10.7 for (the relevant fiscal quarter; and “Cure Amount”), (ivd) all Cure Amounts shall Specified Equity Contributions will be disregarded for the purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any financial ratio determinationother items governed by reference to Consolidated EBITDA, basket determination (e) there shall be no more than five (5) Specified Equity Contributions made in the aggregate after the Closing Date, and (f) there shall be no pro forma or other determination under reduction in Consolidated Total Net Indebtedness (through either netting of cash or prepayment of Indebtedness) in connection with any Specified Equity Contribution (or the Credit Documents other than application of the proceeds thereof) for determining compliance with each financial covenant under Article VII for the periods including the Cure Quarter unless actually utilized to pay down the Term Loans; provided that there shall be no de-leveraging credit for the period ending on the last day of the Cure Quarter in respect of which the equity cure is exercised. Upon the Agent’s receipt of notice from the Borrower of its intent to make a Specified Equity Contribution pursuant to this Section 10.77.4 no later than the day on which financial statements are required to be delivered for the applicable Fiscal Quarter, then, until the day that is fifteen (15) Business Days after such date, neither Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Sections 7.1 in respect of the period ending on the last day of such Fiscal Quarter; provided that in no event shall the Lenders have any obligation to fund any Loan until such Specified Equity Contribution is made.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in In the event that the Borrower fails Credit Parties fail to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in clause (a) of this Section 10.7 unless 7.07 as of the last day of any Testing Period, any cash contribution to Holdings funded with proceeds of an issuance of Equity Interests of Holdings that are not Disqualified Equity Interests (any such proceeds are actually applied to prepay Indebtedness under equity contribution so included in the Credit Facilities; and (ccalculation of Consolidated EBITDA, a “Specified Equity Contribution”) if, after giving effect the last day of such fiscal quarter and on or prior to the foregoing recalculationsday that is ten days after the day on which financial statements are required hereunder to be delivered for that fiscal quarter (provided that, unless a Specified Equity Contribution is made during such ten-day period, the Borrower shall then not be in compliance with permitted to request any Borrowing hereunder during such ten-day period) will, at the requirements irrevocable election of the financial covenant set forth Borrower, be included in Section 10.7, the Borrower shall be deemed to have satisfied the requirements calculation of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured Consolidated EBITDA solely for the purposes of this Agreement; determining compliance with such covenant at the end of such fiscal quarter, provided that (i) notice of the Borrower’s intent to have a Specified Equity Contribution made shall be delivered no later than the day on which financial statements are required hereunder to be delivered for the applicable fiscal quarter, (ii) in each consecutive four fiscal quarter period of four consecutive fiscal quarters there shall will be at least two fiscal quarters in which no Cure Right Specified Equity Contribution is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall the amount of any Specified Equity Contribution will be no greater than the amount expected to be required to cause the Borrower Credit Parties to be in compliance with the such financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and covenant, (iv) all Cure Amounts shall Specified Equity Contributions will be disregarded for the purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels and other items governed by reference to Consolidated EBITDA, (v) Holdings shall immediately upon receipt of any financial ratio determinationSpecified Equity Contribution, basket determination make (or other determination under cause to be made) a prepayment of the Credit Documents other than for determining compliance Loans in an amount equal to 100% of such Specified Equity Contribution in accordance with Section 10.72.12(d) and (vi) there shall be no more than five (5) Specified Equity Contributions made in the aggregate after the Closing Date.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 117.1(b) or any other provision herein, in the event that the Borrower fails Credit Parties fail to comply with the requirement requirements of any Financial Covenant, then at any time after the end of the financial Fiscal Quarter for which such covenant set forth in Section 10.7, from the beginning of any fiscal period is being measured until the expiration of the 10th tenth (10th) Business Day following after the date on which financial statements referred with respect to in Sections 9.1(a) or (b) such Fiscal Quarter are initially required to be delivered in respect of such fiscal period for which such financial covenant is being measuredpursuant to Section 4.1(a) or 4.1(b) (the “Cure Period”), any holder of Capital Stock or Stock Equivalents of the Borrower Sponsors or any the other direct or indirect parent equityholders of the Borrower shall have the irrevocable right to cure such failure make a direct or indirect equity investment in the Borrower in cash in the form of Qualified Stock (the “Cure Right”) by causing cash net (any such equity proceeds derived from an issuance contribution included (as described in this Section 7.6) in the calculation of Capital Stock or Stock Equivalents Consolidated EBITDA, a “Specified Equity Contribution”); provided, that the Borrower shall have provided irrevocable notice (other than Disqualified Stock, unless reasonably satisfactory the “Notice of Intent to Cure”) to Agent that such investment amounts shall be designated as a “Specified Equity Contribution” (it being understood that to the Administrative Agent) by extent such Notice of Intent to Cure is provided in advance of delivery of a Compliance Certificate for the Borrower (or from applicable period, the amount of such Net Cash Proceeds that is designated as a contribution Specified Equity Contribution may be lower than specified in such notice to the common equity capital extent that the amount necessary to cure any Event of Default under Section 6.1 is less than the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrowerfull amount of such originally designated amount), and upon the receipt by the Borrower of such net cash contribution (such cash amount being referred to as the “Cure Amount”) proceeds pursuant to the exercise of such Cure Rightthe Specified Equity Contribution, such financial covenant the Financial Covenants shall be recalculated recalculated, giving effect to the following a pro forma adjustments: (a) increase to Consolidated EBITDA for such Test Period in an amount equal to such Specified Equity Contribution; provided that such pro forma adjustment to Consolidated EBITDA shall be increased, given solely for the purpose of determining the existence of a Default or an Event of Default resulting from a breach of under the financial covenant set forth in Section 10.7 Financial Covenants with respect to such Test Period and any period of four consecutive fiscal quarters subsequent Test Period that includes the fiscal quarter Fiscal Quarter for which the Cure Right such Specified Equity Contribution was exercised and not for any other purpose under this Agreementany Loan Document (including for purposes of determining addbacks based on a percentage of Consolidated EBITDA in accordance with the definition thereof, any other items governed by an reference to Consolidated EBITDA, pricing, mandatory prepayments and the availability or amount equal permitted pursuant to the Cure Amount;any covenant under Article V). (b) Consolidated First Lien Secured Debt shall be decreased solely to If, after the extent proceeds exercise of the Cure Amount are actually applied Specified Equity Contribution and the recalculations pursuant to prepay any of clause (a) above, the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower Parties shall then be in compliance with the requirements of the financial covenant set forth in Financial Covenants during such Test Period (including for purposes of Section 10.72.2), the Borrower Credit Parties shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 Financial Covenants 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 Default or default Event of such financial covenants Default under Section 7.1 that had occurred shall be deemed cured for the purposes of this Agreementcured; provided that (i) there shall be no more than five (5) Specified Equity Contributions made in the aggregate after the Closing Date, (ii) in each period of consecutive four consecutive fiscal quarters Fiscal Quarter period, there shall be at least two fiscal quarters (2) Fiscal Quarters in respect of which no Cure Right Specified Equity Contribution is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreementexercised, (iii) each with respect to the exercise of any Cure Amount Right, the Specified Equity Contribution shall be no greater than the amount expected to be required to cause the Borrower Credit Parties to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; Financial Covenants and (iv) all Cure Amounts with respect to the Fiscal Quarter for which such Specified Equity Contribution is made, there shall be disregarded no pro forma reduction of Indebtedness with the proceeds of any Specified Equity Contribution for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with the Financial Covenants. (c) In furtherance of this Section 10.77.6, (i) upon actual receipt and designation of the applicable Specified Equity Contribution, the Financial Covenants shall be deemed retroactively cured with the same effect as though there had been no failure to comply with the Financial Covenants and any Event of Default or potential Event of Default under Section 6.1 or 6.2 shall be deemed not to have occurred for purposes of the Loan Documents, subject to the terms and conditions set forth in this Section 7.6 and (ii) commencing on the date Agent receives the applicable Notice of Intent to Cure, neither Agent nor any Lender may exercise any rights or remedies (including any rights or remedies under Section 7.2 or any other Loan Document or with respect to acceleration of the Loans, termination of Commitments, foreclosure or possession of any Collateral or otherwise) on the basis of any actual or purported Event of Default under Section 6.1 or 6.2 until and unless the Cure Period has expired without the Specified Equity Contribution having been received and designated. Notwithstanding the foregoing, the Borrower shall not be permitted to make any Borrowing of Revolving Loans and no new Letters of Credit shall be Issued until the Borrower has received the Specified Equity Contribution or all Events of Default have been otherwise cured or waived in accordance with the terms herein.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 117.01, in the event that the Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.7either Financial Covenant, from the beginning end of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(aSection 5.01(a) or (b) Section 5.01(b), as applicable, are required to be delivered in respect of such fiscal period for which such financial covenant Financial Covenant is being measured, any holder of Capital Stock or Stock Equivalents if the Borrower receives a Specified Equity Contribution, the Borrower may apply the amount of the Borrower or any direct or indirect parent of the Borrower shall have the right net cash proceeds thereof to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated increase EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any such fiscal quarter; provided that (i) in each period of four consecutive fiscal quarters, there shall be no more than two fiscal quarters that includes in which a Specified Equity Contribution is made, (ii) no more than five Specified Equity Contributions shall be made in the fiscal quarter for which aggregate during the Cure Right was exercised and not for any other purpose under term of this Agreement, by an (iii) the amount equal of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in pro forma compliance with Section 6.13 for any applicable period, (iv) all Specified Equity Contributions shall be disregarded for purposes of determining any baskets, financial ratio based calculations or pricing with respect to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to covenants contained in this Agreement and the extent proceeds calculation of the Cure Available Amount are actually applied to prepay any of the Credit Facilities and Required Percentage and (v) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than Specified Equity Contribution for determining compliance with Section 10.76.13 for the fiscal quarter in respect of when such Specified Equity Contribution is made (either directly through prepayment or indirectly as a result of the netting of unrestricted cash). Notwithstanding anything to the contrary herein, no Revolving Lender shall be required to fund any Revolving Loans or other advance, and no Issuing Bank shall be required to issue any Letter of Credit, at any time during the period beginning on the date the Borrower notifies the Administrative Agent that it intends to make a Specified Equity Contribution and ending on the date the Specified Equity Contribution is made.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.7Financial Covenant, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right may elect to cure such failure (the “Cure Right”) by causing including in the calculation of the Financial Covenant the cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (Borrower, or from a contribution to the common equity capital of the Borrower, in each case, received at any time since the Closing Date and not otherwise applied for any purposes under this Agreement until the expiration of the fifteenth Business Day following the date financial statements referred to in Section 9.1(a) or (b) (such period, the “Cure Period”) are required to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower delivered in respect of such cash contribution Test Period for which the Financial Covenant is being measured (such cash amount being referred to as the “Cure Amount”) pursuant ), and upon such election by the Borrower to the exercise of such Cure Right, such financial covenant the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 Financial Covenant with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities[reserved]; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 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 breach or default of such financial covenants the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is madeexercised, (ii) there shall be a maximum of five Cure Rights made exercised during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth Financial Covenant; provided that the Cure Amount for one fiscal quarter may exceed the amount required to cause the Borrower to be in Section 10.7 compliance with the Financial Covenant and for the relevant avoidance of doubt, the entire amount of such Cure Amount will increase the Consolidated EBITDA for purpose of testing compliance with the Financial Covenant for any Test Period inclusive of such fiscal quarter; quarter (it being understood that to the extent the notice described in the immediately succeeding paragraph is provided in advance of delivery of a Compliance Certificate for the applicable fiscal period, the amount of such net equity proceeds that is designated as the Cure Amount may be lower than the amount specified in such notice to the extent the amount necessary to cure such Event of Default is less than the full amount originally designated) and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination Financial Incurrence Test under the Credit Documents other than for determining compliance with Section 10.710.9 and may not result in any adjustment to any amounts (including the amount of Indebtedness or increase in cash or Cash Equivalents) with respect to the fiscal quarter with respect to which such Cure Amount was received other than the amount of the Consolidated EBITDA referred to above (except to the extent such proceeds are applied to prepay, repay or redeem Indebtedness, in which case such repayment, prepayment or redemption shall be given pro forma effect). No Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenant unless such failure is not cured by the receipt of the Cure Amount on or prior to the last day of the Cure Period. The Borrower shall not be permitted to borrow Revolving Loans or Swingline Loans or make any Letter of Credit Request in respect of issuing a new Letter of Credit or otherwise extending or increasing the face amount of an existing Letter of Credit unless and until (x) the proceeds of the issuance or contribution, as the case may be, constituting the Cure Amount shall have been received by the Borrower such that, upon recalculation taking into account such Cure Amount received, the Borrower shall be in compliance with the covenant contained in Section 10.9 or (y) all such Defaults and Event of Defaults shall have been waived in accordance with the terms of this Agreement; provided further that if the Cure Amount is not received before the expiration of the Cure Period, unless all such Defaults and Events of Default shall have been waived in accordance with the terms of this Agreement, each such Default or Event of Default shall be deemed to have occurred. No Agent or Lender shall take any action to foreclose on, or take possession of, the Collateral, accelerate any Obligations, terminate any Commitments or otherwise exercise any remedies under any Credit Document or any applicable law on the basis of a breach of Section 10.9 (or any other Default or Event of Default as a result thereof) unless and until the Cure Period has expired and the Borrower has not received the Cure Amount.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 118.01, in but subject to Section 8.03(b), solely for the event that the Borrower fails to comply with the requirement purpose of determining whether an Event of Default has occurred under the financial covenant set forth in Section 10.7, from 6.08 (the beginning “Financial Covenant”) as of the end of and for any Test Period ending on the last day of any fiscal period until quarter (such fiscal quarter, a “Cure Quarter”), the expiration then existing direct or indirect equity holders of Holdings shall have the right to make an equity investment or shareholder loan (to the extent such shareholder loan is subject to the terms and provisions of the 10th Subordination Agreement in all respects), directly or indirectly, (which equity contribution shall not be Disqualified Capital Stock) in Holdings in cash, which Holdings shall contribute, directly or indirectly, to the Borrower in cash (which equity contribution shall not be Disqualified Capital Stock) on or after the first day of such Cure Quarter and on or prior to the fifteenth Business Day following after the date on which financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in pursuant to Section 5.01(a) or (b), as applicable, with respect to such Cure Quarter or the fiscal year ending on the last day of such fiscal period for which such financial covenant is being measuredCure Quarter, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure as applicable (the “Cure RightExpiration Date”), and such cash will, together with any Eligible Equity Issuances which have been included in clause (c) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents the Cumulative Amount (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) extent Not Otherwise Applied), in each case, if so designated by Holdings, be included in the Borrower (or from a contribution to calculation of Consolidated EBITDA for purposes of determining compliance with the common equity capital Financial Covenant as of the Borrower) to be contributed, directly or indirectly, as cash common equity to end of and for the Borrower, and upon receipt by Test Period ending on the Borrower last day of such cash Cure Quarter and any Test Periods ending on the last day of any of the subsequent three fiscal quarters (any such equity contribution (so included in the calculation of Consolidated EBITDA, an “Equity Cure Contribution,” and the amount of such cash amount being referred to as Equity Cure Contribution, the “Cure Amount”) ); provided that such Equity Cure Contribution is Not Otherwise Applied (other than, for the avoidance of doubt pursuant to the exercise of such this Section 8.03(a)). All Equity Cure Right, such financial covenant Contributions shall be recalculated giving effect to disregarded for all purposes of this Agreement other than inclusion in the following pro forma adjustments: (a) calculation of Consolidated EBITDA shall be increased, solely for the purpose of determining compliance with the existence of an Event of Default resulting from a breach Financial Covenant as of the financial covenant set forth in Section 10.7 end of and for the Test Period ending on the last day of such Cure Quarter and any Test Periods ending on the last day of any of the subsequent three fiscal quarters, including being disregarded for purposes of the determination of the Cumulative Amount and all components thereof and any baskets or other ratios with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any covenants contained in Article VI (other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there than Section 6.08). There shall be no pro forma reduction in Consolidated Total Funded Indebtedness (by netting or otherwise) with the proceeds of the any Equity Cure Amount Contribution for determining compliance with the financial covenant set forth Financial Covenant under Section 6.08 as of and for the Test Period ending on the last day of the Cure Quarter; provided that such Equity Cure Contribution shall reduce Consolidated Total Funded Indebtedness in future fiscal quarters to the extent used to prepay any applicable Indebtedness. Notwithstanding anything to the contrary contained in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under 8.01, (A) upon receipt of the Credit Facilities; and Cure Amount by Holdings (c) if, after giving effect and the subsequent contribution in cash to the foregoing recalculations, Borrower (which equity contribution shall not be Disqualified Capital Stock in the Borrower)) in at least the amount necessary to cause the Borrower shall then to be in compliance with the requirements Financial Covenant as of the financial covenant set forth in Section 10.7end of and for the Test Period ending on the last day of such Cure Quarter, the Borrower Financial Covenant under Section 6.08 shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 and complied with as of the relevant date end of determination and for such Test Period with the same effect as though there had been no failure to comply therewith at such datewith the Financial Covenant under Section 6.08, and any Default or Event of Default related to any failure to comply with the applicable breach or default of such financial covenants that had occurred Financial Covenant shall be deemed cured not to have occurred for the purposes of this Agreement; provided that the Loan Documents, and (B) upon receipt by the Administrative Agent of a notice from the Borrower (“Notice of Intent to Cure”) and through the Cure Expiration Date: (i) in each period no Default or Event of four consecutive fiscal quarters there Default shall be at least two fiscal quarters in which no deemed to have occurred on the basis of any failure to comply with the Financial Covenant unless such failure is not cured by the making of an Equity Cure Right is madeContribution on or prior to the Cure Expiration Date, (ii) there the Borrower shall not be permitted to borrow Revolving Loans or Swing Line Loans and Letters of Credit shall not be issued or renewed unless and until the Equity Cure Contribution is made or all existing Events of Default are waived or cured, (iii) none of the Administrative Agent, the Collateral Agent or any Lender shall exercise any of the remedial rights otherwise available to it upon an Event of Default, including the right to accelerate the Loans, to terminate Commitments or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of Section 6.08, unless the Equity Cure Contribution is not made on or before the Cure Expiration Date and (iv) if the Equity Cure Contribution is not made on or before the Cure Expiration Date, such Event of Default or potential Event of Default shall spring into existence after such time and the Administrative Agent, the Collateral Agent and any Lender may take any actions or remedies pursuant to this Agreement and the other Loan Documents. (b) There shall be a maximum of no more than five Equity Cure Rights Contributions made during the term of this Agreement, (iii) each Agreement and no more than two Equity Cure Amount Contributions made during any four consecutive fiscal quarters. No Equity Cure Contribution shall be no any greater than the minimum amount expected to be required to cause for the Borrower to be in compliance with the financial covenant set forth Financial Covenant in Section 10.7 the applicable Cure Quarter including, without limitation, for the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for the purposes of calculating any financial ratio determination, basket determination or other determination under amounts to be added back to Consolidated EBITDA pursuant to clause (o) of the Credit Documents other than for determining compliance with Section 10.7definition thereof.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 1111 or in any Credit Document, in the event that the Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.7Financial Performance Covenant, from the beginning of any fiscal period then until the expiration of the 10th tenth Business Day following subsequent to the date financial statements referred to in Sections 9.1(a) or (b) are the compliance certificate for calculating such Financial Performance Covenant is required to be delivered in respect of such fiscal period for which such financial covenant is being measuredpursuant to Section 9.1(c) (the “Cure Deadline”), any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing receiving cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents common Equity Interests (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from as a contribution to the common equity cash capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrowercontribution, and upon receipt by the Borrower of such cash contribution proceeds (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA EBITDAX shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 Financial Performance Covenant with respect to any period of four consecutive fiscal quarters Test Period that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (bii) Consolidated First Lien Secured Total Debt for such Test Period shall be decreased solely to the extent proceeds of the Cure Amount Amount, if any, are actually applied to prepay any of the Credit Facilities and there Indebtedness (provided that any such Indebtedness so prepaid shall be no pro forma reduction a permanent repayment of such Indebtedness and termination of commitments thereunder) included in Indebtedness with the proceeds calculation of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit FacilitiesConsolidated Total Debt; and (ciii) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 Financial Performance 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 breach or default of such financial covenants the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is madeexercised, (ii) there shall be a maximum of five Cure Rights made shall not be exercised more than five times during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the Financial Performance Covenant (such amount, the “Necessary Cure Amount”); provided that if the Cure Right is exercised prior to the date financial covenant set forth in Section 10.7 statements are required to be delivered for the relevant such fiscal quarter; and , then the Cure Amount shall be equal to the amount reasonably determined by the Borrower in good faith that is required for purposes of complying with the Financial Performance Covenant for such fiscal quarter (such amount, the “Expected Cure Amount”), (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7the Financial Performance Covenant and (v) no Lender or Issuing Bank shall be required to make any extension of credit hereunder during the 10 Business Day period referred to above, unless the Borrower shall have received the Cure Amount.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Parent Borrower fails to comply (or if the Parent Borrower expects it will fail to comply) with the requirement of the financial covenant set forth in Section 10.7, from at any time during the beginning of any relevant fiscal period until the expiration of the 10th 15th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) Section 9.1 Financials are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower Holdings or any direct or indirect parent of the Borrower Parent Entity shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Parent Borrower (or from a contribution to the common equity capital of the BorrowerParent Borrower in the form of Qualified Stock or of Disqualified Stock having terms reasonably satisfactory to the Administrative Agent) to be contributed, contributed (directly or indirectly, ) as cash common equity to the Parent Borrower, and upon receipt by the Borrower of such cash contribution in an amount (such cash amount being referred to as the “Cure Amount”) equal to the amount by which Consolidated EBITDA would need to be increased in order for the Parent Borrower to have been in compliance with the financial covenant set forth in Section 10.7 for the relevant Test Period and, upon receipt by the Parent Borrower of such Cure Amount pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness Consolidated First Lien Secured Debt with the proceeds of the Cure Amount for determining compliance with the such financial covenant set forth in Section 10.7 unless the Test Period with respect to which such Cure Right is exercised (provided that, to the extent that the proceeds of such Cure Amount are actually applied to prepay Indebtedness under the Credit Facilitiesindebtedness, such pro forma reduction may be credited in any subsequent fiscal quarter); and (c) if, after giving effect to the foregoing recalculations, the Parent Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Parent Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is madeexercised, (ii) there shall be a maximum of five Cure Rights made exercised during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower Company to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter10.7; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination for determining pricing, or the availability or amount of any covenant basket under the Credit Documents other than for determining compliance with Section 10.7; and (v) no Lender or Letter of Credit Issuer shall be required to make any extension of credit hereunder during the fifteen day period referred to above, unless the Parent Borrower shall have received the Cure Amount.

