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 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 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 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 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. 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 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. (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. 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 10.7Financial 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. 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 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. (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. 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. (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 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. (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. 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 11, in the event that the Borrower fails to comply with the requirement (a) The Company may cure or prevent a breach or anticipated breach 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 Financial Covenant (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 a “Cure RightCure”) by causing receiving cash net equity proceeds derived from an issuance by way of Capital Stock or Stock Equivalents New Shareholder Injection (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 within twenty (20) Business Days of the latest date on which the relevant Compliance Certificate is required to be delivered 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;Agent. (b) Consolidated First Lien Secured Debt If the Company exercises a Cure, the Financial Covenant shall be decreased solely to tested or, as applicable, re-tested as at the extent proceeds relevant Quarter Date but on a pro forma basis by: (i) reducing Total Net Debt by the amount of New Shareholder Injections provided; or (ii) not more than once during the life of the Cure Amount are actually applied to prepay any Facilities, by increasing Adjusted EBITDA by the amount 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; andNew Shareholder Injections. (c) ifIn the case of paragraph (b)(ii) above, such New Shareholder Injections will be included (on a pro forma basis) in the calculation of Adjusted EBITDA for any Relevant Period which includes the last Quarter Date of the Relevant Period in which the breach occurred or would have occurred. (d) If, after giving effect to the foregoing recalculationssuch adjustment, the Borrower shall then be Company is in compliance with the requirements of the financial covenant set forth in Section 10.7Financial Covenant, the Borrower Company shall be deemed to have satisfied such requirements. For the requirements avoidance of doubt, during 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 datetwenty (20) Business Day period within which a Cure may be exercised, 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 no Default shall have occurred as a result of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, a breach (or potential breach) of the Financial Covenant (ii) there the Agent shall not be permitted to accelerate the Facilities or call an Event of Default as a maximum result of five a breach (or potential breach) of the Financial Covenant. (e) The effect of any Cure Rights made during will only apply in the term calculation of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected levels of Total Leverage Ratio when used to be required to cause the Borrower to be in determine compliance with the financial covenant condition set forth out in Section 10.7 for Clause 26.2 (Financial Condition) to the relevant fiscal quarter; and exclusion of the levels of financial ratios when used elsewhere in the Finance Documents. (ivf) all The Company may not exercise a Cure in respect of two (2) consecutive Relevant Periods or more than four (4) times in aggregate over the life of the Facilities. Cure Amounts shall not be required to be applied in prepayment of the Facilities. For the avoidance of doubt, overfunding of Cure Amounts shall be disregarded permitted other than in the case of paragraph (b)(ii) above. (g) If the Financial Covenant is breached, but is complied with on the immediately next Testing Date, then that earlier breach shall be deemed to be cured for the all purposes of any financial ratio determinationthe Finance Documents. This provision shall not restrict the Agent’s rights (acting on the instructions of the Majority Lenders unless it is not practicable to do so) to accelerate in respect of that breach prior to that subsequent Testing Date and if notice of acceleration is validly given prior to that subsequent test, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7this deemed cure shall not apply.

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 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 Letter of Credit 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. 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 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. 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. (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. (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 (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 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) provided that no such reduction and/or cancellation shall be required to be delivered in respect of such fiscal period Commitments under the Facility for which any amounts of any New Investment applied in accordance with clause 24.5(b) (Equity Cure) of the SSRCF. (c) In recalculating the Drawn Gross Leverage Ratio for that Relevant Period pursuant to paragraph (a) above, the net cash proceeds of 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 (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 11Article 11 or in any Credit Document, in the event that the Borrower fails to comply with the requirement requirements of the financial covenant set forth in Section 10.710.11(a) or Section 10.11(b), from then (A) at any time after the beginning of such fiscal quarter (but, in any fiscal period event, after the Effective Date) until the expiration of the 10th tenth Business Day following subsequent to the date financial statements referred the compliance certificate for calculating the Consolidated Total Debt to in Sections 9.1(a) or (b) are EBITDAX Ratio and/or the Consolidated Current 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 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 any applicable Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA EBITDAX and/or Consolidated Current Assets, as specified by the Borrower, 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 applicable Financial Performance Covenant with respect to (A) in the case of an increase in Consolidated EBITDAX, any period of four consecutive fiscal quarters Test Period that includes the fiscal quarter for which the Cure Right was exercised and (B) in the case of an increase in Consolidated Current Assets, the Test Period then ending and, in all cases, 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 (cii) if, after giving effect to the foregoing recalculationsrecalculations (without giving effect to any repayment of any Indebtedness with any portion of the Cure Amount or any portion of the Cure Amount on the balance sheet of Holdings and the Restricted Subsidiaries, in each case, with respect to such fiscal quarter only), the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7applicable Financial Performance Covenants, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 such 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 any such financial covenants Financial Performance Covenant 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 four 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 any such applicable Financial Performance Covenant above (such amount, the financial covenant set forth in Section 10.7 “Necessary Cure Amount”; it being understood that, for the relevant avoidance of doubt, the Necessary Cure Amount required to cure the two separate Financial Performance Covenants in respect of a fiscal quarter may differ); provided that if the Cure Right is exercised prior to the date financial 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 good faith that is required for purposes of complying with the applicable Financial Performance Covenants for such fiscal quarter (such amount, the “Expected Cure Amount”), (D) with respect to an increase of Consolidated EBITDAX, 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 such 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 applicable Financial Performance Covenants, (E) with respect to an increase in Consolidated Current Assets, in respect of the fiscal quarter in which such Cure Right was exercised, all such Cure Amounts shall be disregarded for the purposes of any financial ratio determination under the Credit Documents other than for determining compliance with the applicable Financial Performance Covenants, (F) 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 (G) no amounts received pursuant to any exercise of the Cure Right shall be applied to reduce the Indebtedness of the Borrower and the Restricted Subsidiaries on a Pro Forma Basis for purposes of determining compliance with the Financial Performance Covenants for the fiscal quarter in which such Cure Right was made (provided that to the extent such amounts are actually applied to prepay Indebtedness, such reduction may be given effect in determining compliance with the Financial Performance Covenants for fiscal quarters after the fiscal quarter in which such Cure Right was made); and (iii) 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 applicable 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 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 (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 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 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 10.7theeither Financial 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 thesuch Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: : (ai) Consolidated EBITDA EBITDAX or Current Assets, as applicable, 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 thesuch 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 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 10.7theeach Financial Performance Covenant, 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.-169- 727670773 12335469