Equity Cure. Notwithstanding anything The Company may cure or prevent a breach of the Financial Covenant in respect of any Testing Period (the "Applicable Period") if, prior to the contrary contained in this Section 11expiry of the Cure Period, in the event Group has received one or more Cure Amounts and the Company has elected that all or any part of any Cure Amounts so received shall, at the Borrower fails option of the Company, be: (i) included for the Testing Period as if provided immediately prior to such Test Date by increasing the amount of Proportionate Consolidated EBITDA (an "EBITDA Cure") and if, following such inclusion and increase, the Financial Covenant would have been complied with for the Testing Period, the relevant failure to comply with the requirement of Financial Covenant shall be treated as having been cured or prevented; or (ii) included for the financial covenant set forth in Section 10.7Testing Period as if provided immediately prior to such Test Date by decreasing Proportionate Net Debt (a "Net Debt Cure") and if, following such inclusion and decrease, the Financial Covenant would have been complied with for the Testing Period, the relevant failure to comply with the Financial Covenant shall be treated as having been cured or prevented; or (A) the Company shall not be entitled to exercise EBITDA Cures or Net Debt Cures: (1) on more than three (3) occasions from the beginning of Closing Date in aggregate; or (2) in two consecutive Financial Quarters or in more than two Financial Quarters in any fiscal period until Financial Year; (B) there shall be no restriction on any Cure Amount exceeding the expiration of amount necessary to prevent or cure the 10th Business Day following relevant failure to comply with the date financial statements referred Financial Covenant; (C) any Cure Amount so provided and any adjustments to in Sections 9.1(a) or Proportionate Consolidated EBITDA and Proportionate Net Debt pursuant to this paragraph (b) are required to will be delivered in respect of such fiscal period taken into account for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents the Applicable Period and each of the Borrower or next three (3) successive Relevant Periods; (D) there shall be no requirement to apply any direct or indirect parent Cure Amount in prepayment of the Borrower shall have the right to cure such failure Facilities; 110 Project Meria: Senior Facilties Agreement (the “Cure Right”E) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining adjusting the existence of an Event of Default resulting from a breach calculation of the financial covenant set forth Financial Covenant in Section 10.7 accordance with respect to the provisions of this Clause 23.2), any period of four consecutive fiscal quarters that includes the fiscal quarter for which the EBITDA Cure Right was exercised and or Net Debt Cure shall not for count towards any other purpose calculation, permission or usage under this Agreementor in respect of the Finance Documents (including when calculating the applicable Margin), by an amount equal to provided that the cash proceeds of any Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely , to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities remaining as cash on balance sheet and there shall without double-counting, may be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 taken into account as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured cash for the purposes of this Agreement; provided that and (iF) in each period relation to any EBITDA Cure or Net Debt Cure: (1) on or prior to the delivery of four consecutive fiscal quarters there the relevant Compliance Certificate for the Applicable Period, the Compliance Certificate for that Applicable Period shall be at least two fiscal quarters in which no Cure Right is made, set out the revised Financial Covenant for the Applicable Period by giving effect to the adjustments to Proportionate Consolidated EBITDA or Proportionate Net Debt (iias applicable) there shall be a maximum of five Cure Rights made during the term of under this Agreement, paragraph (iiib) each and confirming that such Cure Amount shall be no greater than has been provided following the amount expected to be required to cause end of the Borrower to be in compliance with Testing Period; and (2) following the financial covenant set forth in Section 10.7 delivery of the relevant Compliance Certificate for the relevant fiscal quarter; and (iv) all Cure Amounts Applicable Period, the Company shall be disregarded deliver to the Agent a revised Compliance Certificate which shall set out the revised Financial Covenant for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7Applicable Period.

Equity Cure. Notwithstanding anything to the contrary contained herein or in this Section 11any other Loan Document, in the event that the Borrower fails Borrowers fail to comply with the requirement of the financial covenant set forth in Section 10.7Financial Covenants, from the beginning of any fiscal period then until the expiration of the 10th 15th Business Day following subsequent to the date financial statements referred to in Sections 9.1(a) or (b) are the Compliance Certificate for calculating such Financial Covenants is required to be delivered in respect of such fiscal period for which such financial covenant is being measuredpursuant to Section 5.01(c) (the “Cure Deadline”), any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower Borrowers shall have the right to cure such failure (the “Cure Right”) by causing receiving cash net equity proceeds derived from an issuance of Capital Stock common Equity Interests or Stock Equivalents (other than Disqualified Stock, unless “qualified” equity having terms reasonably satisfactory acceptable to the Administrative Agent) by the Borrower (or from Agent as a contribution to the common equity cash capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrowercontribution, and upon receipt by the any Borrower of such cash contribution proceeds (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant the Financial Covenants shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA, or when applicable, Annualized Consolidated EBITDA (in each case to the extent relevant in a Financial Covenant with respect to which the Borrowers have failed to comply) shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 Financial Covenants with respect to any measurement period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (cb) if, after giving effect to the foregoing recalculations, the Borrower Borrowers shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7Financial Covenants, the Borrower Borrowers shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants the Financial Covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (iA) in each period fiscal year of four consecutive fiscal quarters the Borrowers there shall be at least two fiscal quarters in which no Cure Right is madeexercised by any Borrower, (iiB) there shall be a maximum of five Cure Rights made shall not be exercised more than three times during the term of this Agreement, (iiiC) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower Borrowers to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and Financial Covenants, (ivD) all Cure Amounts shall be disregarded counted solely for purposes of the Financial Covenants and shall not be included for the purposes of determining pricing or the availability or amount of any financial ratio determination, basket determination covenant baskets or other determination carve-outs under the Credit Loan Documents other than for determining compliance with Section 10.7the Financial Covenants and (E) for purposes of calculating the Financial Covenants for the fiscal quarter for which the Cure Right has been exercised, there shall be no pro forma or other reduction of Debt with the Cure Amount.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 118.01 and Section 8.02, in the event the Loan Parties fail to, or anticipate that the Borrower fails that they will fail to comply with the requirement requirements of the financial covenant covenants set forth in Section 10.7, from 7.01(a) and/or Section 7.01(b) on the beginning last Business Day of any fiscal month (a “Test Date”), during the period until beginning on the expiration of tenth (10th) day prior to such Test Date and ending on the 10th Business Day sixtieth (60th) day following such Test Date (the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured“Cure Deadline”), any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance ), to issue Equity Interests, incur Indebtedness that is subordinated in right of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory payment to the Administrative Agent) by Obligations on terms acceptable to the Borrower (Required Lenders and that is otherwise permitted hereunder, or from obtain a contribution to the its common equity capital of the Borrower) to be contributedequity, directly or indirectlyin each case, as for cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, Right and shall submit to the Administrative Agent documentation to effect such recalculation and any of the financial covenant shall be recalculated covenants set forth in Section 7.01(a) and/or Section 7.01(b) giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA shall be increased, solely for such month (and any twelve-month period that includes such month) and solely for the purpose of determining compliance with the existence of an Event of Default resulting from a breach of the financial applicable covenant set forth in Section 10.7 with respect to any period 7.01(a) and/or Section 7.01(b), Tangible Net Worth (in the case of four consecutive fiscal quarters that includes Section 7.01(a)) and/or Cash (in the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreementcase of Section 7.01(b)) shall be increased, in each case, on a dollar-for-dollar basis by an amount equal to the Cure Amount; (bii) Consolidated First Lien Secured Debt other than as described in this Section 8.04, no Cure Amount shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay used when determining any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness ratio test or other purpose under the Credit Facilitiesthis Agreement; and (ciii) if, after giving effect to the foregoing recalculationscalculations, the Borrower Loan Parties shall then be in compliance with the requirements of the applicable financial covenant covenants set forth in Section 10.77.01(a) and Section 7.01(b), the Borrower Loan Parties shall be deemed to have satisfied the requirements of the applicable financial covenant covenants set forth in Section 10.7 7.01(a) and Section 7.01(b) as of the relevant date of determination Test Date 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 the applicable financial covenants covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that Agreement as of the applicable Test Date and shall be deemed to have never existed. (b) Notwithstanding anything herein to the contrary (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no the Cure Right is mademay not be exercised more than twice in any in consecutive four Fiscal Quarters, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, the Cure Right may be exercised no more than five (5) times, (iii) each the Cure Amount shall be no greater than the amount expected required for purposes of causing the Loan Parties to be required to cause the Borrower to be in compliance comply with the applicable financial covenant as of the relevant Test Date, and (iv) the Cure Amount shall be disregarded for calculating financial covenants for all other purposes of this Agreement. The parties hereby acknowledge that this Section 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.01 and shall not result in any adjustment to any amounts other than as provided in this Section 8.04. (c) During the period from the applicable Test Date in which the applicable financial covenants set forth in Section 10.7 for 7.01(a) and/or Section 7.01(b) are not in compliance through the relevant fiscal quarter; Cure Deadline, (i) if both (x) the Loan Parties are in compliance with such covenant or covenants on either one or both of the two (2) immediately succeeding Test Dates and (ivy) all Cure Amounts no Event of Default (other than with respect to the applicable financial covenants set forth in Section 7.01(a) and/or Section 7.01(b)) is continuing at such time, then such non-compliance shall be disregarded for deemed cured and (ii) neither the purposes Lenders nor the Agent shall exercise any remedies arising due to failure of the Loan Parties to comply with the requirements of the applicable financial covenants set forth in Section 7.01(a) and/or Section 7.01(b) on the applicable Test Date (including imposition of the Default Rate, acceleration of the Obligations or termination of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7Commitments).

Equity Cure. Notwithstanding anything to (a) If the contrary contained in this Section 11, in the event that the Borrower fails to comply with the requirement requirements of any of the financial covenant set forth covenants in Section 10.7paragraphs (a) to (c) of Clause 22.2 (Financial condition) are not met (or would but for this Clause 22.4 not be met) in respect of a Relevant Period (a “Breach Period”), from the beginning of any fiscal period until the expiration of the 10th Business Day following but on or prior to the date financial statements referred falling 10 Business Days after the date on which the Compliance Certificate relating to the relevant Quarterly Financial Statements in Sections 9.1(a) or (b) are required respect of that Relevant Period is due to be delivered in respect to the Agent under paragraph (a) of such fiscal period for which such financial covenant is being measured, any holder Clause 21.2 (Provision and contents of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure Compliance Certificate) (the “Cure RightDate”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to a New Shareholder Injection is made curing the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth covenants in Section 10.7 with respect Clause 22.2 (Financial condition) which were shown to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreementhave been breached by such Compliance Certificate, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless then such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower shall be deemed to have been satisfied as at the requirements of the financial covenant set forth in Section 10.7 as of the relevant original date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach any Default or default Event of such financial covenants that had occurred Default occasioned thereby shall be deemed cured to have been remedied for all purposes under the purposes Finance Documents. (b) Paragraph (a) above will only apply if each of this Agreement; provided that the following conditions is satisfied: (i) the Borrower delivers to the Agent a certificate in each period the agreed form within 10 Business Days after the date on which the relevant Compliance Certificate referred to in paragraph (a) above was due to be delivered in respect of four consecutive fiscal quarters there shall be at least two fiscal quarters any Breach Period electing to apply the net amounts of such New Shareholder Injections in which no Cure Right is made, accordance with paragraph (c) below for that Breach Period; (ii) there shall be a maximum any such certificate certifies the aggregate net amounts received by the Borrower, and is signed by the Chief Financial Officer and one other director of five Cure Rights made during the term of this Agreement, Borrower; (iii) each Cure Amount the certificate shall be no greater than the amount expected to be required to cause the Borrower to be accompanied by a revised Compliance Certificate setting out calculations in reasonable detail indicating compliance with the financial covenant set forth ratios in Section 10.7 for Clause 22.2 (Financial condition) after taking into account the relevant fiscal quarter; and amounts of New Shareholder Injections used to remedy the non-compliance; (iv) all Cure Amounts the Borrower may not make any such election: (A) more than once in respect of any Relevant Period; (B) more than three times over the life of the Facility; or (C) in respect of consecutive Relevant Periods; (v) the Borrower may only elect to apply New Shareholder Injections as contemplated in this Clause 21.4 to the extent that failure to do so would result in non-compliance with Clause 22.2 (Financial condition) and such New Shareholder Injections shall be disregarded for the all other purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7Finance Documents; and (vi) the amount of such New Shareholder Injections must be received in cash by the Borrower and 100 per cent. of such New Shareholder Injections must be paid to the Agent on the Cure Date to be applied in prepayment and cancellation in the order set out in paragraph (a) of Clause 8.3 (Application of mandatory prepayments and cancellations).

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 11Article VII, in the event that the Borrower fails to comply with the requirement of the financial covenant any Financial Covenant set forth in Section 10.76.23(a), from (b), or (d) (each a “Specified Financial Covenant”) and notifies the beginning Agent and the Lenders of any fiscal period the intent to exercise its Equity Cure Right within three (3) Business Days of the Delivery Date (and so exercises the Equity Cure Right within ten (10) Business Days of the Delivery Date), then until the expiration of the 10th tenth (10th) Business Day following the earlier of (i) the date on which the financial statements referred to in Sections 9.1(a) or (b) respect of the applicable fiscal quarter are required to be delivered in respect of such fiscal period for pursuant to Section 5.2(b) or (c), as applicable, and (ii) the date on which such financial covenant is being measuredstatements are actually delivered for such fiscal quarter (such earlier date, any holder of the “Delivery Date”), Mount Logan Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right but not the obligation to cure (i) purchase Equity Interests (which shall be in the form of common equity or other equity having terms reasonably acceptable to the Required Lenders) of Borrower or to contribute additional capital in respect of its existing Equity Interests of Borrower and (ii) make payment for such failure Equity Interests in cash and/or make such capital contributions in cash within ten (10) Business Days following the Delivery Date (collectively, the “Equity Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and ); provided that immediately upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure AmountSpecified Equity Contribution”) pursuant to the exercise by Mount Logan Capital of such Equity Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA shall be increasedincreased by a portion of the Specified Equity Contribution equal to the EBITDA Cure Amount, solely for the purpose purposes of determining the existence of an Event of Default resulting from a breach of the financial covenant compliance with any Financial Covenant set forth in Section 10.7 6.23(a) or (b) with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Equity Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and/or (bii) Consolidated First Lien Secured Adjusted Debt shall be decreased solely by a portion of the Specified Equity Contribution equal to the extent proceeds ACR Cure Amount, solely for the purposes of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant Financial Covenant set forth in Section 10.7 unless 6.23(d) with respect to the fiscal quarter for which the Equity Cure Right was exercised and not for any other purpose under this Agreement; provided further that in no event shall the sum of the EBITDA Cure Amount for any fiscal quarter and the ACR Cure Amount for such proceeds are actually applied fiscal quarter exceed the amount of the Specified Equity Contribution made in respect of such fiscal quarter. The Borrower shall immediately apply the full EBITDA Cure Amount to prepay Indebtedness under the Credit Facilities; and (c) ifpayment of the Obligations in the manner specified in Section 7.3. If, after giving pro forma effect to the foregoing recalculationsreceipt of the EBITDA Cure Amount and/or the ACR Cure Amount, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7Specified Financial Covenants, the Borrower shall be deemed to have satisfied complied with the requirements of the financial covenant set forth in Section 10.7 applicable Specified Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants the applicable Specified Financial Covenant that had occurred shall be deemed cured not to have occurred for the purposes of this Agreement; provided . Upon the Agent’s and the Lenders’ receipt within three (3) Business Days of the Delivery Date of an irrevocable notice certified by a Responsible Officer of Borrower to Agent and the Lenders that (i) it intends to exercise the Equity Cure Right, neither the Agent nor any Lender shall exercise the right to accelerate the Loans and neither the Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedies against the Collateral, in each period case, on the basis of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum an allegation of five Cure Rights made during the term an Event of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected Default having occurred due to be required to cause failure by the Borrower to be in compliance comply with the financial covenant set forth in Section 10.7 Specified Financial Covenants for the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7applicable period.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section Article 11, in the event that the Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.7Financial Performance Covenant, from the beginning of any fiscal period then until the expiration of the 10th tenth Business Day following subsequent to the date financial statements referred to in Sections 9.1(a) or (b) are the compliance certificate for calculating such Financial Performance Covenant is required to be delivered in respect of such fiscal period for which such financial covenant is being measuredpursuant to Section 9.1(c) (the “Cure Deadline”), any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, contributed as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution proceeds (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA EBITDAXEBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 Financial Performance Covenant with respect to any period of four consecutive fiscal quarters Test Period that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (bii) Consolidated First Lien Secured Total Debt for such Test Period shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there Indebtedness (provided that any such Indebtedness so prepaid shall be no pro forma reduction a permanent repayment of such Indebtedness and termination of commitments thereunder) included in Indebtedness with the proceeds calculation of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit FacilitiesConsolidated Total Debt; and (ciii) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 Financial Performance 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 breach or default of such financial covenants the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the Financial Performance Covenant (such amount, the “Necessary Cure Amount”); provided that if the Cure Right is exercised prior to the date financial covenant set forth statements are required to be delivered for such fiscal quarter then the Cure Amount shall be equal to the amount reasonably determined by the Borrower in Section 10.7 good faith that is required for purposes of complying with the relevant Financial Performance Covenant for such fiscal quarter; and quarter (such amount, the “Expected Cure Amount”), (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7the Financial Performance Covenant and (v) no Lender or Letter of Credit Issuer shall be required to make any extension of credit hereunder during the 10 Business Day period referred to above, unless the Borrower shall have received the Cure Amount.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower Company fails to comply with the requirement of the financial covenant set forth in Section 10.710.11, from after the beginning of any the relevant fiscal period for which such financial covenant is being measured until the later of (x) the expiration of the 10th Business Day day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measuredmeasured and (y) the 10th day after the Financial Covenant Trigger Event that required the Company to comply with the covenant set forth in Section 10.11 (such later date, the “Cure Expiration Date”), any holder of Capital Stock or Stock Equivalents of the Borrower Company or any direct or indirect parent of the Borrower Company shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower Company (or from a contribution to the common equity capital of the BorrowerCompany) to be contributed, directly or indirectly, as cash common equity to the BorrowerCompany, and upon receipt by the Borrower Company of such cash contribution (such cash amount being referred to as the “Cure Amount”) or, if applicable, the Notice of Intent to Cure as set forth below, pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 10.11 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower Company shall then be in compliance with the requirements of the financial covenant set forth in Section 10.710.11, the Borrower Company shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 10.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower Company to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and 10.11, (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.710.11 and (v) there shall be no pro forma reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant in respect of the fiscal period for which the Cure Right is exercised; and (c) neither the Administrative Agent, the Collateral Agent nor any Lender or Secured Party shall exercise any remedy under the Credit Documents or applicable law on the basis of an Event of Default caused by the failure to comply with Section 10.11 until after the Cure Expiration Date and the Company has not exercised the Cure Right (except to the extent that the Borrower Representative has confirmed in writing that it does not intend to exercise the Cure Right). The Company may provide written notice to the Administrative Agent that it intends to exercise the Cure Right (the “Notice of Intent to Cure”) in advance of receipt of the Cure Amount (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable fiscal period, the amount of such net equity proceeds that is designated as the Cure Amount may be lower than specified in the Notice of Intent to Cure to the extent the amount necessary to cure such Event of Default is less than the full amount originally designated). Upon receipt by the Administrative Agent of the Notice of Intent to Cure, the Company shall be deemed to satisfied the requirement of the financial covenant as set forth in clause (b) above; provided that if the Cure Expiration Date has occurred without the Cure Amount having been received and designated, any such Default or Event of Default shall be deemed reinstated. Notwithstanding the foregoing, the Lenders and the LC Issuer shall not be obligated to fund any Loans or honor any Letter of Credit Request until receipt by the Administrative Agent of the Cure Amount.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section Article 11, in the event that the Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.7Financial Performance Covenant, from the beginning of any fiscal period then until the expiration of the 10th tenth Business Day following subsequent to the date financial statements referred to in Sections 9.1(a) or (b) are the compliance certificate for calculating such Financial Performance Covenant is required to be delivered in respect of such fiscal period for which such financial covenant is being measuredpursuant to Section 9.1(c) (the “Cure Deadline”), any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, contributed as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution proceeds (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 Financial Performance Covenant with respect to any period of four consecutive fiscal quarters Test Period that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (bii) Consolidated Total Debt and Consolidated First Lien Secured Debt Debt, as applicable, for such Test Period shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there such Indebtedness (provided that any such Indebtedness so prepaid shall be no pro forma reduction a permanent repayment of such Indebtedness and termination of commitments thereunder) included in Indebtedness with the proceeds calculation of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit FacilitiesConsolidated Total Debt and Consolidated First Lien Debt, as applicable; and (ciii) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 Financial Performance 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 breach or default of such financial covenants the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the Financial Performance Covenant (such amount, the “Necessary Cure Amount”); provided that if the Cure Right is exercised prior to the date financial covenant set forth statements are required to be delivered for such fiscal quarter then the Cure Amount shall be equal to the amount reasonably determined by the Borrower in Section 10.7 good faith that is required for purposes of complying with the relevant Financial Performance Covenant for such fiscal quarter; and quarter (such amount, the “Expected Cure Amount”), (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7the Financial 715000788 12406500715000788 12406500 Performance Covenant and (v) no Lender or Letter of Credit Issuer shall be required to make any extension of credit hereunder during the 10 Business Day period referred to above, unless the Borrower shall have received the Cure Amount.

Equity Cure. Notwithstanding anything (a) The Company shall have the right to cure any breach of the requirements in Clause 24.2 (Financial condition) in relation to a Relevant Period by giving notice to the contrary contained in this Section 11, in Agent and receiving the event that proceeds by no later than the Borrower fails to comply with date falling 15 Business Days after the requirement earlier of (x) the last date for the delivery of the financial covenant set forth statements and the related Compliance Certificate in Section 10.7accordance with Clause 23.2 (Provisions and contents of Compliance Certificate) and (y) delivery of such financial statements and Compliance Certificate in respect of that Relevant Period (the “Required Date”) of a New Investment, from provided that such right to cure may not be exercised (i) in respect of consecutive Relevant Periods and (ii) more than three times during the beginning of any fiscal period until the expiration life of the 10th Business Day following Facility. The notice shall be accompanied by a revised Compliance Certificate indicating compliance with the date financial statements referred to requirements of Clause 24.2 (Financial condition) in Sections 9.1(a) or respect of the Relevant Period. (b) are required The net proceeds of the New Investment must be received by the Company no later than the Required Date and all of the net cash proceeds of the New Investment so received shall be applied by the Company promptly (and in any event within five (5) Business Days of the Company’s receipt thereof) in permanent reduction of Total Outstandings under the Facility (and for the avoidance of doubt the Commitments under the Facility will be cancelled correspondingly). (c) In recalculating the Drawn Super Senior Gross Leverage Ratio for that Relevant Period pursuant to be delivered in respect paragraph (a) above, the net cash proceeds of such fiscal period for which such financial covenant is being measuredNew Investment received by the Company shall be deducted from Total Outstandings under the Facility and shall be deemed to have been received immediately prior to the last day of that Relevant Period. (d) For the avoidance of doubt, any cure rights exercised will only have the effect of curing the relevant breach under this Clause 24 and will have no other effect (such as relating to the calculation of Margin). (e) If the Company exercises it right under paragraph (a) above, then notwithstanding any provision in Schedule 15 (Incurrence Covenants Schedule) to the contrary, for one year after that Required Date it will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, (A) declare or pay any dividend or make any other payment or distribution on account of the Company’s Equity Interests (as defined in Schedule 15 (Incurrence Covenants Schedule) (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries)) or to the direct or indirect holder of Capital Stock the Company’s Equity Interests in their capacity as such; (B) purchase, redeem or Stock Equivalents otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Borrower Company or any direct or indirect parent entity of the Borrower shall have the right to cure such failure Company; (the “Cure Right”C) by causing cash net equity proceeds derived from an issuance of Capital Stock make any payment on or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to to, or purchase, redeem, defease or otherwise acquire for value any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for Subordinated Shareholder Debt (as defined in Schedule 15 (Incurrence Covenants Schedule)); or (D) make any other purpose under this AgreementRestricted Investment in an Affiliate (as defined in Schedule 15 (Incurrence Covenants Schedule)), by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Company may continue to make payments permitted under Paragraph (ij) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, section 2.3 (iiRestricted Payments) there shall be a maximum of five Cure Rights made during the term of this Agreement, Schedule 15 (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7Incurrence Covenants Schedule).

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower Holdings fails to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning end of any the most recently ended fiscal period quarter until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b9.1(b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower Holdings or any direct or indirect parent of the Borrower Holdings shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless which shall be common equity or otherwise in a form reasonably satisfactory acceptable to the Administrative Agent) by the Borrower Holdings (or from a contribution to the common equity capital of the BorrowerHoldings) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (cb) if, after giving effect to the foregoing recalculations, the Borrower Holdings shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower Holdings shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter10.7; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Parent Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning end of any fiscal period until the expiration of the 10th 15th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) Section 9.1 Financial Statements are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower Holdings or any direct or indirect parent of the Parent Borrower shall have the right to cure such failure (the “Cure Right”) by (1) causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative AgentRequired Lenders) by the Borrower Holdings (or from a contribution to the common equity capital of Holdings in the Borrowerform of Qualified Stock or of Disqualified Stock having terms reasonably satisfactory to the Required Lenders) in an amount (the “Cure Amount”) equal to the amount by which Consolidated EBITDA would need to be increased in order for the Parent Borrower to have been in compliance with the financial covenant set forth in Section 10.7 for the relevant Test Period to be contributed, directly or indirectly, as cash common equity to the BorrowerParent Borrower or (2) causing the Available Amount attributable to clauses (c) and (d) of the definition thereof to be reduced by an amount equal to the Cure Amount (and for purposes hereof, any utilization of the Available Amount other than as a Cure Amount shall be presumed to have used amounts pursuant to clauses (c) and (d) prior to amounts pursuant to other clauses thereunder), and, upon receipt by the Parent Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) Amount pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness Consolidated First Lien Secured Debt with the proceeds of the Cure Amount for determining compliance with the such financial covenant set forth in Section 10.7 unless the Test Period with respect to which such Cure Right is exercised (provided, that to the extent that the proceeds of such Cure Amount are actually applied to prepay Indebtedness under the Credit Facilitiesindebtedness, such pro forma reduction may be credited in any subsequent fiscal quarter); and (c) if, after giving effect to the foregoing recalculations, the Parent Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Parent Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is madeexercised, (ii) there shall be a maximum of five Cure Rights made exercised during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower Company to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter10.7; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination for determining pricing, or the availability or amount of any covenant basket under the Credit Documents other than for determining compliance with Section 10.7.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in In the event that the Borrower fails Credit Parties fail to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.76.2, from the date that is ten (10) Business Days prior to the date on which the applicable Compliance Certificate is delivered until the tenth (10th) Business Day after delivery of the related Compliance Certificate, subject to the terms and conditions hereof, Arq shall have the right to issue Permitted Cure Securities for cash (in each case, on terms reasonably satisfactory to Agent) (any such equity contribution, a “Specified Equity Contribution”), and apply the amount of the proceeds thereof to increase on a dollar-for-dollar basis EBITDA solely for purposes of determining compliance with Section 6.2 for the then ended fiscal quarter and any subsequent period that includes such fiscal quarter (the “Cure Right”); provided, that (a) the proceeds to such Specified Equity Contribution are actually received by a Borrower no later than ten (10) Business Days after the date on which financial statements are required to be delivered pursuant to Section 4.1 following the end of the applicable calendar month, (b) the proceeds of such Specified Equity Contribution do not exceed the aggregate amount necessary to cure (the “Cure Amount”) such Event of Default resulting from Credit Parties’ failure to comply with Section 6.2, for such period, (c) the Cure Right shall not be exercised more than three (3) times during the period from the Closing Date through the Termination Date, (d) in any four consecutive fiscal quarter period, there shall be no more than two (2) instances in which the Cure Right is exercised, (e) the Cure Right shall not be exercised in any two (2) consecutive fiscal quarters, and (f) the aggregate amount of all Specified Equity Contributions in any four consecutive fiscal quarter period shall not exceed one hundred percent (100%) of EBITDA for the applicable Defined Period, and (g) the net cash proceeds of such Specified Equity Contribution shall be applied to prepay the Revolving Loans in accordance with Section 2.1(b)(ii)(D). If, after giving effect to the foregoing pro forma adjustment (but not, for the avoidance of doubt, giving pro forma effect to any repayment of Debt in connection therewith), Credit Parties are in compliance with the financial covenant set forth in Section 6.2, Credit Parties shall be deemed to have satisfied the requirements of the financial covenant set forth in such Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at on such date, and the applicable breach or default of such financial covenants Section 6.2 that had occurred shall be deemed cured for the purposes of this Agreement; provided . The parties hereby acknowledge that (ix) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Section 6.4 and any Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be disregarded in compliance with the financial covenant set forth calculating EBITDA for all other purposes under this Agreement and (y) any Cure Amount shall not result in Section 10.7 an increase in cash (including, for the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for the purposes avoidance of doubt, with respect to any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7calculation of Liquidity).

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower fails to comply with the requirement (a) Borrowers may cure an Event of Default arising out of a breach of the financial covenant Financial Covenant set forth in Section 10.7, from 8.1 (the beginning “Specified Financial Covenant”) by way of any fiscal period until the expiration an investment of the 10th Curative Equity within ten (10) Business Day following Days after the date financial statements referred on which the Compliance Certificate is delivered to in Sections 9.1(athe Administrative Agent pursuant to Section 6.1(e) or (b) are required to be delivered in respect of the fiscal quarter of Borrowers with respect to which any such fiscal period for which such financial covenant is being measuredbreach occurred; provided, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the that Borrowers’ right to so cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach shall be contingent on the timely delivery of the financial covenant set forth such Compliance Certificate as required under Section 6.1(e). (b) Any investment of Curative Equity shall be in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants amount that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required sufficient to cause the Borrower Borrowers to be in compliance with the Specified Financial Covenant as of the last day of the most recently ended fiscal quarter of Borrowers, calculated for such purpose as if such amount were additional EBITDA as necessary, of Borrowers as at such date and had been included in the financial calculations of Borrowers on such date. (c) In the Compliance Certificate delivered pursuant to Section 6.1(e) in respect of the end of the fiscal quarter of Borrowers on which Curative Equity is used to cure any breach of the Specified Financial Covenant, Borrowers shall (i) include evidence of their receipt of Curative Equity proceeds, and (ii) set forth a calculation of the financial results and balance sheet of Borrowers as at such fiscal quarter end (including for such purposes the proceeds of such Curative Equity as deemed EBITDA for such fiscal quarter end and the three following fiscal quarter ends, as if received on such date), which shall confirm that on a pro forma basis taking into account the application of Curative Equity proceeds, Borrowers would have been in compliance with the Specified Financial Covenant (as at such date). (d) Upon delivery of a Compliance Certificate pursuant to Section 6.1(e) conforming to the requirements of this Section, any Event of Default that would otherwise exist from a breach of the Specified Financial Covenant shall be deemed cured with no further action required by Lenders. In the event Borrowers do not cure the financial covenant set forth violation as provided in this Section 10.7 for 8.2, the relevant fiscal quarter; and (iv) existing Event of Default shall continue unless waived by the Required Lenders in writing. 1. For the avoidance of doubt, all Cure Amounts Curative Equity shall be disregarded in the calculation of EBITDA for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7purpose.