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11(i) If, in respect of any Test Period (the event that “First Relevant Test Period”), the Borrower fails to comply with the requirement Borrowers are in breach of the financial covenant any obligation 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(aclause (a)(i) or (ba)(iii) are (each, an “EBITDA Based Financial Covenant”), then the Borrowers may, within 10 days of the earlier of (x) the date of delivery of the Compliance Certificate or (y) the date on which the Compliance Certificate was required to be delivered in respect of (the “EBITDA Based Financial Covenant Cure Expiration Date”) relating to such fiscal period for which such financial covenant is being measuredFirst Relevant Test Period, any holder of Capital Stock or Stock Equivalents procure the contribution of the net proceeds in cash by way of New Company Injection(s) to the Parent (which shall substantially contemporaneously contribute (directly or indirectly) such net proceeds to the Swedish Borrower) (such net proceeds being a “Equity Based Financial Covenant Equity Cure Amount” and such contribution being an “EBITDA Based Financial Covenant Equity Cure”) which, subject to the conditions in clause (iii) below and provided that (1) the Swedish Borrower or any direct or indirect parent of notifies the Administrative Agent that the Swedish Borrower has received the EBITDA Based Financial Covenant Equity Cure Amount and (2) the Swedish Borrower has received such New Company Injection(s), then such EBITDA Based Financial Covenant Equity Cure Amount 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 effect that applicable EBITDA Based Financial Covenant in breach will 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 calculated giving effect to the following pro forma adjustments: (aA) Consolidated EBITDA shall be increasedin the case of clause (a)(iii), 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 calculating Specified Total Net Leverage Ratio under this Agreementclause (a)(iii), by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Specified Total Net Debt shall be decreased solely reduced and recalculated assuming that the EBITDA Based Financial Covenant Equity Cure Amount had been contributed and applied prior to the extent proceeds last day of the Cure Amount are actually applied First Relevant Period but not to prepay any exceed the amount necessary to cure the breach 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 Facilitiesclause (a)(iii); and (cB) ifin the case of clause (a)(i), after for the purpose of calculating Consolidated EBITDA solely for purposes of clause (a)(i), and not for purposes of the determination of the Specified Total Net Leverage Ratio under clause (a)(iii), the EBITDA Based Financial Covenant Equity Cure Amount shall be added to Consolidated EBITDA for the First Relevant Period (and any subsequent Test Period including the relevant fiscal quarter), but not to exceed the amount necessary to cure the breach of clause (a)(i), and compliance with the applicable EBITDA Based Financial Covenants will be determined by reference to the recalculations (or calculations) described above. (ii) If the Borrowers are in breach of any obligation set forth in clause (a)(ii) at any time (the “Liquidity Based Financial Covenant” and, together with the EBITDA Based Financial Covenants, collectively, the “Financial Covenants”), then the Borrowers may, within 10 days of the earliest of (w) the date the notice of the breach (or prospective breach) is provided under Section 6.03(f) or (g), (x) the date on which the notice of the breach (or prospective breach) is required to be provided under Section 6.03(f) or (g), (y) the date of delivery of the Liquidity Report pursuant to Section 6.02(h) demonstrating such breach and (z) the date on which the Liquidity Report for the applicable fiscal month in which such breach occurred was required to be delivered pursuant to Section 6.02(h) (the “Liquidity Covenant Cure Expiration Date” and, together with the EBITDA Based Financial Covenant Cure Expiration Date, collectively, the “Cure Expiration Date”), procure the contribution of the net proceeds in cash by way of New Company Injection(s) to the Parent (which shall substantially contemporaneously contribute (directly or indirectly) such net proceeds to the Swedish Borrower) (such net proceeds being a “Liquidity Covenant Equity Cure Amount” and, together with the EBITDA Based Financial Covenant Equity Cure Amount, collectively, the “Equity Cure Amount”; such contribution being an “Liquidity Covenant Equity Cure” and, together with the EBTIDA Based IF "1" = "1" "#4875-2924-7575v15" "" #4875-2924-7575v15 AMERICAS 120585256 Financial Covenant Equity Cure, collectively, the “Equity Cure”) which, subject to the conditions in clause (iii) below and provided that (1) the Borrowers notify the Administrative Agent that the Borrowers have received the Liquidity Covenant Equity Cure Amount and (2) the Borrowers have received such New Company Injection(s), then such Liquidity Covenant Equity Cure Amount shall have the effect that the Liquidity Financial Covenant in breach will be calculated giving effect to the foregoing recalculationsfollowing adjustments: for the purpose of calculating Liquidity, Unrestricted Cash shall be recalculated assuming that the Borrower shall then be Liquidity Covenant Equity Cure Amount had been contributed and applied towards an increase in Unrestricted Cash immediately prior to the date of breach of the Liquidity Based Financial Covenant, and compliance with the requirements of Liquidity Based Financial Covenant will be determined by reference to 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 recalculations (or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (icalculations) 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 10.7described above.

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 the requirement Clause 26.2 (Financial condition) will occur if all or part of the financial covenant set forth in Section 10.7cash proceeds (the “Equity Investment”) received by the Company pursuant to any Additional Shareholder Funding or any Subordinated Shareholder Funding, from during or after the beginning end of any fiscal period until that Relevant Period but no later than 20 Business Days after the expiration earlier of the 10th Business Day following (i) the date financial statements referred to in Sections 9.1(a) or (b) are 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 respect 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 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 effect that the financial ​ ​ covenant set out in Clause 26.2 (Financial condition) is calculated or, as the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stockcase may be, unless reasonably satisfactory to recalculated as if the Administrative Agent) by the Borrower (or from a contribution to the common equity capital Consolidated EBITDA 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 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 First Lien Secured Debt 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 condition), 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 condition) 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 the requirements of the financial covenant set forth in Section 10.7 as of at the relevant original date of determination with and any breach of any term of the same effect as though there had been no failure to comply therewith at such dateFinance Documents, and the applicable breach Default or default Event of such financial covenants that had occurred 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 in 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; provided that Agreement and in particular Clause 2 (iRestricted Payments) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is madeSchedule 15 (Restrictive Covenants), (ii) there shall be a maximum the Company will not, and will not cause or permit any of five Cure Rights made its Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment during the term First Amendment Period and/or the Second Amendment Period if at the time 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 such Restricted Payment Consolidated EBITDA for the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for Relevant Period immediately preceding the purposes date of any financial ratio determination, basket determination or other determination under the Credit Documents other such Restricted Payment is less than for determining compliance with Section 10.7£65,000,000.

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) are 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 4144-3070-7525 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 For the contrary contained in this Section 11, in the event that the Borrower fails to comply with the requirement purpose of determining whether a breach of the financial covenant set forth in Section 10.7, from 6.12(a) and/or Section 6.12(b) as of the beginning last day of any fiscal period until the expiration quarter has occurred (each, a “Specified Covenant Default”), and so long as no other Default or Event of the 10th Business Day following the date financial statements referred to Default is then 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 measuredexistence, 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 a “Cure Right”) by causing ), subject to the limitations set forth in Section 6.12(d), to designate any portion of the net cash net equity proceeds derived from an the sale or issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by common Equity Interests of the Borrower (or from a any cash contribution to the common equity capital of the Borrower) to be contributedBorrower made after the Closing Date, directly or indirectly, as cash common equity with subsequent contributions of the proceeds thereof to the Borrower, and upon receipt by common capital of the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Rightas, 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 set forth in this Section 6.12(c), an increase to Consolidated EBITDA and/or Liquidity for the specified fiscal quarter (the “Specified Period”); provided that: (a) the Cure Amount is received during the Specified Period or prior to the 10th day after the date on which financial statements with respect to the Specified Period are required to be delivered to the Agent (the “Cure Standstill Period”); (b) the Cure Amount does not exceed the aggregate amount necessary to cure the Specified Covenant Default for the Specified Period; (c) during the Cure Standstill Period, Borrower shall have provided written notice to Agent (which shall be irrevocable) that such amounts are designated as a “Cure Amount” with respect to the Specified Period; and (d) during the Cure Standstill Period, no Default or Event of Default shall be deemed to be outstanding under this Agreement as a result of the Specified Covenant Default. Upon actual receipt of the Cure Amount are actually applied to prepay any by the Borrower in accordance with the foregoing, Consolidated EBITDA and/or Liquidity (as applicable) for the Specified Period solely in respect of the Credit Facilities and there covenants under Section 6.12 shall be no pro forma reduction deemed retroactively to have been increased in Indebtedness with the proceeds amount of the Cure Amount Amount, and any Default or Event of Default arising as a result of the Specified Covenant Default 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) ifSpecified Period, after giving effect to the foregoing recalculationsextent that it would not have existed had Consolidated EBITDA for the Specified Period been increased by the Cure Amount, 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 not to have satisfied the requirements occurred for purposes 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 10.7Loan Documents.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11Article X, in the event that the Borrower fails to comply with the requirement of the financial covenant Financial Covenant set forth in Section 10.79.1(c), the Borrower may elect to cure such failure (the “Cure Right”) by including in the calculation of such financial covenant or covenants the cash net equity proceeds derived from an issuance of Capital Stock (other than Disqualified Capital Stock) by the Company (provided that, in each case, such cash net equity proceeds have been contributed to the Borrower), or from a contribution to the common equity capital of the Borrower, in each case, received at any time from the beginning first day of any the last fiscal period quarter of the Reference Period in respect of which such Financial Covenant is being measured until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(aSection 8.1(a) or (b) are required to be delivered in respect of such fiscal period Reference Period for which such financial covenant 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 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 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 Financial Covenant set forth in Section 10.7 9.1(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 Total Indebtedness 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 FacilitiesLoans; and (c) if, after giving effect to the foregoing recalculationsrecalculation, the Borrower shall then be in compliance with the requirements of the financial covenant Financial Covenant set forth in Section 10.79.1(c), the Borrower shall be deemed to have satisfied the requirements of the financial covenant Financial Covenants set forth in Section 10.7 9.1(c) as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants 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 made, (ii) there shall be a maximum of five three 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 Financial Covenant set forth in Section 10.7 for the relevant fiscal quarter; 9.1(c) and (iv) all Cure Amounts shall be disregarded for all purposes under this Agreement and under any other Loan Document (including, for the avoidance of doubt, any financial ratio determination or any calculation with respect to the Borrowing Base) other than determining compliance with the Financial Covenant set forth in Section 9.1(c) (but not for purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with incurrence test measured by reference to Section 10.79.1(c)).