Equity Cure. Notwithstanding anything (a) If a Compliance Certificate delivered to the contrary contained Security Trustee for any period shows that there is a breach in this Section 11respect of a Financial Ratio Event of Default, the Investors may provide or procure the provision of Additional Equity in an amount at least sufficient for the event amount necessary to cure the relevant breach (the "Equity Cure Amount") by applying that the Borrower fails Equity Cure Amount in: (i) prepayment or purchase of Senior Debt; or (ii) making a deposit to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered a Defeasance Account in respect of such fiscal period for which such financial covenant is being measuredSenior Debt (to the extent not purchased or prepaid pursuant to this Paragraph 14); and (iii) payment of any related Repayment Costs, including, without limitation, paying the related amount payable to Hedge Counterparties arising as a result of termination (in whole or in part) of any holder of Capital Stock Hedging Transactions following the prepayment or Stock Equivalents purchase of the Borrower Senior Debt, to the extent that such termination is necessary in order to remain in compliance with the Hedging Policy following such prepayment or any direct or indirect parent of the Borrower shall have the right to cure such failure purchase (the “an "Equity Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;"). (b) Consolidated First Lien Secured Debt The exercise of the Equity Cure Right shall be decreased solely limited to the extent proceeds of the Cure Amount are actually applied to prepay no more than three times in any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; andfive year period. (c) if, after giving effect Any Equity Cure Amount must be provided on or prior to the foregoing recalculationsdate falling 20 Business Days after the delivery of the relevant Compliance Certificate. (d) On application of the Equity Cure Amount in accordance with paragraph (a) above, the Borrower applicable financial ratio specified in Paragraph 2 (Financial Ratios) of Part 2 (Financial Information) of Schedule 2 (Security Group Covenants) of this Agreement will be re-calculated on a pro forma basis as if the EBITDA for the Relevant Period had been increased by the Equity Cure Amount. The Equity Cure Amount shall then also be included in compliance with the requirements EBITDA calculation on the subsequent Calculation Date. For the avoidance of doubt, on the two Calculation Dates on which the EBITDA calculation is deemed to be increased by the Equity Cure Amount the pro forma re-calculation will not double count the application of the Equity Cure Amount in prepayment, purchase and/or redemption described in paragraph (a) above through a reduction of Total Net Debt and/or Net Finance Charges. (e) If after the applicable financial covenant set forth ratio specified in Section 10.7Paragraph 2 (Financial Ratios) of Part 2 (Financial Information) of Part 2 (Financial Information) of Schedule 2 (Security Group Covenants) of this Agreement is re-calculated, the Borrower breach has been prevented or cured, that financial ratio shall be deemed to have been satisfied on the requirements of the financial covenant set forth in Section 10.7 as date of the relevant date of determination with the same effect Compliance Certificate as though there no breach had been no failure to comply therewith at such date, ever occurred and the applicable breach any related Financial Ratio Event of Default or default of such financial covenants that had occurred Trigger Event Ratio shall be deemed cured for not to occur or have occurred, as applicable. (f) For the purposes of this Agreement; provided that Clause 14, "Additional Equity" means: (i) any amount subscribed in each period cash for shares in Elenia or, provided that the cash consideration in respect of four consecutive fiscal quarters there shall be at least two fiscal quarters such shares is in turn paid to Elenia, any Holding Company of Elenia or any other form of capital contribution in cash to Elenia (which no Cure Right is made, not Financial Indebtedness and provided that repayment (if any) of such amounts are subject to the terms of the STID); or (ii) there the incurrence of Subordinated Liabilities by Elenia or, provided that the proceeds of such Subordinated Liabilities are in turn paid to Elenia, any Holding Company of Elenia, which in each case is in addition to such amounts subscribed, committed or incurred on or before the date of this Agreement and the terms of which shall be a maximum subject to the terms of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7STID.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 1111 or in any Credit Document, in the event that the Borrower fails to comply with the requirement of Leverage Ratio Covenant and/or the financial covenant set forth in Section 10.7Current Ratio Covenant, from the beginning of any fiscal period then (A) until the expiration of the 10th tenth Business Day following subsequent to the date financial statements referred to in Sections 9.1(a) or (b) are the compliance certificate for calculating the applicable Financial Performance Covenant is required to be delivered in respect of such fiscal period for which such financial covenant is being measuredpursuant to Section 9.1(c) (the “Cure Deadline”), any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing receiving cash net equity proceeds derived (which cash proceeds shall be received no earlier than the first day of the applicable fiscal quarter for which there is a failure to comply with the applicable Financial Performance Covenant) from an issuance of Capital Stock or Stock Equivalents Qualified Equity Interests (other than Disqualified Stock, unless ) for cash as a cash capital contribution (or from any other contribution of cash to capital or issuance or sale of any other Equity Interests on terms reasonably satisfactory acceptable to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower), and upon receipt by the Borrower of such cash contribution proceeds (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant the Leverage Ratio Covenant and/or the Current Ratio Covenant (as applicable) shall be recalculated giving effect to the following pro forma adjustments: (ai) (A) Consolidated EBITDA EBITDAX shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 Leverage Ratio Covenant with respect to any period Test Period that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount and/or (B) Consolidated Current Assets shall be increased, solely for the purpose of four consecutive fiscal quarters determining the existence of an Event of Default resulting from a breach of the Current Ratio Covenant with respect to any Test Period that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (bii) neither Consolidated First Lien Secured Total Debt nor Consolidated Current Liabilities for such Test Period shall be decreased solely to the extent proceeds by any prepayments of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount and any cash proceeds shall not be “netted” for determining compliance purposes of ratio calculations with respect to any four fiscal quarter period in which the financial covenant set forth fiscal quarter period in Section 10.7 unless which such proceeds are actually applied to prepay Indebtedness under the Credit Facilitiesequity cure has been made is included; and (ciii) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7Financial Performance Covenants, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants the applicable Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that (iA) in each period of four (4) consecutive fiscal quarters there shall be at least two (2) fiscal quarters in which no Cure Right is madeexercised, (iiB) there shall be a maximum of five Cure Rights made shall not be exercised more than four times during the term of this Agreement, (iiiC) if the Borrower cures the failure to comply with both Financial Performance Covenants in the same fiscal quarter, such cures shall constitute a single cure for purposes of the preceding subclause (B), (D) if the Borrower cures the failure to comply with both Financial Performance Covenants in the same fiscal quarter, the same dollar of the Cure Amount shall be applied only once to either increase Consolidated EBITDAX or Consolidated Current Assets but not both, (E) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the applicable Financial Performance Covenant above (such amount, the “Necessary Cure Amount”); provided that if the Cure Right is exercised prior to the date financial covenant set forth in Section 10.7 statements are required to be delivered for the relevant such fiscal quarter; , then the Cure Amount shall be equal to the amount reasonably determined by the Borrower in good faith that is required for purposes of complying with the Financial Performance Covenants for such fiscal quarter (such amount, the “Expected Cure Amount”), (F) in respect of the fiscal quarter in which such Cure Right was exercised and (iv) for each Test Period that includes such fiscal quarter, all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7the Financial Performance Covenants and (G) no Lender or Issuing Bank shall be required to make any extension of credit hereunder during the ten (10) Business Day period referred to above, unless the Borrower shall have received the Cure Amount; and (iv) upon receipt by the Administrative Agent of written notice, on or prior to the Cure Deadline, that the Borrower intends to exercise the Cure Right in respect of a fiscal quarter, the Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of the Financial Performance Covenants, unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11ARTICLE 7, in the event that the Borrower fails to comply with the requirement requirements of Section 6.22 as of the financial covenant set forth in Section 10.7, from the beginning end of any relevant fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measuredquarter, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing (at any time during such fiscal quarter or thereafter until the date that is 15 days after the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(e)) to issue Equity Interests for cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory otherwise receive cash contributions to the Administrative Agent) by the Borrower (or from a contribution to the its common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to ), and thereupon the exercise of such Cure Right, such financial covenant Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustments: (a) adjustment: Consolidated EBITDA shall be increasedincreased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purpose purposes of determining the existence of an Event of Default resulting from a breach compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the financial covenant set forth in Section 10.7 with respect to any period end of four consecutive fiscal quarters that includes the such fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreementapplicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if. If, after giving effect to the foregoing recalculationsrecalculations (but not, for the Borrower shall then be avoidance of doubt, taking into account any immediate repayment of Indebtedness in compliance with connection therewith), the requirements of Section 6.22 shall be satisfied, then the financial covenant set forth in requirements of Section 10.7, the Borrower 6.22 shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the end of the relevant date of determination fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement; provided that . Notwithstanding anything herein to the contrary, (iv) in each four (4) consecutive fiscal quarter period of four consecutive fiscal quarters the Borrower there shall be at least two (2) fiscal quarters in which no the Cure Right is madenot exercised, (iiw) there shall be a maximum of five Cure Rights made during the term of this Agreement, the Cure Right shall not be exercised more than five (iii5) each times, (x) the Cure Amount shall be no greater than the amount expected to be required to cause for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to be in compliance with exercise the financial covenant set forth in Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 10.7 for 6.1(e) to which such Notice of Intent to Cure relates, none of the relevant fiscal quarter; Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (ivz) all the Cure Amounts Amount received pursuant to any exercise of the Cure Right shall be disregarded for the purposes of determining any financial ratio determinationratio-based conditions, pricing or any available basket determination (in reliance upon the Available Amount, Growth Amount or other determination otherwise) under the Credit Documents other than for determining compliance with Section 10.7ARTICLE 6 of this Agreement.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any The direct or indirect parent equityholders of the Borrower Holdings shall have the right to cure such failure (the “Cure Right”) by causing from the last day of the Cure Quarter until the expiration of the thirtieth (30th) day after the end of such Cure Quarter, to make an equity investment (which equity contribution shall be in the form of common equity or other Qualified Equity) in Holdings in cash, which Holdings shall contribute in cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by Borrower as a Specified Equity Contribution in an aggregate amount equal to, but not greater than, the Borrower (or from a contribution amount necessary to cause the common equity capital of the Borrower) Loan Parties to be contributedin compliance with the Financial Covenants (hereinafter, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to ), and upon the exercise receipt by Borrower of such the Cure RightAmount, such financial covenant the Financial Covenants shall then be recalculated giving effect to the following pro forma adjustments: : (a) Consolidated EBITDA shall be increasedincreased for the applicable Fiscal Quarter and for the subsequent three (3) consecutive Fiscal Quarters, solely for the purpose of determining measuring compliance with the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised Financial Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; , (b) Consolidated First Lien Secured Debt all Specified Equity Contributions shall be decreased solely disregarded for purposes of the determination of any baskets or other ratios with respect to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities covenants contained in Article VII; and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (ciii) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7Financial Covenants, the Borrower shall be deemed to have satisfied been in compliance with the requirements of the financial covenant set forth in Section 10.7 Financial Covenants 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 breach, Default or default Event of such financial covenants Default of the Financial Covenants that had occurred shall be deemed cured not to have occurred for the purposes this purpose of this Agreement; provided . In the event that (i) in each period no Default or Event of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, Default exists other than that arising due to failure of the Loan Parties to comply with the Financial Covenants and (ii) there Holdings shall have delivered to Administrative Agent written notice of its intention to exercise the Cure Right (which notice shall be a maximum of five Cure Rights made during the term of this Agreementdelivered no earlier than fifteen (15) days prior to, (iii) each Cure Amount shall be and no greater later than the amount expected fifth (5th) day subsequent to, the date the applicable financial statements are required to be required delivered hereunder), which exercise if fully consummated would be sufficient in accordance with the terms hereof to cause the Borrower to be in compliance with the financial covenant Financial Covenants as of the relevant date of determination, then from and following receipt by Administrative Agent of any such notice and until the date that is the earlier of (x) the thirtieth (30th) day subsequent to the last day of the applicable Cure Quarter and (y) the date, if any, on which Holdings or any Loan Party notifies Administrative Agent in writing that such Cure Right shall not be exercised, then (1) neither Administrative Agent nor any Lender shall exercise any remedies set forth in Section 10.7 for the relevant fiscal quarter; 8.02 hereof during such period and (iv2) all Cure Amounts solely for purposes of determining Borrower’s consent rights pursuant to Section 10.06(b)(ii)(A) and Section 10.06(b)(iv)(D), no Event of Default under Section 8.01(b) (solely with respect to a failure under Section 7.12) shall be disregarded for deemed to exist during such period; provided, that so long as any Default or Event of Default shall be in existence due to failure of the purposes Loan Parties to comply with the Financial Covenants, neither Administrative Agent nor any Lender shall be required to advance any Loans. Notwithstanding anything herein to the contrary, in no event shall Holdings be permitted to exercise the Cure Right hereunder (x) more than four (4) times in the aggregate during the term of this Agreement or (y) more than two (2) times in any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7twelve (12) Fiscal Month period.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11Article 12, in the event that the CGI Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured11.11, any holder of Capital Stock or Stock Equivalents of the CGI Borrower or any direct or indirect parent of the CGI Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the CGI Borrower (or any direct or indirect parent of CGI Borrower, or cash proceeds derived from a contribution any issuance of Holdings Subordinate Debt by CGI Borrower to the common equity capital Holdings or any issuance of the Borrower) Shareholder Subordinate Debt by Holdings to Shareholder, in each case, to be contributed, directly or indirectly, as cash to CGI Borrower in the form of common equity to capital or additional Holdings Subordinate Debt, as the Borrower, and upon receipt by the Borrower of such cash contribution case may be (such cash amount being referred to as the “Cure Amount”), in each case, received at any time from the first day of the last fiscal quarter of the Test Period in respect of which such financial covenant is being measured until the last to occur of (x) pursuant fifteen (15) days after the event that triggered the requirement to comply with the financial covenant in Section 11.11 and (y) the expiration of the fifteenth (15th) day following the date financial statements referred to in Section 10.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured (such date, the “Cure Expiration Date”), and upon such election by CGI Borrower to exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 11.11 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the CGI Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.711.11, the CGI Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 11.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is madeexercised, (ii) there shall be a maximum of five Cure Rights made exercised during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the CGI Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter11.11; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.711.11; and (v) except to the extent such Indebtedness is actually repaid, there shall be no pro forma reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial maintenance covenant in Section 11.11 in respect of the Test Period ending with the fiscal quarter for which the Cure Right is exercised; and (c) neither the Administrative Agent nor any Lender or Secured Party shall exercise any remedy under the Credit Documents or applicable law on the basis of an Event of Default caused by the failure to comply with Section 11.11 until after the Cure Expiration Date and CGI Borrower has not exercised the Cure Right (except to the extent that the Borrower Representative has confirmed in writing that it does not intend to exercise the Cure Right). CGI Borrower may provide written notice to the Administrative Agent that it intends to exercise the Cure Right (the “Notice of Intent to Cure”) in advance of receipt of the Cure Amount (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable fiscal period, the amount of such net equity proceeds that is designated as the Cure Amount may be lower than specified in the Notice of Intent to Cure to the extent the amount necessary to cure such Event of Default is less than the full amount originally designated). Upon receipt by the Administrative Agent of the Notice of Intent to Cure, CGI Borrower shall be deemed to satisfied the requirement of the financial covenant in Section 11.11 as set forth in clause (b) above; provided that if the Cure Expiration Date has occurred without the Cure Amount having been received and designated, any such Default or Event of Default shall be deemed reinstated. Notwithstanding the foregoing, the Lenders and the LC Issuer shall not be obligated to fund any Loans or honor any Letter of Credit Request until receipt by the Administrative Agent of the Cure Amount.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 11Article VII, in the event that the Borrower fails to comply with the requirement of the financial covenant any Financial Covenant set forth in Section 10.76.23(a), from (b), or (d) (each a “Specified Financial Covenant”) and notifies the beginning Agent and the Lenders of any fiscal period the intent to exercise its Equity Cure Right within three (3) Business Days of the Delivery Date (and so exercises the Equity Cure Right within ten (10) Business Days of the Delivery Date), then until the expiration of the 10th tenth (10th) Business Day following the earlier of (i) the date on which the financial statements referred to in Sections 9.1(a) or (b) respect of the applicable fiscal quarter are required to be delivered in respect of such fiscal period for pursuant to Section 5.2(b) or (c), as applicable, and (ii) the date on which such financial covenant is being measuredstatements are actually delivered for such fiscal quarter (such earlier date, any holder of the “Delivery Date”), Mount Logan Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right but not the obligation to cure (i) purchase Equity Interests (which shall be in the form of common equity or other equity having terms reasonably acceptable to the Required Lenders) of Borrower or to contribute additional capital in respect of its existing Equity Interests of Borrower and (ii) make payment for such failure Equity Interests in cash and/or make such capital contributions in cash within ten (10) Business Days following the Delivery Date (collectively, the “Equity Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and ); provided that immediately upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure AmountSpecified Equity Contribution”) pursuant to the exercise by Mount Logan Capital of such Equity Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA shall be increasedincreased by a portion of the Specified Equity Contribution equal to the EBITDA Cure Amount, solely for the purpose purposes of determining the existence of an Event of Default resulting from a breach of the financial covenant compliance with any Financial Covenant set forth in Section 10.7 6.23(a) or (b) with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Equity Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and/or (bii) Consolidated First Lien Secured Adjusted Debt shall be decreased solely by a portion of the Specified Equity Contribution equal to the extent proceeds ACR Cure Amount, solely for the purposes of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant Financial Covenant set forth in Section 10.7 unless 6.23(d) with respect to the fiscal quarter for which the Equity Cure Right was exercised and not for any other purpose under this Agreement; provided further that in no event shall the sum of the EBITDA Cure Amount for any fiscal quarter and the ACR Cure Amount for such proceeds are actually applied fiscal quarter exceed the amount of the Specified Equity Contribution made in respect of such fiscal quarter. The Borrower shall immediately apply the full EBITDA Cure Amount to prepay Indebtedness under the Credit Facilities; and (c) ifpayment of the Obligations in the manner specified in Section 7.3. If, after giving pro forma effect to the foregoing recalculationsreceipt of the EBITDA Cure Amount and/ or the ACR Cure Amount, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7Specified Financial Covenants, the Borrower shall be deemed to have satisfied complied with the requirements of the financial covenant set forth in Section 10.7 applicable Specified Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants the applicable Specified Financial Covenant that had occurred shall be deemed cured not to have occurred for the purposes of this Agreement; . Upon the Agent’s and the Lenders’ receipt within three (3) Business Days of the Delivery Date of an irrevocable notice certified by a Responsible Officer of Borrower to Agent and the Lenders that it intends to exercise the Equity Cure Right, neither the Agent nor any Lender shall exercise the right to accelerate the Loans and neither the Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedies against the Collateral, in each case, on the basis of an allegation of an Event of Default having occurred due to failure by the Borrower to comply with the Specified Financial Covenants for the applicable period. (b) Prior to satisfaction of the foregoing requirements of Section 7.4(a), any Event of Default that occurs or has occurred as a result of a breach of the Specified Financial Covenants shall be deemed to be continuing and, as a result, the Lenders shall have no obligation to make additional loans or otherwise extend additional credit hereunder. In the event Borrower does not cure all Specified Financial Covenant violations as provided that in this Section 7.4, the existing Events of Default shall continue unless waived in writing by the Required Lenders in accordance herewith. (c) Notwithstanding anything herein to the contrary, (i) in each four fiscal quarter period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Equity Cure Right is madeexercised, (ii) there shall no more than five (5) Specified Equity Contributions may be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount the amount of any Specified Equity Contribution shall be no greater than the minimum amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; applicable Specified Financial Covenants, and (iv) all Cure Amounts Specified Equity Contributions shall be disregarded for the purposes of determining EBITDA for any financial ratio determinationpricing, basket determination Financial Covenant based conditions or other determination under any baskets with respect to the Credit Documents other than for determining compliance with Section 10.7Financial Covenants contained in this Agreement.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 117.1(b) or any other provision herein, in the event that the Borrower fails Credit Parties fail to comply with the requirement requirements of any Financial Covenant, then at any time after the end of the financial Fiscal Quarter for which such covenant set forth in Section 10.7, from the beginning of any fiscal period is being measured until the expiration of the 10th tenth (10th) Business Day following after the date on which financial statements referred with respect to in Sections 9.1(a) or (b) such Fiscal Quarter are initially required to be delivered in respect of such fiscal period for which such financial covenant is being measuredpursuant to Section 4.1(a) or 4.1(b) (the “Cure Period”), any holder of Capital Stock or Stock Equivalents of the Borrower Sponsors or any the other direct or indirect parent equityholders of the Borrower shall have the irrevocable right to cure such failure make a direct or indirect equity investment in the Borrower in cash in the form of Qualified Stock (the “Cure Right”) by causing cash net (any such equity proceeds derived from an issuance contribution included (as described in this Section 7.6) in the calculation of Capital Stock or Stock Equivalents Consolidated EBITDA, a “Specified Equity Contribution”); provided, that the Borrower shall have provided irrevocable notice (other than Disqualified Stock, unless reasonably satisfactory the “Notice of Intent to Cure”) to Agent that such investment amounts shall be designated as a “Specified Equity Contribution” (it being understood that to the Administrative Agent) by extent such Notice of Intent to Cure is provided in advance of delivery of a Compliance Certificate for the Borrower (or from applicable period, the amount of such Net Cash Proceeds that is designated as a contribution Specified Equity Contribution may be lower than specified in such notice to the common equity capital extent that the amount necessary to cure any Event of Default under Section 6.1 is less than the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrowerfull amount of such originally designated amount), and upon the receipt by the Borrower of such net cash contribution (such cash amount being referred to as the “Cure Amount”) proceeds pursuant to the exercise of such Cure Rightthe Specified Equity Contribution, such financial covenant the Financial Covenants shall be recalculated recalculated, giving effect to the following a pro forma adjustments: (a) increase to Consolidated EBITDA for such Test Period in an amount equal to such Specified Equity Contribution; provided, further, that such pro forma adjustment to Consolidated EBITDA shall be increased, given solely for the purpose of determining the existence of a Default or an Event of Default resulting from a breach of under the financial covenant set forth in Section 10.7 Financial Covenants with respect to such Test Period and any period of four consecutive fiscal quarters subsequent Test Period that includes the fiscal quarter Fiscal Quarter for which the Cure Right such Specified Equity Contribution was exercised and not for any other purpose under this Agreementany Loan Document (including for purposes of determining addbacks based on a percentage of Consolidated EBITDA in accordance with the definition thereof, any other items governed by an reference to Consolidated EBITDA, pricing, mandatory prepayments and the availability or amount equal permitted pursuant to the Cure Amount;any covenant under Article V). (b) Consolidated First Lien Secured Debt shall be decreased solely to If, after the extent proceeds exercise of the Cure Amount are actually applied Specified Equity Contribution and the recalculations pursuant to prepay any of clause (a) above, the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower Parties shall then be in compliance with the requirements of the financial covenant set forth in Financial Covenants during such Test Period (including for purposes of Section 10.72.2), the Borrower Credit Parties shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 Financial Covenants 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 Default or default Event of such financial covenants Default under Section 7.1 that had occurred shall be deemed cured for the purposes of this Agreementcured; provided that (i) there shall be no more than five (5) Specified Equity Contributions made in the aggregate after the Closing Date, (ii) in each period of consecutive four consecutive fiscal quarters Fiscal Quarter period, there shall be at least two fiscal quarters (2) Fiscal Quarters in respect of which no Cure Right Specified Equity Contribution is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreementexercised, (iii) each with respect to the exercise of any Cure Amount Right, the Specified Equity Contribution shall be no greater than the amount expected to be required to cause the Borrower Credit Parties to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; Financial Covenants and (iv) all Cure Amounts with respect to the Fiscal Quarter for which such Specified Equity Contribution is made, there shall be disregarded no pro forma reduction of Indebtedness with the proceeds of any Specified Equity Contribution for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with the Financial Covenants. (c) In furtherance of this Section 10.77.6, (i) upon actual receipt and designation of the applicable Specified Equity Contribution, the Financial Covenants shall be deemed retroactively cured with the same effect as though there had been no failure to comply with the Financial Covenants and any Event of Default or potential Event of Default under Section 6.1 or 6.2 shall be deemed not to have occurred for purposes of the Loan Documents, subject to the terms and conditions set forth in this Section 7.6 and (ii) commencing on the date Agent receives the applicable Notice of Intent to Cure, neither Agent nor any Lender may exercise any rights or remedies (including any rights or remedies under Section 7.2 or any other Loan Document or with respect to acceleration of the Loans, termination of Commitments, foreclosure or possession of any Collateral or otherwise) on the basis of any actual or purported Event of Default under Section 6.1 or 6.2 until and unless the Cure Period has expired without the Specified Equity Contribution having been received and designated. Notwithstanding the foregoing, the Borrower shall not be permitted to make any Borrowing of Revolving Loans and no new Letters of Credit shall be Issued until the Borrower has received the Specified Equity Contribution or all Events of Default have been otherwise cured or waived in accordance with the terms herein.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 1111 or in any Credit Document, in the event that the Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.710.11(a), from the beginning of any fiscal period then (A) until the expiration of the 10th tenth Business Day following subsequent to the date financial statements referred to in Sections 9.1(a) or (b) are the compliance certificate for calculating the Consolidated Total Net Leverage Ratio is required to be delivered in respect of such fiscal period for which such financial covenant is being measuredpursuant to Section 9.1(c) (the “Cure Deadline”), any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing receiving cash net equity proceeds derived (which cash proceeds shall be received no earlier than the first day of the applicable fiscal quarter for which there is a failure to comply with Section 10.11(a) and no later than the expiration of such tenth Business Day) from an issuance of Capital Stock or Stock Equivalents Qualified Equity Interests (other than Disqualified Stock, unless ) for cash as a cash capital contribution (or from any other contribution of cash to capital or issuance or sale of any other Equity Interests on terms reasonably satisfactory acceptable to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower), and upon receipt by the Borrower of such cash contribution proceeds (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant the Consolidated Total Net Leverage Ratio shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA EBITDAX shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 10.11(a) with respect to any period of four consecutive fiscal quarters Test Period that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (bii) Consolidated First Lien Secured Total Debt for such Test Period shall (A) be increased by the amount of proceeds of the Cure Amount that have been received on or prior to the last day of the applicable fiscal quarter for which there is a failure to comply with Section 10.11(a) and (B) be decreased solely to the extent proceeds of the Cure Amount Amount, if any, are actually applied to prepay any Indebtedness (provided that any such Indebtedness so prepaid shall be a permanent repayment of such Indebtedness and termination of commitments thereunder) included in the calculation of Consolidated Total Debt and any cash proceeds received after the last day of the Credit Facilities and applicable fiscal quarter for which there is a failure to comply with Section 10.11(a) shall not be no pro forma reduction “netted” for purposes of ratio calculations with respect to any four fiscal quarter period in Indebtedness with which the proceeds of the Cure Amount for determining compliance with the financial covenant set forth fiscal quarter period in Section 10.7 unless which such proceeds are actually applied to prepay Indebtedness under the Credit Facilitiesequity cure has been made is included; and (ciii) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.710.11(a), the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 10.11(a) as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants Section 10.11(a) that had occurred shall be deemed cured for the purposes of this Agreement; provided that (iA) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is madeexercised, (iiB) there shall be a maximum of five Cure Rights made shall not be exercised more than five times during the term of this Agreement, (iiiC) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with Section 10.11(a) above (such amount, the “Necessary Cure Amount”); provided that if the Cure Right is exercised prior to the date financial covenant set forth in Section 10.7 statements are required to be delivered for the relevant such fiscal quarter; , then the Cure Amount shall be equal to the amount reasonably determined by the Borrower in good faith that is required for purposes of complying with Section 10.11(a) for such fiscal quarter (such amount, the “Expected Cure Amount”), (D) in respect of the fiscal quarter in which such Cure Right was exercised and (iv) for each Test Period that includes such fiscal quarter, all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.710.11(a) and (E) no Lender or Issuing Bank shall be required to make any extension of credit hereunder during the 10 Business Day period referred to above, unless the Borrower shall have received the Cure Amount; and (iv) upon receipt by the Administrative Agent of written notice, on or prior to the Cure Deadline, that the Borrower intends to exercise the Cure Right in respect of a fiscal quarter, the Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of Section 10.11(a), unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in (a) In the event that the Borrower fails Loan Parties fail to comply with the requirement of the financial covenant covenants set forth in Section 10.77, from subject to the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measuredterms and conditions hereof, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing until the expiration of the tenth (10th) day subsequent to the date the applicable financial statements are required to be delivered pursuant to Section 5.1 (the “Cure Right Deadline”), to use cash net equity from the proceeds derived from an of any issuance of Capital Stock of Parent or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectlyotherwise receive, as additional paid in capital or cash common contributions from its equity holders, in either case, in an aggregate amount necessary to cure the Borrower, and upon receipt by the Borrower of such cash contribution relevant financial covenant (such cash amount being referred to as the “Cure Amount”). Upon the actual receipt by Parent of the cash proceeds thereof and upon written notice to Agent, Parent, on behalf of Borrower, shall immediately transfer such proceeds to a separate segregated account held by Agent to be used, at ▇▇▇▇▇▇▇▇’s sole discretion, (i) pursuant in an amount equal to the exercise Cure Amount to be held by Agent in a separate interest reserve (“Interest Reserve”) and used in accordance with Section 9.4(c), (ii) in an amount equal to the Cure Amount to apply such proceeds to the Loans in accordance with Section 2.3(h), or (iii) in an amount equal to two times the Cure Amount to reinvest an amount into Borrower’s business by applying such proceeds to the cost of any replacement, purchase, or construction with respect to any portion of the Collateral within one hundred eighty (180) days after the initial receipt of such Cure Rightproceeds. (b) Upon the actual receipt by Borrower of the cash proceeds thereof, such the financial covenant covenants shall then be recalculated giving effect to the following pro forma adjustments: : (ai) Consolidated Adjusted EBITDA shall be increaseddeemed increased by the Cure Amount for the applicable fiscal quarter and, without duplication, for the subsequent three (3) consecutive fiscal quarters, solely for the purpose of determining the existence of an Event of Default resulting from a breach of measuring the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; ; (b) Consolidated First Lien Secured Debt any prepayment made pursuant to Section 9.4(a) shall not be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities given effect for such purpose; and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower Loan Parties shall then be in compliance with the requirements of the all financial covenant set forth in Section 10.7covenants, the Borrower Loan Parties shall be deemed to have satisfied the requirements of the been in compliance with such financial covenant set forth in Section 10.7 covenants 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 Event of Default of such financial covenants that had occurred shall be deemed cured not to have occurred for this purpose of the purposes of this Agreement; provided . In the event that (i) in each period Borrower shall have delivered to Agent written notice of four consecutive fiscal quarters there its intention to exercise the Cure Right (which notice shall be at least two fiscal quarters in which delivered no Cure Right is madeearlier than fifteen (15) days prior to, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be and no greater later than the amount expected fifth (5th) day subsequent to, the date the applicable financial statements are required to be required delivered pursuant to Section 5.1), which exercise if fully consummated would be sufficient in accordance with the terms hereof to cause the Borrower Loan Parties to be in compliance with the financial covenant covenants as of the relevant date of determination, then until the date, if any, on which any Loan Party notifies Agent in writing that such Cure Right shall not be exercised, Agent shall not exercise any remedies set forth in Section 10.7 9.1 hereof; provided that so long as any Event of Default shall be in existence due to failure of the Loan Parties to comply with the financial covenants set forth in Section 7, all rights and remedies available to such parties other than those set forth in Section 9.1 shall be available to such parties. (c) If Borrower uses the proceeds received under Section 9.4(a) to fund the Interest Reserve, so long as no Default or Event of Default shall have occurred and be continuing, the Interest Reserve shall be disbursed for the relevant fiscal quarter; payment of interest on the Loan as such interest becomes due and payable in accordance with this Agreement. Upon the occurrence of a Default, Lender shall have no obligation to make any further disbursements from the Interest Reserve and Borrower shall not be entitled to any such disbursements, unless and until such Default is waived by Agent. If the interest payable on the Loans exceeds at any time the Interest Reserve, Borrower shall promptly pay to Agent such amount in excess thereof. Upon the occurrence of a Default, Agent may apply any undisbursed portion of the Interest Reserve against any of the Obligations of Borrower in any manner in Agent’s sole discretion. (ivd) all Cure Amounts Notwithstanding the foregoing or anything to the contrary contained herein, this Section 9.4 shall not be disregarded for applicable until the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7First Out Payout Date has occurred.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in In the event that the Borrower fails Credit Parties fail to comply with the requirement of the financial covenant covenants set forth in Section 10.7, from this Article VI as of the beginning last day of any fiscal period until Fiscal Quarter, any cash equity contribution to Borrower (funded with proceeds of common equity issued by Holdings or other equity issued by Holdings not constituting Disqualified Stock) on or prior to the expiration of day that is ten (10) days after the 10th Business Day following the date day on which financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measuredthat Fiscal Quarter will, any holder of Capital Stock or Stock Equivalents of at the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital irrevocable election of the Borrower) to , be contributed, directly or indirectly, as cash common equity to included in the Borrower, and upon receipt by the Borrower calculation of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreementdetermining compliance with such covenants at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (ia) notice of Borrower’s intent to make a Specified Equity Contribution shall be delivered no later than the day on which financial statements are required to be delivered for the applicable Fiscal Quarter, (b) in each consecutive four (4) Fiscal Quarter period of four consecutive fiscal quarters there shall will be at least two fiscal quarters (2) Fiscal Quarters in which no Cure Right Specified Equity Contribution is made, (iic) there shall be a maximum the amount of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall any Specified Equity Contribution will be no greater than the amount expected to be required to cause the Borrower Credit Parties to be in compliance with such covenants, (d) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to EBITDA, (e) there shall be no more than five (5) Specified Equity Contributions made in the aggregate after the Closing Date, and (f) any Loans prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with such covenants for the Fiscal Quarter being cured and the immediately succeeding Fiscal Quarter. From the effective date of delivery of such cure notice to the Administrative Agent until the date that is ten (10) days after the day on which the applicable financial statements are required to be delivered, neither the Administrative Agent nor any Lender shall impose a default interest rate, accelerate the Obligations, terminate the Revolving Loan Commitment or exercise any other right or remedy against the Credit Parties or any of their Subsidiaries or any of their respective properties solely on the basis of an Event of Default having occurred under Section 7.1(c) as a result of the Credit Parties’ failure to comply with the financial covenant set forth referenced in Section 10.7 such cure notice; provided until timely receipt of the Specified Equity Contribution, for the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for the other purposes of any financial ratio determination, basket determination or other determination under the Credit Agreement and the other Loan Documents other than (including, for determining compliance with the avoidance of doubt, Section 10.72.2 hereof), an Event of Default shall be deemed to have occurred and be continuing. Upon receipt by Borrower of the Specified Equity Contribution, any applicable Default or Event of Default shall automatically be deemed to have been cured.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11Article 8, in the event that the Borrower fails Loan Parties fail to comply with the requirement Financial Covenants as of the financial covenant set forth in Section 10.7, from the beginning end of any fiscal period until quarter, then the expiration of Borrower shall have the 10th right, no later than 15 Business Day following Days after the date financial statements referred to in Sections 9.1(a) or (b) day on which the Financial Statements are required to be delivered for the applicable fiscal quarter, to issue common Equity Interests (other than Disqualified Equity Interests) or other Equity Interests on terms reasonably acceptable to the Administrative Agent, in respect exchange for cash in an aggregate amount equal to the minimum amount which, when added to Consolidated EBITDA, is sufficient to cure the relevant failure to comply with the Financial Covenants (the “Cure Amount”). The entire cash proceeds of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock issuance shall be contributed in cash to the common or Stock Equivalents preferred equity of the Borrower or any direct or indirect parent and be included in the calculation of Consolidated EBITDA solely for purposes of determining compliance with the Borrower shall have the right to cure such failure applicable Financial Covenants (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to ). Upon the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to , the exercise of such Cure Right, such financial covenant Financial Covenants shall be recalculated giving effect Pro Forma Effect to the following pro forma adjustmentsfollowing: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining measuring the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised Financial Covenants and not for any other purpose under this Credit Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower Loan Parties shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 such Financial Covenants as of the end of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such datefiscal quarter, and the applicable breach or default of such financial covenants that had occurred the Financial Covenants shall thereafter be deemed cured for the all purposes of this AgreementCredit Agreement and the other Loan Documents; provided that and (ic) to the extent a fiscal quarter as to which the Cure Right has been exercised is included in the calculation of Consolidated EBITDA for purposes of any of the Financial Covenants in a subsequent Measurement Period, the Cure Amount shall be included in the amount of Consolidated EBITDA for such subsequent Measurement Period. Notwithstanding anything herein to the contrary, (a) in each period of four consecutive fiscal quarters quarters, there shall be at least two fiscal quarters in as to which no the Cure Right is madenot exercised, (iib) there shall be a maximum of five Cure Rights made during the term of this Agreement[reserved], (iiic) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and (iv) all Cure Amounts received pursuant to any exercise of the Cure Right shall be disregarded for the purposes any calculation of Consolidated EBITDA required hereunder for any financial ratio determination, basket determination or other determination under the Credit Documents purpose other than for determining compliance with the Financial Covenants as provided in this Section 10.78.4, (d) the Cure Right shall not be exercised more than five times and (e) from the day on which the Financial Statements are delivered for the applicable fiscal quarter indicating that the Loan Parties have failed to comply with the Financial Covenants as of the end of such fiscal quarter until the receipt by the Borrower of the applicable Cure Amount, the (i) Lenders shall not be required to make any Loans and (ii) Administrative Agent and Lenders shall not exercise any remedies pursuant to Section 8.2 that would otherwise be available due to the Loan Parties’ failure to comply with the Financial Covenants.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in (a) In the event that the Borrower fails Loan Parties fail to comply with the requirement of the financial covenant covenants set forth in Section 10.77, from subject to the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measuredterms and conditions hereof, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing until the expiration of the tenth (10th) day subsequent to the date the applicable financial statements are required to be delivered pursuant to Section 5.1 (the “Cure Right Deadline”), to use cash net equity form the proceeds derived from an of any issuance of Capital Stock of Parent or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectlyotherwise receive, as additional paid in capital or cash common contributions from its equity holders, in either case, in an aggregate amount necessary to cure the Borrower, and upon receipt by the Borrower of such cash contribution relevant financial covenant (such cash amount being referred to as the “Cure Amount”). Upon the actual receipt by Parent of the cash proceeds thereof and upon written notice to Agents, Parent, on behalf of Borrower, shall immediately transfer such proceeds to a separate segregated account held by Administrative Agent to be used, at Borrower’s sole discretion, (i) pursuant in an amount equal to the exercise Cure Amount to be held by Administrative Agent in a separate interest reserve (“Interest Reserve”) and used in accordance with Section 9.4(c), (ii) in an amount equal to the Cure Amount to apply such proceeds to the Loans in accordance with Section 2.3(h), or (iii) in an amount equal to two times the Cure Amount to reinvest an amount into Borrower’s business by applying such proceeds to the cost of any replacement, purchase, or construction with respect to any portion of the Collateral within one hundred eighty (180) days after the initial receipt of such Cure Rightproceeds. (b) Upon the actual receipt by Borrower of the cash proceeds thereof, such the financial covenant covenants shall then be recalculated giving effect to the following pro forma adjustments: : (ai) Consolidated Adjusted EBITDA shall be increaseddeemed increased by the Cure Amount for the applicable fiscal quarter and, without duplication, for the subsequent three (3) consecutive fiscal quarters, solely for the purpose of determining the existence of an Event of Default resulting from a breach of measuring the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; ; (b) Consolidated First Lien Secured Debt any prepayment made pursuant to Section 9.4(a) shall not be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities given effect for such purpose; and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower Loan Parties shall then be in compliance with the requirements of the all financial covenant set forth in Section 10.7covenants, the Borrower Loan Parties shall be deemed to have satisfied the requirements of the been in compliance with such financial covenant set forth in Section 10.7 covenants 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 Event of Default of such financial covenants that had occurred shall be deemed cured not to have occurred for this purpose of the purposes of this Agreement; provided . In the event that (i) no Event of Default exists other than that arising due to failure of the Loan Parties to comply with the financial covenants set forth in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is madeSection 7, and (ii) there Borrower shall have delivered to Agent written notice of its intention to exercise the Cure Right (which notice shall be a maximum delivered no earlier than fifteen (15) days prior to, and no later than the fifth (5th) day subsequent to, the date the applicable financial statements are required to be delivered pursuant to Section 5.1), which exercise if fully consummated would be sufficient in accordance with the terms hereof to cause the Loan Parties to be in compliance with the financial covenants as of five the relevant date of determination, then from and following receipt by Agents of any such notice and until the date that is the earlier of (x) the Cure Rights made Right Deadline and (y) the date, if any, on which any Loan Party notifies Agents in writing that such Cure Right shall not be exercised, then Agents shall not exercise any remedies set forth in Section 9.1 hereof during such period; provided that so long as any Event of Default shall be in existence due to failure of the Loan Parties to comply with the financial covenants set forth in Section 7, all rights and remedies available to such parties other than those set forth in Section 9.1 shall be available to such parties. Notwithstanding anything herein to the contrary, in no event shall Borrower be permitted to exercise the Cure Right hereunder (A) more than two (2) times in the aggregate during the term of this Agreement, (iiiB) each Cure Amount shall be no greater in two (2) consecutive fiscal quarters or (C) if an Event of Default (other than the amount expected an Event of Default arising due to be required to cause the Borrower to be in compliance with a breach of the financial covenant covenants set forth in Section 10.7 7) shall have occurred and be continuing. (c) If Borrower uses the proceeds received under Section 9.4(a) to fund the Interest Reserve, so long as no Default or Event of Default shall have occurred and be continuing, the Interest Reserve shall be disbursed for the relevant fiscal quarter; payment of interest on the Loan as such interest becomes due and (iv) all Cure Amounts payable in accordance with this Agreement. Upon the occurrence of a Default, Lender shall have no obligation to make any further disbursements from the Interest Reserve and Borrower shall not be disregarded for entitled to any such disbursements, unless and until such Default is waived by Agents. If the purposes interest payable on the Loans exceeds at any time the Interest Reserve, Borrower shall promptly pay to Agents such amount in excess thereof. Upon the occurrence of a Default, Agents may apply any financial ratio determination, basket determination or other determination under undisbursed portion of the Credit Documents other than for determining compliance with Section 10.7Interest Reserve against any of the Obligations of Borrower in any manner in Agents’ sole discretion.

Equity Cure. Notwithstanding anything (a) No Event of Default under this Clause 26 insofar as it relates to the contrary contained in this Section 11, in the event that the Borrower fails a failure to comply with Clause 26.2 (Financial covenant) will occur if all or part of the requirement cash proceeds (the “Equity Investment”) received by the Company pursuant to any Additional Shareholder Funding or any Subordinated Shareholder Funding, during or after the end of that Relevant Period but no later than 20 Business Days after the earlier of (i) the date on which the relevant Compliance Certificate is required to be delivered to the Agent pursuant to Clause 25.2 (Provision and contents of Compliance Certificate) and (ii) the date on which it is delivered to the Agent, may be designated in writing by the Company to the Agent as being provided for the purposes of this Clause 26.5 (the “Equity Cure Amount”), and if designated as such shall have the effect that the financial covenant set forth out in Section 10.7Clause 26.2 (Financial covenant) is calculated or, from as the beginning of any fiscal period until case may be, recalculated as if the expiration Consolidated EBITDA of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, Group had been increased by an amount equal to the Cure Amount;Equity Investment and any Equity Investment so made in respect of any Relevant Period shall be deemed to have been made immediately prior to the last date of such Relevant Period. (b) Consolidated First Lien Secured Debt The Company shall not be entitled to exercise its rights under this Clause 26.5 (an “Equity Cure Right”) on more than four occasions prior to the Termination Date or in respect of consecutive Financial Quarters, except that any exercise of an Equity Cure Right during the Amendment Period shall not be included in the restrictions set out in this paragraph (b). (c) There shall be decreased solely no restriction on the amount of any Equity Investment exceeding the minimum amount required to prevent or, as the extent proceeds case may be, cure any failure to satisfy the financial test set out in Clause 26.2 (Financial covenant), provided that, the amount of the Equity Cure Amount are actually exceeding the minimum amount required to prevent or, as the case may be, cure any failure to satisfy the financial test set out in Clause 26.2 (Financial covenant) shall be as soon as reasonably practicable applied to permanently repay or prepay any of the Credit Facilities and Senior Secured Debt. (d) Subject to paragraph (c) above, there shall be no pro forma reduction requirement to apply any Equity Cure Amount in Indebtedness with the proceeds prepayment of any Facility. (e) Any Equity Cure Amount shall not count towards any other permission or usage or purpose (including in respect of the baskets relating to Restricted Payments (as defined in Schedule 15 (Restrictive Covenants)) as set out in Clause 2 (Restricted Payments) of Schedule 15 (Restrictive Covenants)) for so long as the Equity Cure Amount continues to be included in the calculation of Consolidated EBITDA as set out in paragraph (i) below. (f) In relation to any Equity Cure Amount provided prior to the date of delivery of the relevant Compliance Certificate for determining compliance with the Relevant Period, the Compliance Certificate for that Relevant Period shall set out the revised financial covenant set forth in Section 10.7 unless calculations for the Relevant Period and confirm that such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; andEquity Cure Amount has been provided. (cg) ifIn relation to any Equity Cure Amount provided following the date of delivery of the relevant Compliance Certificate for the Relevant Period, promptly following receipt of the Equity Cure Amount by the Company, the Company shall deliver a revised Compliance Certificate to the Agent setting out the revised financial covenant calculations for the Relevant Period. (h) If, after giving effect to the foregoing recalculationsadjustment referred to in paragraph (a) above, the Borrower shall financial covenant in Clause 26.2 (Financial condition) would have been met, then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower Clause 26.2 (Financial condition) shall be deemed to have been satisfied as at the requirements relevant original date of determination and any breach of any term of the Finance Documents, Default or Event of Default occasioned thereby shall be deemed to have been permanently remedied and cured for all purposes under the Finance Documents. (i) For the avoidance of doubt, the Equity Cure Amount shall be deemed to be included in calculating Consolidated EBITDA for the purposes of the financial covenant set forth in Section 10.7 as Clause 26.2 (Financial condition) until the date on which the Equity Cure Amount deemed to have been invested into the Group falls out of any subsequent Relevant Period. (j) Notwithstanding any provision of this Agreement and in particular Clause 2 (Restricted Payments) of Schedule 15 (Restrictive Covenants), the relevant Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment during the Amendment Period if at the time of such Restricted Payment Consolidated EBITDA for the Relevant Period immediately preceding the date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right Restricted Payment is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater less than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7£65,000,000.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11herein, in if the event that the Borrower fails Borrowers fail to comply with the requirement any of the financial covenant covenants set forth in Section 10.7, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a7.9(a) or and (b) are required hereof (any such Default or Event of Default shall be referred to be delivered in respect of such fiscal period for which such financial covenant is being measuredherein as a “Financial Covenant Default”), any holder of Capital Stock or Stock Equivalents then the holders of the Borrower or any direct or indirect parent Equity Interests (other than Disqualified Equity Interests) of the Borrower shall have the right to Parent may, at their option, cure such failure Financial Covenant Default by making a cash equity investment in Borrowers (which shall be immediately contributed in cash to Borrowers) (the “Cure RightProceeds”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock), unless reasonably satisfactory subject to the Administrative Agentfollowing: (a) by the Borrower Borrowers must deliver a written notification (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure AmountNotice”) to the Agent that they intend to exercise the cure right under this Section 9.7 prior to the date that is ten (10) days after the date on which the Covenant Compliance Report in respect of the applicable fiscal quarter is required to have been delivered pursuant to Section 7.2(a) (the exercise of such “Cure Right, such Notification Date”); (b) the financial covenant covenants subject to the Financial Covenant Default shall be recalculated giving effect to the following pro forma adjustments: : (ax) for purposes of calculating the Consolidated Fixed Charge Coverage Ratio, Consolidated EBITDA shall be increasedincreased with respect to such applicable fiscal quarter and any period that contains such fiscal quarter, solely for the purpose of determining measuring compliance with the existence of an Event of Default resulting from a breach of the such financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this AgreementAgreement (including, without limitation, for purposes of determining the Consolidated Total Leverage Ratio, any financial ratio-based conditions, pricing or any baskets with respect to the covenants contained in this Agreement or any other Loan Document), by an amount equal to the Cure AmountProceeds and (y) the numerator in the calculation of Consolidated Total Leverage Ratio shall be reduced by an amount equal to the Cure Proceeds commencing with such fiscal quarter; (bc) Consolidated First Lien Secured Debt the Cure Proceeds shall be decreased solely in an amount no greater than the amount required to cause the extent proceeds Borrowers to be in compliance with Section 7.9(a) or (b), as applicable, for the applicable fiscal quarter; (d) in the event the aggregate Cure Proceeds received hereunder exceed $10,000,000, 100% of all Cure Proceeds in excess of such amount shall be applied to repay the Indebtedness until paid in full as follows: (i) first, to installments of principal on the Term Loan in the inverse order of their maturities and (ii) next, to outstanding Revolving Credit Advances on a pro rata basis (with a corresponding reduction in the Revolving Credit Aggregate Commitment), until paid in full; and (iii) then, to all other Indebtedness due and owing on a pro rata basis; (e) the issuance of any Equity Interests made in connection with the payment of the Cure Amount are actually applied to prepay any Proceeds shall not result in a Change of Control; (f) as of the Credit Facilities and there shall be date that the Borrowers exercise the equity cure right under this Section 9.7, no pro forma reduction in Indebtedness with Event of Default (other than the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilitiesapplicable Financial Covenant Defaults) exist; and (cg) ifthe Borrowers may not exercise their rights under this Section 9.7 in consecutive quarters, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) more than twice in each four quarter period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, and more than five (ii5) there shall be a maximum of five Cure Rights made times during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in In the event that (a) the Borrower fails to comply with “Second Draw” (as defined in the requirement of the financial covenant set forth in Section 10.7Corre Debt Term Sheet) occurs on or before December 8, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or 2021 and (b) are required the Loan Parties fail to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance comply with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 9.1 as of the relevant date last day of determination with any fiscal quarter for which such covenant is tested, any cash equity contribution to the same effect as though there had been no failure to comply therewith at such date, and Borrower after the applicable breach or default last day of such fiscal quarter and on or prior to the day that is 10 days after the day on which financial covenants statements are required to be delivered for that had occurred shall fiscal quarter will, at the irrevocable election of the Borrower, be deemed cured included in the calculation of EBITDA solely for the purposes of this Agreementdetermining compliance with the financial covenant in Section 9.1 at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (i) in each period the Borrower shall provide written notice to the Agent of four consecutive its intent to accept a Specified Equity Contribution no later than the day on which financial statements are required to be delivered for the applicable fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is madequarter, (ii) there shall only two Specified Equity Contributions may be a maximum of five Cure Rights made during in the term of this Agreementaggregate after the Amendment No. 3 Effective Date, (iii) each Cure Amount shall the amount of any Specified Equity Contribution will be no greater than the amount expected to be required to cause the Borrower Loan Parties to be in compliance with such financial covenants (the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and “Cure Amount”), (iv) all Cure Amounts shall Specified Equity Contributions will be disregarded for the purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any financial ratio determination, basket determination other items governed by reference to EBITDA and (v) the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or other determination under the Credit Documents other than application of the proceeds thereof) for determining compliance with Section 10.7any provision under Article IX for the period ending on the last day of the applicable Cure Quarter.