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 118.1, in the event that the Borrower fails (or, but for the operation of this Section 8.4, would fail) to comply with the requirement requirements of the financial covenant covenants set forth in Section 10.7, from 7.7 as of the beginning end of any fiscal period quarter, then until the expiration of the 10th tenth (10th) Business Day following subsequent to the date financial statements referred to the Compliance Certificate calculating the covenants set forth in Sections 9.1(a) or (b) are Section 7.7 is required to be delivered in respect of pursuant to Section 6.1(c) for 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 Holdings shall have the right to cure issue Equity Interests (which Equity Interests will be common Equity Interests), indirectly through Parent, to the Investors for cash, or otherwise receive cash contributions to its capital from the Investors, and, in each case, to contribute any such failure cash as common equity to the capital of the Borrower (collectively, the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock). During such 10-Business Day period, unless reasonably satisfactory to the Administrative Agent) by Agent and the Borrower (or from a contribution to the common equity capital Lenders agree that no actions may be taken in respect of the Borrower) exercise of remedies under Sections 8.2 or 8.3 or under any other provision of this Agreement or any other Loan Document solely in respect of such failure to be contributed, directly or indirectly, as cash common equity to comply with the Borrower, and upon requirements set forth in Section 7.7. Upon the 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 Borrower shall be recalculated recalculate the covenants set forth in Section 7.7 giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA shall be increasedincreased for such fiscal quarter, solely for the purpose of determining measuring the existence of an Event of Default resulting from a breach of the financial covenant covenants 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 7.7, 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 (cii) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant covenants set forth in Section 10.77.7, the Borrower shall be deemed to have satisfied the requirements of the financial covenant covenants set forth in Section 10.7 7.7 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 the covenant set forth in Section 7.7 that had occurred shall be deemed cured for the purposes of this Agreement; provided that . (b) Notwithstanding anything herein to the contrary, (i) the Cure Right shall not be exercised in each period of four consecutive more than two (2) fiscal quarters there shall be at least two during each four (4) fiscal quarters in which no Cure Right is madequarter period, (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 required for purposes of complying with the applicable financial covenants in Section 7.7, (iii) no Indebtedness repaid with the proceeds of an equity issuance or contribution effected in connection with the exercise of a Cure Right pursuant to this Section 8.4 shall be required deemed repaid for the purposes of calculating the applicable financial covenants specified in Section 7.7 for the fiscal quarter for which the cure is being exercised; provided, that any such Indebtedness repaid shall be taken into account for purposes of calculating the applicable financial covenants specified in Section 7.7 for subsequent fiscal quarters following the fiscal quarter during which such Cure Right is exercised, (iv) the Cure Amount received pursuant to cause any exercise of the Borrower to Cure Right shall be disregarded for purposes of determining any available basket under any covenant in Section 7, the calculation of the Applicable Margin at any time and/or compliance with (or meeting any required threshold under) the financial covenant covenants set forth in Section 10.7 7.7 on a Pro Forma Basis for any other purpose of this Agreement, (v) the relevant fiscal quarter; Cure Right may be exercised no more than five (5) times during the term of this Agreement and (ivvi) all Cure Amounts no Loans shall be disregarded required to be repaid with any Cure Amount (provided, that the Borrower may elect to repay Loans with such proceeds subject to clause (iii) above). For the avoidance of doubt, the Lenders shall not be required to advance Loans or to permit the Borrower to continue or convert Eurodollar Loans during such time any Defaults exists that may be cured with the Cure Right, and until it is cured pursuant to the foregoing, an Event of Default shall be deemed to exist for the all other purposes of any financial ratio determination, basket determination or other determination under this Agreement and the Credit Documents other than for determining compliance with Section 10.7Loan Documents.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower fails 9 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 increased9.6(b), solely for the purpose of determining the existence of whether an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 has occurred with respect to the financial covenants contained in Section 8.21 (the “Financial Covenants”) as of the end of any period Fiscal Quarter (such Fiscal Quarter, a “Cure Quarter”), the then-existing direct or indirect equity holders of four consecutive fiscal quarters that includes Borrower shall have the fiscal quarter for right to make an equity investment (which equity shall be common equity), directly or indirectly in Borrower in cash after the last day of the applicable Cure Right was exercised Quarter and not for any other purpose under this Agreement, by an amount equal on or prior to the day that is ten (10) Business Days after the date on which a Compliance Certificate are required to be delivered pursuant to Section 8.5(e) with respect to such applicable Cure Quarter (the “Cure Expiration Date”) and concurrently use such cash to pay down the Loans in accordance with Section 1.8(b) (any such equity contribution, an “Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount; (b) Consolidated First Lien Secured Debt ”). All Equity Cure Contributions shall be decreased solely disregarded for all purposes of this Agreement other than including the amount of such pay down of the Loans in the calculation of Indebtedness of Borrower for purposes of determining compliance with the Financial Covenants at the end of such Cure Quarter. Notwithstanding anything to the extent proceeds contrary contained in Section 9, (A) upon receipt of the Cure Amount are actually applied to prepay any by the Borrower and the concurrent use of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the such Cure Amount for determining compliance with to pay down 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 recalculationsLoans, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower Financial Covenants shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 and complied with as of the end of the relevant date of determination Cure Quarter with the same effect as though there had been no failure to comply therewith at with the Financial Covenants as of such dateCure Quarter, and any Event of Default related to any failure to comply with the applicable breach or default of such financial covenants that had occurred Financial Covenants 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 written notice by the Borrower of its intention to make an Equity Cure Contribution and through the Cure Expiration Date (i) the Borrower shall not be permitted to borrow Loans, extend the Stated Termination Date in accordance with Section 1.16, nor increase the Commitments in accordance with Section 1.15, in each period case, unless and until the Equity Cure Contribution is made or all existing Events of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is madeDefault are cured or waived by the Required Lenders or each Affected Lender, as applicable, and (ii) there prior to the Cure Expiration Date, none of the Administrative Agent, the L/C Issuer, 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 solely on the basis of an Event of Default having occurred as a result of a violation of Section 8.21. The Administrative Agent, the L/C Issuer and any Lender shall have the right to immediately exercise such remedial rights as set forth in Section 9 after the Cure Expiration Date if the Equity Cure Contribution is not made on or before the Cure Expiration Date. (b) There shall be a maximum of five no more than four (4) Equity Cure Rights Contributions made during the term of this Agreement, Agreement and no more than two (iii2) 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 Contributions made during any four (iv4) 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 10.7consecutive Fiscal Quarters.

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 of the delivery of the certificate of an Authorized Officer under Section 9.1(d) with 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 BorrowerHoldings, and upon receipt by the Borrower Holdings 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 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 (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 10.710.8, 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. 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 covenants 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 of the delivery of the Compliance Certificate under Section 9.1(d) with 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 (other than a Restricted Subsidiary of 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 and Consolidated 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 Holdings shall be deemed to have satisfied the requirements of the financial covenant covenants 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 covenants 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 10.710.7 and (v) the proceeds of such Cure Amount shall be immediately applied to repay outstanding Term Loans in the manner specified in Section 5.2(c) hereto.

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(a9.1 (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, it 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. 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 IssuerLetter of Credit Issuers 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. 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 Holdings 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 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 sufficient cash net equity proceeds derived to cure such failure (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 reasonably satisfactory ) of the Borrower for cash as a cash capital contribution to the Administrative Agent) by the Borrower (or from a any other contribution of cash to the common equity capital of the Borrower) to be contributed, directly Borrower or indirectly, as cash common equity issuance or sale of any other Equity Interests on terms reasonably acceptable to the BorrowerMajority Lenders), and upon receipt by the Borrower of such sufficient cash contribution proceeds to cure such failure (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 that includes the financial covenant set forth in Section 10.7 unless fiscal quarter period for which such proceeds are actually applied to prepay Indebtedness under the Credit FacilitiesCure Right was exercised; 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 five 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 earlier of (x) the date financial covenant set forth in statements are required to be delivered under Section 10.7 9.1 for such fiscal quarter and (y) the relevant date financial statements are actually delivered under Section 9.1 for such fiscal quarter; , then the “Cure Amount” required to be received by the Borrower hereunder as of such date shall be equal to the amount reasonably determined by the Borrower in good faith that is required for purposes of curing such failure to comply with the Financial Performance Covenant 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 the Financial Performance Covenants and (G) no Lender 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 Necessary Cure Amount; and (iv) upon receipt by the Administrative Agent of written notice from a Financial Officer of the Borrower (which notice the Administrative Agent shall promptly transmit to each of the Lenders), on or prior to the Cure Deadline, that the Borrower intends to exercise the Cure Right in respect of a fiscal quarter, solely during the period prior to the Cure Deadline, the Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies against the Collateral solely on the basis of such failure to comply with the requirements of the Financial Performance Covenants; provided that, if such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline, or if any other Event of Default shall have occurred during such period (including, for the avoidance of doubt, any Event of Default under Section 10.711.4 as a result of any failure by the Borrower to comply with such Financial Performance Covenant under (and as defined in) the First Lien Exit Credit Agreement). or equivalent term or covenant under the documentation governing such other Material Indebtedness), such Pending Cure Standstill shall immediately and automatically terminate and be of no further force or effect, and the rights of the Lenders to accelerate the Loans and/or to exercise remedies against the Collateral shall be immediately and automatically restored without any further action (nor the requirement to take any further action) by any Person.

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 Section 7.12(a) as of the financial covenant set forth in Section 10.7, from the beginning last day of any fiscal period until Fiscal Quarter (to the expiration of the 10th Business Day following the date financial statements referred extent Section 7.12(a) is applicable to in Sections 9.1(asuch Fiscal Quarter) or fail to comply with Section 7.12(b) for any Four Week Reporting Period (beach, a “Financial Covenant Default”), any cash equity contribution to the Borrower (funded with proceeds of common equity issued by the Borrower or other equity issued by the Borrower having terms reasonably acceptable to the Administrative Agent and in any case, not constituting Disqualified Equity Interests) are after the last day of such Fiscal Quarter (in the case of Section 7.12(a)) or such Four Week Reporting Period (in the case of Section 7.12(b)) and on or prior to the day that is ten (10) Business Days after the day on which a Compliance Certificate (in the case of Section 7.12(a)) or a Liquidity Certificate (in the case of Section 7.12(b)) is required to be delivered for the applicable Fiscal Quarter or Four Week Reporting Period (as applicable) will, at the irrevocable election of the Borrower, (i) be included in respect the calculation of Consolidated EBITDA solely for the purposes of determining compliance with Section 7.12(a) at the end of such fiscal Fiscal Quarter (each, a “Cure Quarter”) and any subsequent period that includes such Cure Quarter and/or (ii) be added to Liquidity for which the applicable Four Week Reporting Period (with such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents cash deemed to constitute Unrestricted Cash on the balance sheet of the Borrower or Loan Parties maintained in a Controlled Account for each day during the applicable Four Week Reporting Period) (any direct or indirect parent such equity contribution so included in the calculation of Consolidated EBITDA and/or Liquidity, a “Specified Equity Contribution”); provided that (a) written notice of the Borrower shall have the right Borrower’s intent to cure such failure accept a Specified Equity Contribution (the a “Cure RightNotice”) shall be delivered by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory the Borrower to the Administrative Agent) by Agent no later than the Borrower (or from day on which a contribution to the common equity capital of the Borrower) Compliance Certificate is required to be contributeddelivered for the applicable Fiscal Quarter (in the case of Section 7.12(a)) or a Liquidity Certificate is required to be delivered for the applicable Four Week Reporting Period (in the case of Section 7.12(b)), directly or indirectly, as cash common equity (b) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Borrower, and upon receipt by Loan Parties to be in compliance with the Borrower of such cash contribution Financial Covenants (such cash amount being referred to as the “Cure Amount”) for the applicable Fiscal Quarter and/or Four Week Reporting Period (for the avoidance of doubt, if there is an Event of Default under both of the Financial Covenants, such amounts to be designated shall not exceed the maximum aggregate amount necessary to cure any Event of Default under both of the Financial Covenants as of such date), (c) all Specified Equity Contributions will be disregarded for 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 other items governed by reference to or otherwise based on Consolidated EBITDA, (d) there shall be no more than two (2) Specified Equity Contributions made in the aggregate after the Closing Date, (e) Specified Equity Contributions may not be made in consecutive Fiscal Quarters or consecutive Four Week Reporting Periods, (f) the proceeds 106 received by the Borrower from all Specified Equity Contributions shall be used by the Borrower to prepay Loans in accordance with Section 2.7(f)(ii), and (g) there shall be no reduction in Consolidated Total Debt (through either netting of cash or prepayment of Indebtedness) in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with Section 7.12(a) for the period ending on the last day of the applicable Cure Quarter; provided that to the extent any Cure Amount is used to prepay the Loans, there shall be a reduction in Consolidated Total Debt for purposes of determining compliance with Section 7.12(a) in all future Fiscal Quarters where such Cure Quarter is included in the applicable test period (but, for the avoidance of doubt, 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 Administrative Agent’s receipt of notice from the Borrower of its intent to make a Specified Equity Contribution pursuant to this Section 8.4 no later than the exercise of such Cure Right, such financial covenant shall day on which a Compliance Certificate is required to be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely delivered for the purpose applicable Fiscal Quarter (in the case of determining Section 7.12(a)) or the existence day on which a Liquidity Certificate is required to be delivered for the applicable Four Week Reporting Period (in the case of Section 7.12(b)), then, so long as the Borrower is permitted to cure a breach of a Financial Covenant pursuant to this Section 8.4 at such time, until the day that is ten (10) Business Days after such date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither the Administrative 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 resulting from a breach of the financial covenant set forth in having occurred and being continuing under 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; 7.12(a) or (b) Consolidated First Lien Secured Debt shall be decreased solely to in respect of the extent proceeds period ending on the last day of such Fiscal Quarter or Four Week Reporting Period, as applicable. Upon timely receipt by the Borrower in cash of the Cure Amount are actually applied to prepay any and payment of the Credit Facilities and there shall be no pro forma reduction mandatory prepayment pursuant to Section 2.7(f)(ii), the Financial Covenant Default(s) in Indebtedness with the proceeds respect 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 applicable Fiscal Quarter and/or Four Week Reporting Period 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 10.7cured.