Equity Cure. (i) Notwithstanding anything to the contrary contained in this Section 1110, in the event that the Borrower fails Borrowers and Guarantors fail to comply with the requirement of the any financial covenant set forth in Section 10.79.17, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(aof the delivery of the Compliance Certificate under Section 9.6(a) or (b) are required to be delivered in respect of such the fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower Borrowers and Guarantors shall have the right to cure such failure (the “Cure Right”) by causing receipt of cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to in the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the BorrowerParent, and upon receipt by the Borrower Parent of such cash contribution equity proceeds (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (aii) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence or non-existence of an Event of Default resulting from a breach of the financial covenant covenants set forth in Section 10.7 9.17(c), with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (ciii) if, after giving effect to the foregoing recalculations, the Borrower Borrowers shall then be in compliance with the requirements of the financial covenant covenants set forth in Section 10.79.17, the Borrower Borrowers shall be deemed to have satisfied the requirements of the financial covenant covenants set forth in Section 10.7 9.17 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five four Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower Borrowers to be in compliance with the applicable financial covenant covenants set forth in Section 10.7 for the relevant fiscal quarter9.17; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Loan Documents other than for determining compliance with Section 10.79.17; and (v) no cash dividends may be made pursuant to Section 9.11(d) for two consecutive quarters following the exercise of any Cure Right.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in (a) In the event that the Borrower fails Credit Parties fail to comply with the requirement Financial Covenant as of the financial covenant set forth in Section 10.7, from the beginning last day of any fiscal period until Fiscal Quarter, any cash equity contribution to the expiration Borrowers (funded with proceeds of common equity issued by Parents or Qualified Stock (or other equity issued by Parents having terms reasonably acceptable to the 10th Business Day following Agent) made after the date on which financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of for such fiscal period Fiscal Quarter and on or prior to the day that is 10 Business Days after the day on which financial statements are required to be delivered for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure Fiscal Quarter (the “Anticipated Cure RightDeadline”) by causing cash net equity will, at the irrevocable election of the Borrowers and to the extent the proceeds derived from an issuance of Capital Stock which have not been utilized under Sections 5.4(w), 5.11(l) or Stock Equivalents 5.11(n) (other than Disqualified Stockthan, unless reasonably satisfactory at the Borrowers’ sole option, to the Administrative Agentprepay Loans) by the Borrower (or from a contribution to the common equity capital as of the Borrower) to date such proceeds are applied for purposes of this Section 6.3, be contributed, directly or indirectly, as cash common equity to included in the Borrower, and upon receipt by the Borrower calculation of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated Combined EBITDA shall be increased, solely for the purpose purposes of determining compliance with the existence Financial Covenant at the end of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to such Fiscal Quarter and any subsequent period of four consecutive fiscal quarters that includes such Fiscal Quarter (any such equity contribution so included in the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreementcalculation of Combined EBITDA, by an amount equal to the Cure Amount;a “Specified Equity Contribution”). (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) ifIf, after giving effect to the foregoing recalculationsSpecified Equity Contribution, the Borrower Credit Parties shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7Financial Covenant, the Borrower Credit Parties shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 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 breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement. (c) Upon receipt by the Agent of written notice from the Borrowers on or prior to the Anticipated Cure Deadline of its intent to effectuate a Specified Equity Contribution in respect of such Fiscal Quarter until the day that is 10 Business Days after the day on which financial statements are required to be delivered for such Fiscal Quarter, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Agent nor any Lender shall have any right to accelerate any Loans held by them or to exercise any other rights or remedies available under the Loan Documents or applicable law against the Collateral (including, without limitation, any right to foreclose on or take possession of Collateral) solely on the basis of an allegation of an Event of Default having occurred and being continuing under Section 7.1 due to failure by the Credit Parties to comply with the Financial Covenant, unless such failure is not cured pursuant to the Specified Equity Contribution on or prior to the Anticipated Cure Deadline; provided it being understood and agreed that there shall be no borrowings of ABL Loans permitted or letters of credit issued or received under any ABL Facility until the Specified Equity Contribution has actually been received by the Borrowers. (d) Notwithstanding anything herein to the contrary, (i) in each consecutive four Fiscal Quarter period of four consecutive fiscal quarters there shall will be at least two fiscal quarters Fiscal Quarters in which no Cure Right Specified Equity Contribution is made, (ii) there shall be a maximum the amount of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall any Specified Equity Contribution will be no greater than the amount expected to be required to cause the Borrower Credit Parties to be in compliance with the financial covenant set forth in Section 10.7 Financial Covenant, (iii) all Specified Equity Contributions will be counted solely for purposes of the relevant fiscal quarter; calculation of Combined EBITDA as it relates to the Financial Covenant and shall not be included for all other purposes, including calculating basket levels, pricing and other items governed by reference to Combined EBITDA, (iv) all Cure Amounts there shall be disregarded for no more than five Specified Equity Contributions made in the purposes aggregate after the Closing Date and (v) there shall be no pro forma reduction in Indebtedness (by netting or otherwise) with the proceeds of any financial ratio determination, basket determination or other determination under the Credit Documents other than Specified Equity Contribution for determining compliance with Section 10.7the Financial Covenant for the Fiscal Quarter for which a Specified Equity Contribution is deemed applied.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 117, in the event that the Borrower fails to comply with the requirement requirements of Section 6.22 as of the financial covenant set forth in Section 10.7, from the beginning end of any relevant fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measuredquarter, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing (at any time during such fiscal quarter or thereafter until the date that is 15 days after the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(e)) to issue Equity Interests for cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory otherwise receive cash contributions to the Administrative Agent) by the Borrower (or from a contribution to the its common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to ), and thereupon the exercise of such Cure Right, such financial covenant Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustments: (a) adjustment: Consolidated EBITDA shall be increasedincreased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purpose purposes of determining the existence of an Event of Default resulting from a breach compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the financial covenant set forth in Section 10.7 with respect to any period end of four consecutive fiscal quarters that includes the such fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreementapplicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if. If, after giving effect to the foregoing recalculationsrecalculations (but not, for the Borrower shall then be avoidance of doubt, taking into account any immediate repayment of Indebtedness in compliance with connection therewith), the requirements of Section 6.22 shall be satisfied, then the financial covenant set forth in requirements of Section 10.7, the Borrower 6.22 shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the end of the relevant date of determination fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement; provided that . Notwithstanding anything herein to the contrary, (iv) in each period of four consecutive fiscal quarters quarter period of the Borrower there shall be at least two fiscal quarters in which no the Cure Right is madenot exercised, (iiw) there shall be a maximum of five Cure Rights made during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iiix) each the Cure Amount shall be no greater than the amount expected to be required to cause for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to be in compliance with exercise the financial covenant set forth in Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 10.7 for 6.1(e) to which such Notice of Intent to Cure relates, none of the relevant fiscal quarter; Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (ivz) all the Cure Amounts Amount received pursuant to any exercise of the Cure Right shall be disregarded for the purposes of determining any financial ratio determinationratio-based conditions, pricing or any available basket determination (in reliance upon the Available Amount, Growth Amount or other determination otherwise) under the Credit Documents other than for determining compliance with Section 10.76 of this Agreement.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning end of any fiscal period Test Period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered of the delivery of the Section 9.1 Financials in respect of such fiscal period Test Period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower (including Holdings) shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of a parent entity of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters Test Period that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (cb) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.710.7 (calculated on a Pro Forma Basis), the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters quarter period there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter10.7; and (iv) all Cure Amounts shall be disregarded for the all other purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower Holdings fails to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower Holdings or any direct or indirect parent of the Borrower Holdings shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower Holdings (or from a contribution to the common equity capital of the BorrowerHoldings) to be contributed, directly or indirectly, as cash common equity to the either Borrower, and upon receipt by the such Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Total Debt shall be decreased for purposes of determining compliance with Section 10.7 solely to the extent proceeds of the Cure Amount are actually applied to prepay Indebtedness, and in no event shall any of reduction be given effect during the Credit Facilities and there shall be no pro forma reduction in Indebtedness fiscal quarter with the proceeds of regard to which the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit FacilitiesRight is exercised; and (c) if, after giving effect to the foregoing recalculations, the Borrower Holdings shall then be in compliance with the requirements of the financial covenant set forth in Section 10.710.7 (calculated on a Pro Forma Basis), the Borrower Holdings shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter10.7; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7.

Equity Cure. Notwithstanding anything (a) The Company shall have the right to cure any breach of the requirements in Clause 24.2 (Financial condition) in relation to a Relevant Period by giving notice to the contrary contained in this Section 11, in Agent and receiving the event that proceeds by no later than the Borrower fails to comply with date falling 15 Business Days after the requirement earlier of (x) the last date for the delivery of the financial covenant set forth statements and the related Compliance Certificate in Section 10.7accordance with Clause 23.2 (Provisions and contents of Compliance Certificate) and (y) delivery of such financial statements and Compliance Certificate in respect of that Relevant Period (the “Required Date”) of a New Investment, from provided that such right to cure may not be exercised (i) in respect of consecutive Relevant Periods and (ii) more than three times during the beginning of any fiscal period until the expiration life of the 10th Business Day following Facility. The notice shall be accompanied by a revised Compliance Certificate indicating compliance with the date financial statements referred to requirements of Clause 24.2 (Financial condition) in Sections 9.1(a) or respect of the Relevant Period. (b) are required The net proceeds of the New Investment must be received by the Company no later than the Required Date and all of the net cash proceeds of the New Investment so received shall be applied by the Company promptly (and in any event within five (5) Business Days of the Company’s receipt thereof) in permanent reduction of Total Outstandings under the Facility (and for the avoidance of doubt the Commitments under the Facility will be cancelled correspondingly). (c) In recalculating the Drawn Super Senior Gross Leverage Ratio for that Relevant Period pursuant to be delivered in respect paragraph (a) above, the net cash proceeds of such fiscal period for which such financial covenant is being measuredNew Investment received by the Company shall be deducted from Total Outstandings under the Facility and shall be deemed to have been received immediately prior to the last day of that Relevant Period. (d) For the avoidance of doubt, any cure rights exercised will only have the effect of curing the relevant breach under this Clause 24 and will have no other effect (such as relating to the calculation of Margin). (e) If the Company exercises it right under paragraph (a) above, then notwithstanding any provision in Schedule 15 (Incurrence Covenants Schedule) to the contrary, for one year after that Required Date it will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, (A) declare or pay any dividend or make any other payment or distribution on account of the Company’s Equity Interests (as defined in Schedule 15 (Incurrence Covenants Schedule) (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries)) or to the direct or indirect holder of Capital Stock the Company’s Equity Interests in their capacity as such; (B) purchase, redeem or Stock Equivalents otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Borrower Company or any direct or indirect parent entity of the Borrower shall have the right to cure such failure Company; (the “Cure Right”C) by causing cash net equity proceeds derived from an issuance of Capital Stock make any payment on or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to to, or purchase, redeem, defease or otherwise acquire for value any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for Subordinated Shareholder Debt (as defined in Schedule 15 (Incurrence Covenants Schedule)); or (D) make any other purpose under this AgreementRestricted Investment in an Affiliate (as defined in Schedule 15 (Incurrence Covenants Schedule)), by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Company may continue to make payments permitted under Paragraph (ij) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, Section 2.3 (iiRestricted Payments) there shall be a maximum of five Cure Rights made during the term of this Agreement, Schedule 15 (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7Incurrence Covenants Schedule).