Equity Cure. (a) Subject to the limitations set forth in clause (f) below, Borrowers may cure (and shall be deemed to have cured) an Event of Default arising out of a breach of any of the financial covenants set forth in clause (a) of Section 8.12 (the “Specified Financial Covenant”) if they receive the cash proceeds of an Equity Cure within 10 Business Days after the date on which the Specified Financial Covenant are first required to be tested pursuant to the terms hereof. (b) In the event Borrowers desire to cure a Specified Financial Covenant default, the Borrowers shall deliver to Administrative Agent written notice of its intent to cure (a “Cure Notice”). From the effective date of delivery of such Cure Notice to Administrative Agent until such Equity Cure amount is received, neither Administrative Agent nor any Lender shall impose a default interest rate, accelerate the Obligations, terminate the Revolving Credit Commitment or exercise any other right or remedy against the Loan Parties or any of their Subsidiaries or any of their respective properties solely on the basis of the Specified Financial Covenant default referenced in such Cure Notice. Borrowers shall promptly notify the Administrative Agent of its receipt of any Equity Cure. (c) Any Equity Cure shall be in immediately available funds and, subject to the limitations set forth in clause (e) below, shall be in an amount that is sufficient to cause the Borrowers to be in compliance with the Specified Financial Covenant as at the end of the applicable Measurement Period (but not greater than such amount). (d) Upon delivery of a certificate by Borrower Agent to the Administrative Agent as to the amount of such Equity Cure and that such amount (i) has been applied in accordance with clause (b) above, and (ii) is in an amount equal to (but not greater than) the amount required by clause (c) above, then any Event of Default that occurred and is continuing from a breach of any of the Specified Financial Covenant shall be deemed cured with no further action required by the Required Lenders. Subject to clause (b) above, prior to the date of the delivery of a certificate conforming to the requirements of this section, any Event of Default that has occurred as a result of a breach of any of the Specified Financial Covenant shall be deemed to be continuing and, as a result, the Lenders (including the Swing Line Lender and the Letter of Credit Issuer) shall have no obligation to make additional loans or otherwise extend additional credit hereunder. In the event Borrowers do not cure all financial covenant violations as provided in this Section 9.04, the existing Event(s) of Default shall continue unless waived in writing by the Required Lenders in accordance with this Agreement. (e) Any Equity Cure shall also serve to cure any Reporting Trigger Period, Fixed Charge Trigger Period or Dominion Trigger Period that is then in effect at the time of such Specified Financial Covenant Default, so long as, (x) no other Event of Default exists following such Equity Cure, (y) Availability becomes greater than such required thresholds following a prepayment of the Revolving Credit Loans using such Equity Cure proceeds and (z) such prepayment of the Revolving Credit Loans occurs promptly upon receipt of such Equity Cure proceeds. For the avoidance of doubt, the Borrowers shall be deemed to have cured such trigger periods as of the date of such prepayment of the Revolving Credit Loans. (f) Notwithstanding anything to the contrary contained in the foregoing or this Agreement, (i) Borrowers’ rights under this Section 119.04 may (A) be exercised not more than 2 times during the term of this Agreement, (B) not be exercised in consecutive Fiscal Quarters and (C) not be exercised more than two (2) times during any consecutive four Fiscal Quarters, (ii) the event that Equity Cure in any fiscal quarter shall be no greater than the Borrower fails amount required to comply cause Borrowers to be in compliance with the requirement of Specified Financial Covenant as at 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 end of such fiscal period quarter, and (iii) the Equity Cure shall be disregarded for which such purposes of determining Consolidated EBITDA for any pricing, financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower covenant-based conditions 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 baskets 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 covenants contained in 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 Agreement and there shall be no pro forma reduction in Indebtedness with the proceeds of the any Equity Cure Amount for determining compliance with the Specified Financial Covenant or for 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 covenant-based conditions or baskets with respect to the foregoing recalculations, the Borrower shall then be covenants contained 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) in each case in the quarter in which such 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 10.7is used.

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, to use cash net equity from the proceeds derived from an of any issuance of Capital Stock of Parent or Stock Equivalents otherwise received as additional paid in capital or cash contributions from its equity holders, in either case, in an aggregate amount necessary to cure the relevant financial covenant (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”). 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, at ▇▇▇▇▇▇▇▇’s sole discretion, (i) pursuant in an amount equal to the exercise Cure Amount to be held 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(f), 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 LEGAL*65859792.17 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; ; (bii) 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 (ciii) 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 Agreement. In the event that Borrower shall have delivered to Agent written notice of this Agreement; provided that its intention to exercise the Cure Right (i) in each period of four consecutive fiscal quarters there 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 (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 Agent or otherwise cured by the purposes Loan Parties. 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 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 the manner directed by the Required Lenders.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 118, in the event that the Borrower fails to comply with the requirement either or both of the financial covenant covenants set forth in Section 10.7Sections 7.1 or 7.2 hereof are not complied with, 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 ), at any time until the date that is 20 days after the date the applicable Determination Date, to issue equity interests for cash net or otherwise receive cash contributions to their 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 and thereupon Borrower’s compliance with Sections 7.1 or 7.2 hereof shall be recalculated giving effect to the following pro forma adjustments: adjustment: (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 Section 7.1 hereof, the Cure Right was exercised Amount shall constitute a corresponding increase in Liquidity; 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 with respect Section 7.2 hereof, the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction constitute a corresponding increase 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) ifAdjusted EBITDA. If, after giving effect to the foregoing recalculations, the Borrower requirements of Sections 7.1 or 7.2 hereof shall be satisfied, then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower Sections 7.1 or 7.2 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 fiscal quarter of determination Borrower 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 Sections 7.1 or 7.2 that had occurred shall be deemed cured for the purposes of this Agreement; provided . Notwithstanding anything herein to the contrary, upon Lenders’ receipt of a notice from Borrower that Borrower intends to exercise the Cure Right (i) in each period a “Notice of four consecutive fiscal quarters there Intent to Cure”), which shall be given, if at least two fiscal quarters in all, not later than the tenth (10th) day following the applicable Determination Date, until the twentieth day following the Determination Date to which such Notice of Intent to Cure relates, no Event of Default shall be deemed to have occurred because of any failure to comply with Sections 7.1 or 7.2 and the Lenders shall not demand repayment of any part of the Term Loan or otherwise exercise the right to accelerate the Term Loan or exercise any right to foreclose on or take possession of the Collateral on the basis of an Event of Default having occurred and being continuing under Sections 7.1 or 7.2 hereof. Within twenty-five (25) days of each Determination Date with respect to which the Cure Right is madeexercised, the Borrower shall offer (iithe “Cure Amount Prepayment Offer”) there the Lenders to prepay the Term Loan in an amount equal to 100% of the applicable Cure Amount. Upon receipt of a Cure Amount Prepayment Offer, each Lender shall have a period of five (5) days (the “Cure Offer Prepayment Period”) to provide written notice (the “Cure Amount Offer Response”) to the Borrower as to whether such Lender will require the Borrower to pay the Cure Amount to such Lender. For the avoidance of doubt, and notwithstanding anything to the contrary contained in Article 10, each Lender has the right to decide for itself only whether it will require the Borrower to pay the Cure Amount, and no decision by any Lender is binding on any other Lender. In the event a Lender has not delivered a Cure Amount Offer Response during the Cure Offer Prepayment Period, such Lender shall be a maximum of five Cure Rights made during deemed to have elected not to require the term of this Agreement, (iii) each Borrower to pay the applicable Cure Amount to such Lender and Borrower shall be no greater than the amount expected to not be required to cause pay to such Lender any prepayment with respect to the Borrower to be in compliance with applicable Cure Amount. If more than one Lender timely delivers a Cure Amount Offer Response requiring payment of a Cure Amount and the financial covenant set forth in Section 10.7 for sum of the relevant fiscal quarter; principal balance of, and (iv) all accrued, unpaid interest on, the Notes held by such Lenders exceeds the Cure Amounts Amount, then each such Lender shall be disregarded for entitled to its Pro-Rata Share of such Cure Amount. All prepayments shall be applied first to accrued, unpaid interest and then to principal. No Prepayment Premium shall be owing or payable in relation to any prepayment under this Section 8.3. Notwithstanding anything to the purposes of any financial ratio determinationcontrary contained herein, basket determination or other determination under Borrower shall not have the Credit Documents other right to exercise the Cure Right more than for determining compliance with Section 10.7five (5) times in the aggregate after the Closing Date.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 11Article 11 or in any Credit Document, in the event that the Borrower fails to comply with the requirement requirements of the financial covenant set forth in Section 10.710.11(a) or Section 10.11(b), from then (A) at any time after the beginning of such fiscal quarter (but, in any fiscal period event, after the Effective Date) until the expiration of the 10th tenth Business Day following subsequent to the date financial statements referred the compliance certificate for calculating the Consolidated Total Debt to in Sections 9.1(a) or (b) are EBITDAX Ratio and/or the Consolidated Current 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 applicable Financial Performance Covenant and shall not include the Contributed Amount) 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 any applicable Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA EBITDAX and/or Consolidated Current Assets, as specified by the Borrower, 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 applicable Financial Performance Covenant with respect to (A) in the case of an increase in Consolidated EBITDAX, any period of four consecutive fiscal quarters Test Period that includes the fiscal quarter for which the Cure Right was exercised and (B) in the case of an increase in Consolidated Current Assets, the Test Period then ending and, in all cases, 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 (cii) if, after giving effect to the foregoing recalculationsrecalculations (without giving effect to any repayment of any Indebtedness with any portion of the Cure Amount or any portion of the Cure Amount on the balance sheet of Holdings and the Restricted Subsidiaries, in each case, with respect to such fiscal quarter only), the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7applicable Financial Performance Covenants, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 such 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 any such financial covenants Financial Performance Covenant 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 any such applicable Financial Performance Covenant above (such amount, the financial covenant set forth in Section 10.7 “Necessary Cure Amount”; it being understood that, for the relevant avoidance of doubt, the Necessary Cure Amount required to cure the two separate Financial Performance Covenants in respect of a fiscal quarter may differ); provided that if the Cure Right is exercised prior to the date financial 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 good faith that is required for purposes of complying with the applicable Financial Performance Covenants for such fiscal quarter (such amount, the “Expected Cure Amount”), (D) with respect to an increase of Consolidated EBITDAX, 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 such 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 applicable Financial Performance Covenants, (E) with respect to an increase in Consolidated Current Assets, in respect of the fiscal quarter in which such Cure Right was exercised, all such Cure Amounts shall be disregarded for the purposes of any financial ratio determination under the Credit Documents other than for determining compliance with the applicable Financial Performance Covenants, (F) 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 (G) no amounts received pursuant to any exercise of the Cure Right shall be applied to reduce the Indebtedness of the Borrower and the Restricted Subsidiaries on a Pro Forma Basis for purposes of determining compliance with the Financial Performance Covenants for the fiscal quarter in which such Cure Right was made (provided that to the extent such amounts are actually applied to prepay Indebtedness, such reduction may be given effect in determining compliance with the Financial Performance Covenants for fiscal quarters after the fiscal quarter in which such Cure Right was made); and (iii) 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 applicable 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 fails to comply with the requirement of the financial covenant set forth in Section 10.7Financial Covenants, from the beginning of any the most recently ended 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 Financial Covenants are 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 Financial Covenants shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries on a consolidated basis 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 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 not be decreased solely from the proceeds of the Cure Amount (including, without limitation, by means of “cash netting”) for calculating compliance with the Financial Covenants for the fiscal quarter for which such Cure Amount is deemed applied; provided the amount of Consolidated Total Debt may be reduced for purposes of determining compliance with the Financial Covenants in subsequent fiscal quarters to the extent the 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 FacilitiesIndebtedness; 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 Covenants, the Borrower 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 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 quarterFinancial Covenants; 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 the Financial Covenants) and for all other purposes. Notwithstanding anything herein to the contrary, if an Event of Default has occurred under Section 10.7, until the Cure Amount has been made, the Borrower shall not be able to obtain any extension of credit under the Credit Documents.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 118, in the event that the Borrower fails to comply with the requirement either or both of the financial covenant covenants set forth in Section 10.7Sections 7.1 or 7.2 hereof are not complied with, 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 ), at any time until the date that is 20 days after the date the applicable Determination Date, to issue equity interests for cash net or otherwise receive cash contributions to their 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 and thereupon Borrower’s compliance with Sections 7.1 or 7.2 hereof shall be recalculated giving effect to the following pro forma adjustments: adjustment: (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 Section 7.1 hereof, the Cure Right was exercised Amount shall constitute a corresponding increase in Liquidity; 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 with respect Section 7.2 hereof, the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction constitute a corresponding increase 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) ifAdjusted EBITDA. If, after giving effect to the foregoing recalculations, the Borrower requirements of Sections 7.1 or 7.2 hereof shall be satisfied, then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower Sections 7.1 or 7.2 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 fiscal quarter of determination Borrower 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 Sections 7.1 or 7.2 that had occurred shall be deemed cured for the purposes of this Agreement; provided . Notwithstanding anything herein to the contrary, upon Lenders’ receipt of a notice from Borrower that Borrower intends to exercise the Cure Right (i) in each period a “Notice of four consecutive fiscal quarters there Intent to Cure”), which shall be given, if at least two fiscal quarters in all, not later than the tenth (10th) day following the applicable Determination Date, until the twentieth day following the Determination Date to which such Notice of Intent to Cure relates, no Event of Default shall be deemed to have occurred because of any failure to comply with Sections 7.1 or 7.2 and the Lenders shall not demand repayment of any part of the Term Loan or otherwise exercise the right to accelerate the Term Loan or exercise any right to foreclose on or take possession of the Collateral on the basis of an Event of Default having occurred and being continuing under Sections 7.1 or 7.2 hereof. Within twenty-five (25) days of each Determination Date with respect to which the Cure Right is madeexercised, the Borrower shall offer (iithe “Cure Amount Prepayment Offer”) there the Lenders to prepay the Term Loan in an amount equal to 100% of the applicable Cure Amount. Upon receipt of a Cure Amount Prepayment Offer, each Lender shall have a period of five (5) days (the “Cure Offer Prepayment Period”) to provide written notice (the “Cure Amount Offer Response”) to the Borrower as to whether such Lender will require the Borrower to pay the Cure Amount to such Lender. For the avoidance of doubt, and notwithstanding anything to the contrary contained in Article 10, each Lender has the right to decide for itself only whether it will require the Borrower to pay the Cure Amount, and no decision by any Lender is binding on any other Lender. In the event a Lender has not delivered a Cure Amount Offer Response during the Cure Offer Prepayment Period, such Lender shall be a maximum of five Cure Rights made during deemed to have elected not to require the term of this Agreement, (iii) each Borrower to pay the applicable Cure Amount to such Lender and Borrower shall be no greater than the amount expected to not be required to cause pay to such Lender any prepayment with respect to the Borrower to be in compliance with applicable Cure Amount. If more than one Lender timely delivers a Cure Amount Offer Response requiring payment of a Cure Amount and the financial covenant set forth in Section 10.7 for sum of the relevant fiscal quarter; principal balance of, and (iv) all accrued, unpaid interest on, the Notes held by such Lenders exceeds the Cure Amounts Amount, then each such Lender shall be disregarded for the purposes entitled to its Pro-Rata Share of such Cure Amount. All prepayments shall be applied first to accrued, unpaid interest and then to principal. No Prepayment Premium shall be owing or payable in relation to any financial ratio determination, basket determination or other determination prepayment under the Credit Documents other than for determining compliance with Section 10.7.this Section