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 1111.3, in the event that the Parent Borrower fails (or, but for the operation of this Section 12, would fail) to comply with the requirement of the financial covenant set forth in Section 10.710.9, from the beginning of any fiscal period until the expiration of the 10th tenth (10th) Business Day following after the date financial statements referred on which Section 9.1 Financials with respect to the Test Period in Sections 9.1(a) or (b) which the covenant set forth in such Section is being measured are required to be delivered pursuant to Section 9.1, (such date, the “Cure Expiration Date”), the Parent Borrower may engage in respect a sale or issuance of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents Qualified Equity Interests of the Parent Borrower or any direct or indirect parent of the Parent Borrower shall have and upon the right receipt by the Parent Borrower of net cash proceeds pursuant to cure such failure the exercise of the Cure Right (the “Cure Right”) by causing (including through the capital contribution of any such net cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stockto such Person, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to ), the exercise of covenant set forth in such Cure Right, such financial covenant Section shall be recalculated recalculated, giving effect to the following a pro forma adjustments: (a) increase to Consolidated EBITDA for such Test Period in an amount equal to such net cash proceeds; provided that such pro forma adjustment to Consolidated EBITDA shall be increased, given solely for the purpose of determining the existence of a Default or an Event of Default resulting from a breach of under the financial covenant set forth in such Section 10.7 with respect to any period of four consecutive fiscal quarters Test Period that includes the fiscal quarter for which the such Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;any Credit Document. (b) Consolidated First Lien Secured Debt shall be decreased solely to If, after the extent proceeds exercise of the Cure Amount are actually applied Right and the recalculations pursuant to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and clause (ca) if, after giving effect to the foregoing recalculationsabove, the Parent Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.710.9 during such Test Period (including for purposes of Section 7.1), the Parent Borrower shall be deemed to have satisfied the requirements of the financial such covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach Default or default Event of such financial covenants Default under Section 11.3 that had occurred shall be deemed cured for the purposes of this Agreementcured; provided that (i) in each period of four consecutive fiscal quarters Test Period there shall be at least two one fiscal quarters quarter in which no Cure Right is made, exercised and (ii) there shall be a maximum with respect to any exercise of five the Cure Rights made during Right, the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Parent Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.710.9.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.710.8, from the beginning of any fiscal period after the Closing Date until (i) with respect to a breach of the financial covenant set forth in Section 10.8 that occurs on the date that such financial covenant is triggered, the expiration of the 10th Business Day after such trigger date and (ii) otherwise, the date that is ten (10) consecutive days following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower Holdings or any direct or indirect parent of the Borrower Parent Entity shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower Holdings (or from a contribution to the common equity capital of the BorrowerHoldings) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 10.8 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Total Debt shall be decreased for purposes of determining compliance with Section 10.8 solely to the extent proceeds of the Cure Amount are actually applied to prepay any Revolving Loans prior to the end of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilitiesapplicable fiscal period; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.710.8 (calculated on a Pro Forma Basis), the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 10.8 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two one fiscal quarters quarter in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter10.8; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.710.8.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower Company fails to comply with the requirement of the financial covenant set forth in Section 10.710.11, from after the beginning of any or the relevant fiscal period until the expiration of the 10th Business Day day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measuredmeasured (the “Cure Expiration Date”), any holder of Capital Stock or Stock Equivalents of the Borrower Company or any direct or indirect parent of the Borrower Company shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower Company (or from a contribution to the common equity capital of the BorrowerCompany) to be contributed, directly or indirectly, as cash common equity to the BorrowerCompany, and upon receipt by the Borrower Company of such cash contribution (such cash amount being referred to as the “Cure Amount”) or, if applicable, the Notice of Intent to Cure as set forth below, pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 10.11 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower Company shall then be in compliance with the requirements of the financial covenant set forth in Section 10.710.11, the Borrower Company shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 10.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower Company to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and 10.11, (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.710.11 and (v) there shall be no pro forma reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant in respect of the fiscal period for which the Cure Right is exercised; and (c) neither the Administrative Agent, the Collateral Agent nor any Lender or Secured Party shall exercise any remedy under the Credit Documents or applicable law on the basis of an Event of Default caused by the failure to comply with Section 10.11 until after the Cure Expiration Date and the Company has not exercised the Cure Right (except to the extent that the Borrower Representative has confirmed in writing that it does not intend to exercise the Cure Right). The Company may provide written notice to the Administrative Agent that it intends to exercise the Cure Right (the “Notice of Intent to Cure”) in advance of receipt of the Cure Amount (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable fiscal period, the amount of such net equity proceeds that is designated as the Cure Amount may be lower than specified in the Notice of Intent to Cure to the extent the amount necessary to cure such Event of Default is less than the full amount originally designated). Upon receipt by the Administrative Agent of the Notice of Intent to Cure, the Company shall be deemed to satisfied the requirement of the financial covenant as set forth in clause (b) above; provided that if the Cure Expiration Date has occurred without the Cure Amount having been received and designated, any such Default or Event of Default shall be deemed reinstated. Notwithstanding the foregoing, the Lenders and the LC Issuer shall not be obligated to fund any Loans or honor any Letter of Credit Request until receipt by the Administrative Agent of the Cure Amount.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 118.01 and Section 8.02, in the event that the Borrower fails Loan Parties fail to comply with the requirement requirements of the financial covenant covenants set forth in Section 10.7, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a7.01(a) or and/or Section 7.01 (b) are required to be delivered in respect on the last day of such fiscal period for which such financial covenant is being measuredany month (a “Test Date”), any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) to cure such default during the ten (10) Business Days following the date the Compliance Certificate for such Test Date was required to be delivered (the “Cure Deadline”) by causing cash net equity proceeds derived from an issuance issuing Equity Interests or incurring Indebtedness that is subordinated in right of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory payment to the Administrative Agent) by the Borrower (or from a contribution Obligations on terms acceptable to the common equity capital of Required Lenders and that is otherwise permitted hereunder, in each case, for cash proceeds in an aggregate amount that shall be sufficient to cure such default and be in compliance with Section 7.01(a) or Section 7.01(b), as applicable, as if the cash proceeds from such issuance were in the Borrower) to be contributed, directly or indirectly, ’s possession as cash common equity to the Borrower, and upon of such Test Date. Upon receipt by the Borrower of such cash contribution proceeds from such Equity Interests or subordinated Indebtedness (such cash amount being referred to as the “Cure Amount”) pursuant ), the Borrower shall submit to the exercise of Administrative Agent documentation to effect such Cure Right, such recalculation and the financial covenant covenants set forth in Section 7.01(a) and/or Section 7.01(b) shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA shall be increased, solely for such month (and any twelve-month period that includes such month) and solely for the purpose of determining compliance with the existence of an Event of Default resulting from a breach of the financial applicable covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement7.01(a) and/or Section 7.01(b), Cash shall be increased on a dollar-for-dollar basis by an amount equal to the Cure Amount; (bii) Consolidated First Lien Secured Debt other than as described in this Section 8.04, no Cure Amount shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay used when determining any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness ratio test or other purpose under the Credit Facilitiesthis Agreement; and (ciii) if, after giving effect to the foregoing recalculationscalculations, the Borrower Loan Parties shall then be in compliance with the requirements of the applicable financial covenant covenants set forth in Section 10.77.01(a) and Section 7.01(b), the Borrower Loan Parties shall be deemed to have satisfied the requirements of the applicable financial covenant covenants set forth in Section 10.7 7.01(a) and Section 7.01(b) as of the relevant date of determination Test Date 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 the applicable financial covenants covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that Agreement as of the applicable Test Date and shall be deemed to have never existed. (b) Notwithstanding anything herein to the contrary (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no the Cure Right is mademay not be exercised more than twice in any in consecutive four Fiscal Quarters, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, the Cure Right may be exercised no more than five (5) times, (iii) each the Cure Amount shall be no greater than the amount expected required for purposes of causing the Loan Parties to be required to cause the Borrower to be in compliance comply with the applicable financial covenant as of the relevant Test Date, and (iv) the Cure Amount shall be disregarded for calculating financial covenants for all other purposes of this Agreement. The parties hereby acknowledge that this Section 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.01(a) and/or Section 7.01(b) and shall not result in any adjustment to any amounts other than as provided in this Section 8.04. (c) During the period from the applicable Test Date in which the applicable financial covenants set forth in Section 10.7 for 7.01(a) and/or Section 7.01(b) isare not in compliance through the relevant fiscal quarter; and Cure Deadline, neither the Lenders nor the Agent shall exercise any remedies arising due to failure of the Loan Parties to comply with the requirements of the applicable financial covenants set forth in Section 7.01(a) and/or Section 7.01(b) on the applicable Test Date (iv) all Cure Amounts shall be disregarded for including imposition of the purposes Default Rate, acceleration of the Obligations or termination of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7Commitments).

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11(a) If, in the event that of a breach (or in anticipation of a breach) of paragraph (a) (Leverage Ratio) or paragraph (b) (Interest Coverage Ratio) of Clause 22.2 (Financial Condition), the Borrower fails Company receives the proceeds of New Shareholder Injections or New IHS Shareholder Loans (such proceeds an “Additional Investment”) at any time prior to comply with the requirement date falling 20 Business Days after the final date for delivery of the financial covenant set forth Compliance Certificate in Section 10.7relation to such Relevant Period in respect of which such breach has occurred (or is believed will occur) the Leverage Ratio and Interest Coverage Ratio shall be recalculated as follows: (i) for the calculation of Leverage Ratio, from Net Financial Indebtedness as at the beginning last day of any fiscal period until such Relevant Period shall be deemed to have been reduced by the expiration entire amount of the 10th Business Day following Additional Investment; and (ii) for the date financial statements referred calculation of Interest Coverage Ratio, the total amount of Financial Indebtedness on which Net Cash Finance Interest Adjusted For Leases is calculated in respect of the Relevant Period shall be deemed to in Sections 9.1(ahave been reduced by the entire amount of the Additional Investment, with such adjustments under paragraph (i) or (bii) are required above also to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely apply for the purpose of determining Relevant Periods falling on the existence of an Event of Default resulting from a breach of next three Quarter Dates provided that at the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes relevant time the fiscal quarter for which the Cure Right was exercised and Additional Investment has not already been applied for any other purpose under this Agreement, by an amount equal and remains unspent and not committed to the Cure Amount;be spent in any manner. (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) ifIf, after giving effect to the foregoing recalculationsadjustments referred to in paragraph (a) above, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7paragraphs (a) (Leverage Ratio) and (b) (Interest Coverage Ratio) of Clause 22.2 (Financial Condition) are met, the Borrower requirements of paragraphs (a) ​ ​ (Leverage Ratio) and (b) (Interest Coverage Ratio) of Clause 22.2 (Financial Condition) shall be deemed to have been satisfied the requirements of the financial covenant set forth in Section 10.7 as of at the relevant original date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Finance Documents. (ic) in each period of four consecutive fiscal quarters there The relevant Additional Investment shall be at least two fiscal quarters in which applied solely for the purpose of ascertaining compliance with paragraphs (a) (Leverage Ratio) and (b) (Interest Coverage Ratio) of Clause 22.2 (Financial Condition) and for no Cure Right is made, other reason. (iid) there shall The rights of the Company under paragraph (a) above cannot be a maximum of five Cure Rights made exercised more than four times during the term life of this Agreementthe Facility and, where the Company exercises its rights under paragraph (iiia) each Cure Amount above (a “Cure”), it shall not be no permitted to exercise its rights under paragraph (a) above again during the six Months or in respect of the next two Quarter Dates following the date of exercise of a Cure. (e) If the amount of the Additional Investment is greater than the amount expected required to cure the relevant breach (the “Over-cure Amount”), the Company may elect to apply such Additional Investment towards curing any subsequent breach of paragraphs (a) (Leverage Ratio) and (b) (Interest Coverage Ratio) of Clause 22.2 (Financial Condition) (as applicable), and such aggregate applications shall together be deemed to be required to cause one exercise of the Borrower Company’s rights under paragraph (a) above, provided that such Over-cure Amount has not already been applied for any other purpose and remains unspent and not committed to be spent in compliance any manner. (f) For the six Month period commencing on the later of the date an Additional Investment is made and the date any Over-cure Amount is applied in accordance with this Clause 22.4, no member of the Nigeria Group shall make any Permitted Payment, except a Permitted Payment described in paragraphs (a) or (f) of the definition of “Permitted Payment”. (g) If a financial covenant set forth out in Section 10.7 for Clause 22.2 (Financial Condition) has been breached, but is complied with when tested in the relevant fiscal quarter; and next Relevant Period (ivthe “Second Period”), then, such breach of the financial covenant(s) all Cure Amounts or any Event of Default arising therefrom shall be disregarded deemed to be no longer be outstanding or continuing for the purposes of the Finance Documents, unless the Agent has taken any financial ratio determination, basket determination or other determination under action referred to in Clause 24.20 (Acceleration) before delivery of the Credit Documents other than for determining compliance with Section 10.7Compliance Certificate in respect of the Second Period.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower fails to comply For purposes of determining compliance with the requirement of the financial covenant set forth in Section 10.76.15.2 of this Agreement as of the last day of any Fiscal Quarter (such date the “Testing Date”), from the beginning of any fiscal period Testing Date until the expiration of the 10th thirtieth (30th) Business Day following after the date on which financial statements referred to in Sections 9.1(a) or (b) as of and for the period ending on the Testing Date are required to be delivered under the Credit Documents (the “Required Contribution Date”, and such time period from the Testing Date until the Required Contribution Date, the “Equity Cure Grace Period”), any cash equity contribution made and contributed to the Borrower Representative as an equity contribution in respect of such fiscal period for which such financial covenant is being measuredits existing Equity Interests, any holder of Capital Stock or Stock Equivalents will, at the request of the Borrower or any direct or indirect parent Representative, be included as Net Operating Income in the calculation of the Borrower shall have Consolidated Debt Service Coverage Ratio solely for the right to cure purpose of determining compliance with the financial covenant set forth in Section 6.15.2 for such failure Fiscal Quarter and any subsequent period which includes such Fiscal Quarter (the “Cure Right”); provided, that (a) such proceeds are actually received by causing cash net equity Borrower Representative no later than such Required Contribution Date, (b) such proceeds derived from an issuance of Capital Stock or Stock Equivalents do not exceed the minimum aggregate amount necessary (other than Disqualified Stock, unless reasonably satisfactory by addition to the Administrative AgentNet Operating Income in clause (a) by the Borrower (or from a contribution to the common equity capital of the BorrowerConsolidated Debt Service Coverage Ratio) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) to cause the Borrowers to be in pro forma compliance with the financial covenant set forth in Section 6.15.2 for the relevant Test Period, (c) the Cure Right shall not be exercised more than four times during the term of the Credit Facilities, (d) in each period of four (4) consecutive Fiscal Quarters, there shall be at least two (2) Fiscal Quarters during which the Cure Right is not exercised, (e) 100% of the proceeds of the Specified Equity Contribution shall be prepaid in accordance with Section 2.03.4 (provided that, notwithstanding such prepayment, the corresponding reduction in Loans will not be taken into account for the purposes of determining compliance with Section 6.15.2 for the Fiscal Quarter in which the Specified Equity Contribution is made). If, after giving effect to any Specified Equity Contribution, the Borrowers are in compliance with the financial covenant set forth in Section 6.15.2, the Borrowers shall be deemed to have satisfied the requirements of such Section as of the relevant date of determination, and no Event of Default shall be deemed to have existed at any time with respect to such Section for the relevant Test Period. Specified Equity Contributions shall be counted solely for purposes of compliance with Section 6.15.2, as applicable and shall be disregarded for all other purposes including (A) whether or not Holdings or the Borrowers are in pro forma compliance with financial covenant to determine whether or not an action that is conditioned upon such pro forma compliance may be taken by Holdings or any of its Subsidiaries or (B) for any other purpose under this Agreement. Unless the Borrower Representative notifies the Administrative Agent in writing that it does not intend to exercise the Cure Right, during the Equity Cure Grace Period no Lender Party shall accelerate the Obligations or exercise any rights or remedies against the Loan Parties or against the Collateral solely as a result of any failure to comply with the financial covenant set forth in Section 6.15.2, unless such failure is not cured pursuant to the exercise of the Cure Right during the Equity Cure Grace Period; provided, however, that (i) such Cure Right, such financial covenant standstill period shall be recalculated giving effect solely with respect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised 6.15.2, and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (bii) Consolidated First Lien Secured Debt no Lender shall be decreased solely required to the extent proceeds of the Cure Amount are actually applied to prepay fund any of Loan or other advance under the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Equity Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7Grace Period.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 11‎Section 8.01, in but subject to ‎Section 8.03(b), solely for the event that the Borrower fails to comply with the requirement purpose of determining whether an Event of Default has occurred under the financial covenant set forth in Section 10.7, from 6.08 (the beginning “Financial Covenant”) as of the end of and for any Test Period ending on the last day of any fiscal period until quarter with respect to which such Financial Covenant is tested (such fiscal quarter, a “Cure Quarter”), the expiration then existing direct or indirect equity holders of Holdings shall have the right to make an equity investment, directly or indirectly (which, if an equity contribution, shall not be Disqualified Capital Stock, or which shall otherwise be in form reasonably acceptable to the Administrative Agent), in Holdings in cash, which Holdings shall contribute at any time after the commencement of the 10th applicable fiscal quarter and, directly or indirectly, to the Borrower in cash (which, if an equity contribution, shall not be Disqualified Capital Stock or shall otherwise be in form reasonably acceptable to the Administrative Agent) on or prior to the fifteenth Business Day following after the date on which financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in pursuant to ‎Section 5.01(a) or ‎(b), as applicable, with respect to such Cure Quarter or the fiscal year ending on the last day of such fiscal period for which such financial covenant is being measuredCure Quarter, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure as applicable (the “Cure RightExpiration Date”) ), and such cash will, if so designated by causing cash net equity proceeds derived from an issuance Holdings, be included in the calculation of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to Consolidated EBITDA for purposes of determining compliance with the Administrative Agent) by the Borrower (or from a contribution to the common equity capital Financial Covenant as of the Borrower) to be contributed, directly or indirectly, as cash common equity to end of and for the Borrower, and upon receipt by Test Period ending on the Borrower last day of such cash Cure Quarter and any Test Periods ending on the last day of any of the subsequent three fiscal quarters (any such equity contribution (so included in the calculation of Consolidated EBITDA, a “Cure Contribution,” and the amount of such cash amount being referred to as Cure Contribution, the “Cure Amount”) ); provided that such Cure Contribution is Not Otherwise Applied (other than, for the avoidance of doubt, pursuant to the exercise of such this Section 8.03(a)). All Cure Right, such financial covenant Contributions shall be recalculated giving effect to disregarded for all purposes of this Agreement other than inclusion in the following pro forma adjustments: (a) calculation of Consolidated EBITDA shall be increased, solely for the purpose of determining compliance with the existence of an Event of Default resulting from a breach Financial Covenant as of the financial covenant set forth in Section 10.7 end of and for the Test Period ending on the last day of such Cure Quarter and any Test Periods ending on the last day of any of the subsequent three fiscal quarters, including being disregarded for purposes of the determination of the Cumulative Amount and all components thereof and any baskets or other ratios with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any covenants contained in ‎Article VI (other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there than Section 6.08). There shall be no pro forma reduction in Consolidated Total Funded Indebtedness (by netting or otherwise) with the proceeds of the any Cure Amount Contribution for determining compliance with the financial covenant set forth Financial Covenant under Section 6.08 as of and for the Test Period ending on the last day of the Cure Quarter; provided that such Cure Contribution shall reduce Consolidated Total Funded Indebtedness in Section 10.7 unless such proceeds are actually applied future fiscal quarters to the extent used to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect any applicable Indebtedness. Notwithstanding anything to the foregoing recalculationscontrary contained in ‎Section 8.01, (A) upon receipt of the Cure Amount by Holdings (and the subsequent contribution or on-lending in cash to a Credit Party (which, if an equity contribution, shall not be Disqualified Capital Stock in such Credit Party)) in at least the amount necessary to cause the Borrower shall then to be in compliance with the requirements Financial Covenant as of the financial covenant set forth in Section 10.7end of and for the Test Period ending on the last day of such Cure Quarter, the Borrower Financial Covenant under Section 6.08 shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 and complied with as of the relevant date end of determination and for such Test Period with the same effect as though there had been no failure to comply therewith at such datewith the Financial Covenant under Section 6.08, and any Default or Event of Default related to any failure to comply with the applicable breach or default of such financial covenants that had occurred Financial Covenant shall be deemed cured not to have occurred for the purposes of this Agreement; provided that the Loan Documents, and (B) upon receipt by the Administrative Agent of a notice from the Borrower (“Notice of Intent to Cure”) and through the Cure Expiration Date, (i) in each period no Default or Event of four consecutive fiscal quarters there Default shall be at least two fiscal quarters in which no deemed to have occurred on the basis of any failure to comply with the Financial Covenant unless such failure is not cured by the making of a Cure Right is madeContribution on or prior to the Cure Expiration Date, (ii) there no Lender or Issuing Bank shall be obligated to extend new Revolving Loans or issue and/or renew Letters of Credit if a maximum Cure Contribution is not made prior to the Cure Expiration Date (provided that Lenders and Issuing Banks may, in their sole discretion, elect to continue to extend such Revolving Loans or issue and/or renew Letters of Credit after the date by which financial statements shall have been required to have been delivered and prior to such Cure Contribution having been made), (iii) none of the Administrative Agent, the Collateral Agent or any Lender shall exercise any of the remedial rights otherwise available to it upon an Event of Default, including the right to accelerate the Loans, to terminate Commitments or to foreclose on the Collateral solely on the basis of an Event of Default having occurred or purportedly occurred as a result of a violation of Section 6.08, unless the Cure Contribution is not made on or before the Cure Expiration Date and (iv) if the Cure Contribution is not made on or before the Cure Expiration Date, such Event of Default or potential Event of Default shall spring into existence after such time. (b) There shall (i) be no more than five Cure Rights Contributions made during the term of this Agreement, Agreement and (iiiii) each no more than two Cure Amount Contributions made during any four consecutive fiscal quarters. No Cure Contribution shall be no any greater than the minimum amount expected to be required to cause for the Borrower to be in compliance with the financial covenant set forth Financial Covenant in Section 10.7 the applicable Cure Quarter including, without limitation, for the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for the purposes of calculating any financial ratio determination, basket determination or other determination under amounts to be added back to Consolidated EBITDA pursuant to clause (o) of the Credit Documents other than for determining compliance with Section 10.7definition thereof.

Equity Cure. Unless otherwise agreed by the Required Covenant Lenders: (a) Notwithstanding anything to the contrary contained in this Section 117.01, in the event that the Parent Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.76.11 as of the end of any relevant fiscal quarter, from at any time after the beginning of any such fiscal period until quarter and prior to the expiration of day that is ten (10) Business Days (the 10th Business Day following “Cure Period”) after the date day on which financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of for such fiscal period for which such financial covenant is being measuredquarter hereunder, any holder of Capital Stock or Stock Equivalents of the Borrower Holdings or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower Permitted Investor (or from any other Person so long as no Change of Control results therefrom) may make a contribution to the common equity capital of the Borrower) to be contributedSpecified Equity Contribution, directly or indirectly, as cash common equity to the Parent Borrower, and upon receipt by the Parent Borrower may, at the election of such cash contribution the Borrowers, apply the amount (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 net cash proceeds thereof to increase EBITDA of the Parent Borrower with respect to any period of four consecutive fiscal quarters that includes the such fiscal quarter and all subsequent periods that include such fiscal quarter; provided that such net cash proceeds (i) are actually received Parent Borrower as common equity 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) are Not Otherwise Applied. The parties hereby acknowledge that this Section 7.02 may not be relied on for which purposes of calculating any financial ratios other than as applicable to Section 6.11 and shall not result in any adjustment to any amounts other than the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied EBITDA referred to prepay any of in the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) ifimmediately preceding sentence. If, after giving effect to the foregoing recalculationsincrease in EBITDA as a result of the Cure Amount, the Borrower shall then be in compliance with the requirements of Section 6.11 shall be satisfied, then the financial covenant set forth in requirements of such Section 10.7, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the end of the relevant date of determination fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants Section that had occurred (and any resultant Event of Default or potential Event of Default) shall be deemed cured retroactively not to have occurred for all purposes of the Loan Documents. The Parent Borrower shall have the right at any time during the Cure Period to give the Administrative Agent notice from a Responsible Officer that it intends to make a Specified Equity Contribution (a “Notice of Intent to Cure”) which shall include a representation stating the expected date of the Specified Equity Contribution and the proposed source of funds (or otherwise be in a form reasonably satisfactory to the Administrative Agent). Upon the delivery by the Parent Borrower of a Notice of Intent to Cure, any resultant Event of Default or potential Event of Default shall be deemed retroactively not to have occurred for purposes of this Agreement; provided, however, that the Borrowers shall not be permitted to borrow Revolving Loans or Swingline Loans or issue Letters of Credit until such Specified Equity Contribution has been made and the requirements of Section 6.11 are satisfied; provided further that if the Specified Equity Contribution is not made before the expiration of the Cure Period, such Event of Default or potential Event of Default shall be deemed reinstated and the Borrowers shall not be permitted to incur Revolving Loans or Swingline Loans or issue Letters of Credit as otherwise provided under this sentence. Neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, the Collateral 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 the Loan Documents or applicable law prior to the expiration of the Cure Period solely on the basis of an Event of Default having occurred and being continuing under Section 6.11. (i) in In each period of four consecutive fiscal quarters quarters, there shall be at least two fiscal quarters in which no Cure Right Specified Equity Contribution is made, (ii) there no more than five Specified Equity Contributions shall be a maximum of five Cure Rights made in the aggregate during the term of this Agreement, (iii) each Cure Amount the amount of any Specified Equity Contribution shall be no greater more than the amount expected to be required to cause the Borrower Borrowers to be in compliance with the financial covenant set forth in Section 10.7 6.11 for the relevant fiscal quarter; any applicable period and (iv) all Cure Amounts there shall be disregarded for no pro forma reduction in Indebtedness (including as a result of netting) with the purposes proceeds of any financial ratio determination, basket determination or other determination under the Credit Documents other than Specified Equity Contribution for determining compliance with Section 10.76.11 for the fiscal quarter in which the Specified Equity Contribution is made (it being understood and agreed that actual reductions in Indebtedness with the proceeds of any Specified Equity Contributions may be given effect for the fiscal quarters in which such reductions occur for purposes of determining compliance with Section 6.11).

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11(a) If, in the event that of a breach (or in anticipation of a breach) of paragraph (a) (Leverage Ratio) or paragraph (b) (Interest Coverage Ratio) of Clause 22.2 (Financial Condition), the Borrower fails Company receives the proceeds of New Shareholder Injections or New IHS Shareholder Loans (such proceeds an “Additional Investment”) at any time prior to comply with the requirement date falling 20 Business Days after the final date for delivery of the financial covenant set forth Compliance Certificate in Section 10.7relation to such Relevant Period in respect of which such breach has occurred (or is believed will occur) the Leverage Ratio and Interest Coverage Ratio shall be recalculated as follows: (i) for the calculation of Leverage Ratio, from Net Financial Indebtedness as at the beginning last day of any fiscal period until such Relevant Period shall be deemed to have been reduced by the expiration entire amount of the 10th Business Day following Additional Investment; and (ii) for the date financial statements referred calculation of Interest Coverage Ratio, the total amount of Financial Indebtedness on which Net Cash Finance Interest Adjusted For Leases is calculated in respect of the Relevant Period shall be deemed to in Sections 9.1(ahave been reduced by the entire amount of the Additional Investment, with such adjustments under paragraph (i) or (bii) are required above also to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely apply for the purpose of determining Relevant Periods falling on the existence of an Event of Default resulting from a breach of next three Quarter Dates provided that at the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes relevant time the fiscal quarter for which the Cure Right was exercised and Additional Investment has not already been applied for any other purpose under this Agreement, by an amount equal and remains unspent and not committed to the Cure Amount;be spent in any manner. (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) ifIf, after giving effect to the foregoing recalculationsadjustments referred to in paragraph (a) above, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7paragraphs (a) (Leverage Ratio) and (b) (Interest Coverage Ratio) of Clause 22.2 (Financial Condition) are met, the Borrower requirements of paragraphs (a) ​ (Leverage Ratio) and (b) (Interest Coverage Ratio) of Clause 22.2 (Financial Condition) shall be deemed to have been satisfied the requirements of the financial covenant set forth in Section 10.7 as of at the relevant original date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Finance Documents. (ic) in each period of four consecutive fiscal quarters there The relevant Additional Investment shall be at least two fiscal quarters in which applied solely for the purpose of ascertaining compliance with paragraphs (a) (Leverage Ratio) and (b) (Interest Coverage Ratio) of Clause 22.2 (Financial Condition) and for no Cure Right is made, other reason. (iid) there shall The rights of the Company under paragraph (a) above cannot be a maximum of five Cure Rights made exercised more than four times during the term life of this Agreementthe Facility and, where the Company exercises its rights under paragraph (iiia) each Cure Amount above (a “Cure”), it shall not be no permitted to exercise its rights under paragraph (a) above again during the six Months or in respect of the next two Quarter Dates following the date of exercise of a Cure. (e) If the amount of the Additional Investment is greater than the amount expected required to cure the relevant breach (the “Over-cure Amount”), the Company may elect to apply such Additional Investment towards curing any subsequent breach of paragraphs (a) (Leverage Ratio) and (b) (Interest Coverage Ratio) of Clause 22.2 (Financial Condition) (as applicable), and such aggregate applications shall together be deemed to be required to cause one exercise of the Borrower Company’s rights under paragraph (a) above, provided that such Over-cure Amount has not already been applied for any other purpose and remains unspent and not committed to be spent in compliance any manner. (f) For the six Month period commencing on the later of the date an Additional Investment is made and the date any Over-cure Amount is applied in accordance with this Clause 22.4, no member of the Nigeria Group shall make any Permitted Payment, except a Permitted Payment described in paragraphs (a) or (f) of the definition of “Permitted Payment”. (g) If a financial covenant set forth out in Section 10.7 for Clause 22.2 (Financial Condition) has been breached, but is complied with when tested in the relevant fiscal quarter; and next Relevant Period (ivthe “Second Period”), then, such breach of the financial covenant(s) all Cure Amounts or any Event of Default arising therefrom shall be disregarded deemed to be no longer be outstanding or continuing for the purposes of the Finance Documents, unless the Agent has taken any financial ratio determination, basket determination or other determination under action referred to in Clause 24.20 (Acceleration) before delivery of the Credit Documents other than for determining compliance with Section 10.7Compliance Certificate in respect of the Second Period.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11(a) If, in the event that of a breach (or in anticipation of a breach) of paragraph (a) (Leverage Ratio) or paragraph (b) (Interest Coverage Ratio) of Clause 22.2 (Financial Condition), the Borrower fails Company receives the proceeds of New Shareholder Injections or New IHS Shareholder Loans (such proceeds an “Additional Investment”) at any time prior to comply with the requirement date falling 20 Business Days after the final date for delivery of the financial covenant set forth Compliance Certificate in Section 10.7relation to such Relevant Period in respect of which such breach has occurred (or is believed will occur) the Leverage Ratio and Interest Coverage Ratio shall be recalculated as follows: (i) for the calculation of Leverage Ratio, from Net Financial Indebtedness as at the beginning last day of any fiscal period until such Relevant Period shall be deemed to have been reduced by the expiration entire amount of the 10th Business Day following Additional Investment; and (ii) for the date financial statements referred calculation of Interest Coverage Ratio, the total amount of Financial Indebtedness on which Net Cash Finance Interest Adjusted For Leases is calculated in respect of the Relevant Period shall be deemed to in Sections 9.1(ahave been reduced by the entire amount of the Additional Investment, with such adjustments under paragraph (i) or (bii) are required above also to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely apply for the purpose of determining Relevant Periods falling on the existence of an Event of Default resulting from a breach of next three Quarter Dates provided that at the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes relevant time the fiscal quarter for which the Cure Right was exercised and Additional Investment has not already been applied for any other purpose under this Agreement, by an amount equal and remains unspent and not committed to the Cure Amount;be spent in any manner. (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) ifIf, after giving effect to the foregoing recalculationsadjustments referred to in paragraph (a) above, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7paragraphs (a) (Leverage Ratio) and (b) (Interest Coverage Ratio) of Clause 22.2 (Financial Condition) are met, the Borrower requirements of paragraphs (a) (Leverage Ratio) and (b) (Interest Coverage Ratio) of Clause 22.2 (Financial Condition) shall be deemed to have been satisfied the requirements of the financial covenant set forth in Section 10.7 as of at the relevant original date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Finance Documents. (ic) in each period of four consecutive fiscal quarters there The relevant Additional Investment shall be at least two fiscal quarters in which applied solely for the purpose of ascertaining compliance with paragraphs (a) (Leverage Ratio) and (b) (Interest Coverage Ratio) of Clause 22.2 (Financial Condition) and for no Cure Right is made, other reason. (iid) there shall The rights of the Company under paragraph (a) above cannot be a maximum of five Cure Rights made exercised more than four times during the term life of this Agreementthe Facility and, where the Company exercises its rights under paragraph (iiia) each Cure Amount above (a “Cure”), it shall not be no permitted to exercise its rights under paragraph (a) above again during the six Months or in respect of the next two Quarter Dates following the date of exercise of a Cure. (e) If the amount of the Additional Investment is greater than the amount expected required to cure the relevant breach (the “Over-cure Amount”), the Company may elect to apply such Additional Investment towards curing any subsequent breach of paragraphs (a) (Leverage Ratio) and (b) (Interest Coverage Ratio) of Clause 22.2 (Financial Condition) (as applicable), and such aggregate applications shall together be deemed to be required to cause one exercise of the Borrower Company’s rights under paragraph (a) above, provided that ​ ​ such Over-cure Amount has not already been applied for any other purpose and remains unspent and not committed to be spent in compliance any manner. (f) For the six Month period commencing on the later of the date an Additional Investment is made and the date any Over-cure Amount is applied in accordance with this Clause 22.4, no member of the Nigeria Group shall make any Permitted Payment, except a Permitted Payment described in paragraphs (a) or (f) of the definition of “Permitted Payment”. (g) If a financial covenant set forth out in Section 10.7 for Clause 22.2 (Financial Condition) has been breached, but is complied with when tested in the relevant fiscal quarter; and next Relevant Period (ivthe “Second Period”), then, such breach of the financial covenant(s) all Cure Amounts or any Event of Default arising therefrom shall be disregarded deemed to be no longer be outstanding or continuing for the purposes of the Finance Documents, unless the Agent has taken any financial ratio determination, basket determination or other determination under action referred to in Clause 24.20 (Acceleration) before delivery of the Credit Documents other than for determining compliance with Section 10.7Compliance Certificate in respect of the Second Period.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning end of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter10.7; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7.

Equity Cure. Notwithstanding anything to (a) If any of the contrary contained in this Section 11, in the event that the Borrower fails to comply with the requirement requirements of the financial covenant set forth covenants in Section 10.7Clause 22.2 (Financial condition) are not complied with (or would but for this Clause 22.4 not be complied with) in respect of a Relevant Period (a “Breach Period”), from but after the beginning expiry of any fiscal period until the expiration of the 10th Business Day following such Breach Period and on or prior to the date financial statements referred falling 20 Business Days after the date on which the Compliance Certificate relating to in Sections 9.1(athe relevant Quarterly Financial Statements and/or Annual Financial Statements (as applicable) or (b) are required for a period ending on the last day of that Relevant Period is due to be delivered in respect to the Facility Agent under paragraph (a) of such fiscal period for which such financial covenant is being measured, any holder Clause 21.2 (Provision and contents of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure Compliance Certificate) (the “Cure RightDate”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory a New Shareholder Injection is made available to the Administrative Agent) Borrower (the proceeds of such New Shareholder Injection so received by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributedin cash, directly or indirectlyafter deducting all fees, as cash common equity to the Borrowercosts, and upon receipt by the Borrower of such cash contribution (such cash amount expenses and/or Taxes incurred therewith, being referred to as the “Cure Amount”) pursuant to which cures the exercise breach of such Cure Rightrequirements under Clause 22.2 (Financial condition) for such Breach Period, then such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower shall be deemed to have been satisfied as at the requirements of the financial covenant set forth in Section 10.7 as of the relevant original date of determination with the same effect of such financial covenants for such Breach Period as though there had been no failure to comply therewith at such date, and the applicable breach or default of with such financial covenants that had occurred for such Breach Period and any Default or Event of Default occasioned thereby shall be deemed cured to have been remedied for all purposes under the Finance Documents. (b) Paragraph (a) above will only apply in respect of a Breach Period if each of the following conditions is satisfied: (i) the Borrower delivers to the Facility Agent a certificate within 20 Business Days after the date on which the relevant Compliance Certificate referred to in paragraph (a) above was due to be delivered in respect of such Breach Period electing to apply the amount of such Cure Amount so received by the Borrower in accordance with paragraph (c) below for that Breach Period; (ii) such certificate certifies the aggregate amount of such Cure Amount so received by the Borrower, and is signed by the Chief Financial Officer or a director of the Borrower; (iii) such certificate shall be accompanied by a revised Compliance Certificate in respect of such Breach Period setting out calculations in reasonable detail indicating compliance with the financial covenants in Clause 22.2 (Financial condition) in respect of such Breach Period after taking into account the amount of such Cure Amount so received and the effect of paragraph (c); (iv) the Borrower may not make any such election: (A) more than once in respect of any Relevant Period; (B) more than four times over the life of the Facility; or (C) in respect of consecutive Relevant Periods; (v) the Borrower may only elect to apply such Cure Amount as contemplated in this Clause 22.4 to the extent that (A) but for such application, the Borrower would have remained in non-compliance with Clause 22.2 (Financial condition) in respect of such Breach Period and (B) such Cure Amount (the subject of such election) shall be disregarded and not treated as New Shareholder Injections for all other purposes of the Finance Documents; and (vi) such Cure Amount must be received in cash by the Borrower and 100% of such Cure Amount must be paid to the Facility Agent on or before such Cure Date to be applied in prepayment and cancellation of the Facility in the order set out in paragraph (a) of Clause 8.6 (Application of mandatory prepayments and cancellations). (c) The Borrower may only elect to apply the amount of such Cure Amount towards curing the non-compliance of the financial covenants under Clause 22.2 (Financial condition) in respect of such Breach Period by (and only by): (i) for the purposes of this Agreementre-calculating Adjusted Leverage, deducting such amount of such Cure Amount from Total Net Debt as at the last day of such Breach Period; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, or (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for the purposes of re-calculating the Liabilities to Assets Ratio, deducting such amount of such Cure Amount from Total Liabilities as at the last day of such Breach Period, and, in each case, solely for the purposes of ascertaining compliance such financial covenants in respect of such Breach Period (as re-calculated) and not for the purposes of determining the amount of any financial ratio determination, basket determination Permitted Distribution or the amount of any prepayment of the Loan required to be made under Clause 8.1 (Exit and Flotation) or any other determination permission or usage under or in respect of the Credit Finance Documents or any other than for determining compliance with Section 10.7purpose.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11(a) If, in the event that the Borrower fails to comply with the requirement of the financial covenant set forth a breach (or in Section 10.7, from the beginning anticipation of any fiscal period until the expiration a breach) of the 10th Business Day following the date financial statements referred to in Sections 9.1(aparagraph (a) or (Interest Cover Ratio) and/or paragraph (b) are required (Leverage Ratio) of Clause 25.2 (Financial Condition), the Company receives the proceeds of New Shareholder Injections or Company Shareholder Loans (such proceeds an “Additional Investment”) at any time prior to be delivered the date falling 20 Business Days after the final date for delivery of the Compliance Certificate in relation to such Relevant Period in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower breach has occurred (or from a contribution to the common equity capital of the Borrower) to be contributedis believed will occur), directly or indirectly, as cash common equity to the Borrower, Interest Cover Ratio and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant Leverage Ratio shall be recalculated giving effect to the following pro forma adjustmentsas follows: (ai) Consolidated EBITDA for the calculation of Interest Cover Ratio, the total amount of Financial Indebtedness on which “Net Cash Finance Interest Adjusted For Leases” ​ is calculated in respect of the Relevant Period shall be increased, solely deemed to have been reduced by the entire amount of the Additional Investment; and/or (ii) for the purpose calculation of determining Leverage Ratio, “Net Financial Indebtedness” as at the existence last day of an Event of Default resulting from a breach such Relevant Period shall be deemed to have been reduced by the entire amount of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;Additional Investment. (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) ifIf, after giving effect to the foregoing recalculationsadjustments referred to in paragraph (a) above, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7paragraphs (a) (Interest Cover Ratio) and/or (b) (Leverage Ratio) of Clause 25.2 (Financial Condition) are met, the Borrower requirements of paragraphs (a) (Interest Cover Ratio) and/or (b) (Leverage Ratio) of Clause 25.2 (Financial Condition) shall be deemed to have been satisfied the requirements of the financial covenant set forth in Section 10.7 as of at the relevant original date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Finance Documents. (ic) in each period of four consecutive fiscal quarters there The relevant Additional Investment shall be at least two fiscal quarters in which applied solely for the purpose of ascertaining compliance with paragraphs (a) (Interest Cover Ratio) and/or (b) (Leverage Ratio) of Clause 25.2 (Financial Condition) and for no Cure Right is made, other reason. (iid) there shall The rights of the Company under paragraph (a) above cannot be a maximum of five Cure Rights made exercised more than four times during the term life of this Agreementthe Facilities and, where the Company exercises its rights under paragraph (iiia) each Cure Amount above (a “Cure”), it shall not be no permitted to exercise its rights under paragraph (a) above again during the six Months in respect of the next two Quarter Dates following the date of exercise of a Cure. (e) If the amount of the Additional Investment is greater than the amount expected required to cure the relevant breach (such excess being the “Over-cure Amount”), the Company may elect to apply all or part of such Over-cure Amount towards curing any subsequent breach of paragraphs (a) (Interest Cover Ratio) and/or (b) (Leverage Ratio) of Clause 25.2 (Financial Condition) (as applicable), and such application shall (together with the rest of the Additional Investment) be deemed to be required to cause one exercise of the Borrower Company’s rights under paragraph (a) above, provided that such Over-cure Amount has not already been applied for any other purpose and remains unspent and held with an Acceptable Bank and not committed to be spent in compliance any manner. For the avoidance of doubt, Over-Cure Amounts are subject to the restriction in paragraph (d) above. (f) For the six-Month period commencing on the later of the date on which the proceeds of an Additional Investment are received by the Company and the date any Over-cure Amount is applied in accordance with this Clause 25.4, the financial covenant set forth in Section 10.7 for Company shall not pay any dividend or other distribution to its shareholders and/or the person that provided the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7Additional Investment.