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 1110.01, in the event that of any Event of Default under the Borrower fails to comply with the requirement of the financial covenant covenants set forth in Section 10.7, from the beginning of 9.01(a) and (b) for any fiscal quarter, during the period until commencing with the expiration last day of such fiscal quarter and ending on the 10th date that is the tenth (10th) Business Day following after the date on which financial statements referred are required to in Sections 9.1(abe delivered pursuant to Section 8.01(a) or (b) are and the corresponding Compliance Certificate is required to be delivered in pursuant to Section 8.01(d) with respect of to such fiscal period for which quarter hereunder (such financial covenant is being measuredperiod, any holder of Capital Stock the “Cure Period” and such last day, the “Cure Period Deadline”), the Borrower may (in accordance with applicable law) sell or Stock Equivalents issue common Equity Interests of the Borrower to any Person that is not a Loan Party (to the extent such transaction would not result in a Change in Control) or any direct or indirect parent otherwise obtain cash capital contributions on account of common Equity Interests and, in either case, apply the Borrower shall have the right to cure proceeds of such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock Equity Interests to, as applicable, with respect to Section 9.01(a), increase Consolidated EBITDAX or Stock Equivalents with respect to Section 9.01(b), decrease Total Net Debt (other than Disqualified Stocksuch application, unless reasonably satisfactory to a “Covenant Cure Payment”); provided that (i) such proceeds shall be applied in accordance with Section 3.04(c)(vi); (ii) the Administrative Agent) proceeds of such issuance of Equity Interests or cash capital contribution, as applicable, is actually received by the Borrower during the applicable Cure Period (or from a contribution to the common equity capital of the Borrower) to be contributedand, 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 avoidance 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 doubt, no later than the Cure Right was exercised and not for any other purpose under this AgreementPeriod Deadline), by an amount equal to the Cure Amount; (biii) 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 Total Net Debt with the proceeds of the Covenant Cure Amount Payment for purposes of determining compliance with the financial covenant in Section 9.01(a) with respect to the relevant fiscal quarter in respect of which the cure right contemplated under this Section 10.03 is used or subsequent periods that include such fiscal quarter as part of its trailing twelve month period or trailing four quarter period and (iv) the amount of the Covenant Cure Payment shall not exceed the amount necessary to bring the Borrower into compliance with Section 9.01(a) or (b), as applicable. Subject to the terms set forth above and the terms in Section 10.03(b) and (c) below, upon (A) application of the proceeds of such issuance of Equity Interests or cash capital contribution, as applicable, as provided above during the Cure Period in such amounts sufficient to cure the Events of Default under the applicable covenant set forth in Section 9.01 and (B) delivery of an updated Compliance Certificate executed by a Responsible Officer to the Administrative Agent reflecting compliance with the applicable covenant set forth in Section 9.01, as applicable, such Events of Default shall be deemed cured and no longer in existence. For the avoidance of doubt, the amount of any Covenant Cure Payment made in accordance with the terms of this Section 10.03 shall be deemed to either (x) increase Consolidated EBITDAX by a like amount for purposes of calculating the Consolidated Total Net Leverage Ratio or (y) decrease Total Net Debt by a like amount for purposes of calculating the asset coverage ratio in Section 9.01(b), as applicable, for the relevant fiscal quarter. (b) The parties hereby acknowledge and agree that this Section 10.03 may not be relied on for purposes of calculating any financial ratios or other conditions or compliances other than the financial covenant set forth in Section 10.7 unless such proceeds are actually 9.01 and shall not result in any adjustment to any amounts other than the amount of Consolidated EBITDAX or the amount of Total Net Debt, in each case, referred to in Section 10.01(a) above for purposes of determining the Borrower’s compliance with Section 9.01. To the extent a Covenant Cure Payment is applied to prepay Indebtedness under increase Consolidated EBITDAX or decrease Total Debt, as applicable, such Covenant Cure Payment shall only be taken into account in connection with the Credit Facilities; andcalculations of the applicable covenant contained in Section 9.01 as of a particular fiscal quarter end and any subsequent calculations of such covenants which contain such particular fiscal quarter as part of its trailing twelve month period or trailing four quarter period. (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 In each period of four consecutive fiscal quarters quarters, there shall be at least two (2) fiscal quarters in which no Cure Right cure set forth in this Section 10.03 is made. Furthermore, the Borrower may not utilize more than three (iiplus the number of Maturity Date Extension, if any) there shall be a maximum of five Cure Rights made cures provided in this Section 10.03 during the term duration 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 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 (x) 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 measuredmeasured or (y) the expiration of the 10th Business Day following the date which the Compliance Period is triggered (such later date, the “Cure Period”), 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 Lead Borrower, and upon receipt by the Lead 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 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 dateIndebtedness, and in no event shall any reduction be given effect during the applicable breach or default of such financial covenants that had occurred shall be deemed cured for fiscal quarter with regard to which 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 quarterexercised; 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.and

Equity Cure. Notwithstanding anything (a) In relation to any Relevant Period ending during the Amendment Period, if (i) cash proceeds (an “Equity Investment”) are received by the Parent pursuant to any Additional Shareholder Funding or any Subordinated Shareholder Funding, during or after the final day of such Relevant Period but no later than 20 Business Days after the earlier of (A) the date on which the interim or annual financial statements and related compliance certificate (a “Compliance Certificate”) is required to be delivered to the contrary contained Holders pursuant to Section 7.1(a) or (b), as applicable, and (B) the date on which such financial statements and Compliance Certificate are actually delivered to the Holders (such date, the “Outside Cure Date”) and (ii) such Equity Investment actually received by the Parent on or before the Outside Cure Date shall be designated in writing by the Parent to the Holders as being provided for the purposes of this Section 1110.16(a) (as so designated, in the event that the Borrower fails to comply with the requirement of “Equity Cure Amount”), then the financial covenant set forth out in Section 10.710.13(a) shall be calculated or, from as the beginning of case may be, recalculated (x) as if 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 such Equity Investment so made in respect of a Relevant Period ending during the Amendment Period had been made immediately prior to the last date of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents Relevant Period and (y) the Adjusted Consolidated EBITDA 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 Group 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, increased by an amount equal to the such Equity Cure Amount;. No Event of Default shall have deemed to have occurred or result from a failure to achieve Adjusted Consolidated EBITDA of £25,000,000 for such Relevant Period in accordance with Section 10.13(a) if any such Equity Cure Amount is sufficient to increase Adjusted Consolidated EBITDA to an amount that is equal to or exceeds £25,000,000 for such Relevant Period. ​ ​ (b) Consolidated First Lien Unless required to be applied to the prepayment of Senior Secured Debt Indebtedness pursuant to Section 10.16(c) hereof, any Equity Cure Amount shall be decreased solely retained and applied by the Parent first, to the extent proceeds payment of the next regularly scheduled payments of principal and interest with respect to each class of Senior Secured Indebtedness pro rata and second, to the satisfaction of other obligations and expenses incurred by the Parent in the ordinary course of business as permitted by the Note Documents. (c) There shall be no restriction on the amount of any Equity Investment exceeding the minimum amount required to prevent or, as the case may be, cure any failure to satisfy Section 10.13(a) during the Amendment Period, provided that, any Equity Cure Amount are actually exceeding the minimum amount required to prevent or, as the case may be, cure any such failure to satisfy Section 10.13(a) during the Amendment Period shall be as soon as reasonably practicable applied to permanently repay or prepay any Senior Secured Indebtedness instead of the Credit Facilities being applied in accordance with Section 10.16(b). Other than pursuant to Section 10.16(b) and this Section 10.16(c), there shall be no pro forma reduction requirement to apply any Equity Cure Amount in Indebtedness prepayment of any Senior Secured Indebtedness. (d) Any Equity Cure Amount shall not count towards any other permission, usage or purpose under the Note Documents, including without limitation with respect to the proceeds making of any Restricted Payment, for so long as the Equity Cure Amount continues to be included in the calculation of Adjusted Consolidated EBITDA in accordance with Section 10.16(h). (e) In relation to any Equity Cure Amount provided prior to the date of delivery of a Compliance Certificate with respect to any Relevant Period, the Compliance Certificate for such Relevant Period shall include the revised financial covenant calculations for such Relevant Period and confirm that such Equity Cure Amount has been provided in an amount sufficient to increase Adjusted Consolidated EBITDA to an amount that equals or exceeds £25,000,000 for such Relevant Period. (f) In 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 such Equity Cure Amount, the Parent shall deliver a revised Compliance Certificate for such Relevant Period to the Holders which shall include the revised financial covenant calculations for such Relevant Period and confirm that such Equity Cure Amount has been provided in an amount sufficient to increase Adjusted Consolidated EBITDA to an amount that equals or exceeds £25,000,000 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; andRelevant Period. (cg) ifIf an Equity Cure Amount has been provided in an amount sufficient to increase Adjusted Consolidated EBITDA to an amount that equals or exceeds £25,000,000 for any Relevant Period in accordance with Section 10.16(a), 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 10.16(a) 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 and any breach of any term of the same effect as though there had been no failure to comply therewith at such dateNote Documents, and the applicable breach Default or default Event of such financial covenants that had occurred Default occasioned thereby shall be deemed to have been permanently remedied and cured for all purposes under the Note Documents. (h) For the avoidance of doubt, any Equity Cure Amount shall be deemed to be included in Adjusted Consolidated EBITDA for the purposes of this Agreement; provided Section 10.16(a) until the date ​ on which such Equity Cure Amount is deemed to have been made pursuant to Section 10.16(a) is no longer a date that is included within the Relevant Period being tested pursuant to Section 10.16(a). (ic) in each period of four consecutive fiscal quarters there The following definitions 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 added 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.Schedule B:

Equity Cure. Notwithstanding anything to the contrary contained in this Section 118 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 10.77.14(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 6.02(a) (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 7.14(a)) from an issuance of Capital Stock or Stock Equivalents Qualified Equity Interests (other than Disqualified Stock, unless reasonably satisfactory to the Administrative AgentEquity Interests) by the Borrower for cash as a cash capital contribution (or from a any other contribution of cash to capital or issuance or sale of any other Equity Interests on terms reasonably acceptable to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the BorrowerRequired Lenders), 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 7.14 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 10.77.14, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 7.14 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 7.14 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 7.14 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 7.14 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 10.77.14 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 7.14, unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 1110.1(c) above, in the event that the Borrower fails Loan Parties fail (or, but for the operation of this Section 10.4, would fail) to comply with the requirement requirements of Section 9.12 or Section 9.13 (each a “Financial Covenant” and collectively, the “Financial Covenants”) as of the financial covenant set forth in Section 10.7, from the beginning last day of any fiscal period quarter (“Measurement Date”), then from such Measurement Date until the expiration of the 10th Business Day following after the date financial statements referred to in Sections 9.1(a) or (b) are the Compliance Certificate 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 8.12(a) (the “Cure Expiration Date”), any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower Parent shall have the right to cure such failure issue Qualified Equity Interests for cash (or otherwise receive cash contributions to capital in respect of Qualified Equity Interests) (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 the Parent’s receipt by the Borrower of such cash contribution pursuant to the exercise of the Cure Right (such cash amount being referred to as the “Cure Amount”) pursuant and the contribution of such cash to the exercise of such Cure RightBorrower, such financial covenant the Financial Covenants shall be recalculated giving effect to the following a pro forma adjustments: (a) adjustment by which Consolidated EBITDA shall be increased, increased with respect to the fiscal quarter ended on such Measurement Date and any Measurement Period that includes such fiscal quarter (it being understood and agreed that the Cure Amount shall be excluded from cash netting for all purposes of calculating any ratio hereunder for any Measurement Period in which Consolidated EBITDA is deemed to be increased by the Cure Amount) solely for the purpose of determining 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 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 recalculationsadjustments in this Section 10.4, the Borrower Loan Parties shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7Financial Covenants, the Borrower Loan 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 Measurement Date with the same effect as though there if the Loan Parties had been no failure to comply therewith in compliance with such Financial Covenant 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 . (b) Notwithstanding anything in this Agreement to the contrary, (i) in each period notice of four consecutive fiscal quarters there the Parent’s intent to exercise a Cure Right shall be at least two fiscal quarters in delivered no later than the day on which no Cure Right is madefinancial statements are required to be delivered for the applicable Fiscal Quarter pursuant to Section 8.12(a), (ii) there shall a Cure Right may not be a maximum of five Cure Rights made exercised more than three (3) times during the term of this Agreement, (iii) a Cure Right may not be exercised in consecutive quarters, (iv) in each period of four (4) consecutive fiscal quarters there shall be at least two (2) fiscal quarters in which a Cure Right is not exercised, (v) for purposes of this Section 10.4, the Cure Amount shall may not be no greater than the amount expected to be required to cause the Borrower to be in compliance comply with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; Financial Covenants, and (ivvi) all Cure Amounts shall will be disregarded for the purposes of the calculation of Consolidated EBITDA and the Financial Covenants for all other purposes, including calculating basket levels, pricing, grower baskets and other items governed by reference to Consolidated EBITDA or a Financial Covenant. (c) Notwithstanding anything to the contrary contained in Section 10.2, unless the Administrative Agent has received a written notice from the Borrower of its intent not to exercise the Cure Right prior to the Cure Expiration Date, the Administrative Agent and the Lenders shall not exercise any financial ratio determination, basket determination rights or other determination under remedies based on the Credit Documents other than for determining compliance failure to comply with Section 10.7the Financial Covenants until the Cure Expiration Date has passed and such Event of Default has not been cured or waived.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 1113.1 and Section 13.2, in the event that the Borrower fails Company and its Subsidiaries fail to comply with the requirement of the financial covenant covenants set forth in Section 10.7, from 11.5 as of the beginning last day of any fiscal period until quarter (each, a “Financial Covenant Default”), 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 Company shall have the right to cure such failure (the “Cure Right”) Financial Covenant Default by causing issuing Shares for cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory otherwise receiving cash contributions to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributedCompany (any such amount, 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 a “Cure Amount”) pursuant or by contributing and pledging additional assets as Collateral to secure the Notes (any such contribution and pledge, a “Collateral Contribution”) after the last day of such fiscal quarter and on or prior to the exercise day that is fifteen (15) days prior to the first day of the immediately following fiscal quarter (the “Cure Deadline”). Any such Cure Amount shall result in a dollar-for-dollar increase to Liquidity (in the case of a breach of Section 11.5(a)), Tangible Net Worth (in the case of a breach of Section 11.5(b)), Net Worth (in the case of a breach of Section 11.5(c) and/or Section 11.5(d)) and EBITDA (in the case of a breach of Section 11.5(e)), and any such Collateral Contribution shall result in an increase to Total Collateral Value to the extent of the Value of such Cure Right, such financial covenant shall be recalculated giving effect to Collateral Contribution (in the following pro forma adjustments: (a) Consolidated EBITDA shall be increasedcase of a breach of Section 11.5(f)), solely for the purpose purposes 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 such financial covenant set forth in Section 10.7 unless at the end of 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 datefiscal quarter, and the applicable breach or default of any subsequent period that includes such financial covenants that had occurred shall be deemed cured for the purposes of this Agreementfiscal fiscal quarter; provided that (ia) in each period notice of four consecutive fiscal quarters there the Company’s intent to exercise its cure right pursuant to this Section 13.6 shall be at least two delivered concurrently with the compliance certificate that is delivered for such fiscal quarters in which no Cure Right is madequarter, (iib) there shall be a maximum the amount of five Cure Rights made during the term of this Agreement, (iii) each any Cure Amount shall will be no greater than the amount expected to be required to cause the Borrower Company and its Subsidiaries to be in compliance with the financial covenant set forth covenants giving rise to such Financial Covenant Default, (c) the Company shall not exercise its cure rights under this Section 13.6 (x) more than two (2) times in Section 10.7 for the relevant each four (4) consecutive fiscal quarter; quarter period (and not in consecutive fiscal quarters), and (ivy) more than five (5) times in the aggregate after the Closing Date, (d) all Cure Amounts or Collateral Contributions shall be used to recompute the applicable financial covenants in need of cure, but shall be disregarded for all other purposes under this Agreement, and (e) any Debt prepaid with the Cure Amount shall be deemed outstanding for 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 fiscal month or fiscal quarter being cured or for next succeeding eleven (11) fiscal months and/or the next succeeding three (3) fiscal quarters, as applicable. Until the earlier to occur of the Cure Deadline and the date on which the holders of Notes are notified that the applicable Cure Amount or Collateral Contribution will not be made, and so long as no Event of Default (other than the Event of Default arising as a result of the applicable Financial Covenant Default) exists, no holder of any Note shall impose default rate interest, accelerate the Obligations, or exercise any enforcement remedy against the Company or its Subsidiaries or any of their respective properties solely as a result of the existence of such Financial Covenant Default or Financial Covenant Defaults; provided that, until timely receipt of the applicable Cure Amount or Collateral Contribution, an Event of Default shall be deemed to exist for all other purposes of this Agreement.

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 B▇▇▇▇▇▇▇’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 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. #96533218v9 Section 538. The Agents

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, in the event that the Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.710.11, 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 such 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 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 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 such 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 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 repay any Indebtedness, the calculation of the Credit Facilities and there covenant in Section 10.11 shall not give pro forma effect to such repayment for the Test Period ending with the fiscal quarter for which the Cure Right is exercised (but shall be no pro forma reduction given effect in Indebtedness with the proceeds calculations of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 10.11 in subsequent fiscal quarters) unless such proceeds are actually applied to prepay Indebtedness under the Credit FacilitiesLoans pursuant to Section 5.1; 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 10.710.11, the Borrower 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 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 in Section 10.7 10.11 (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 relevant applicable fiscal quarterperiod, 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 under the Credit Documents other than for determining compliance with Section 10.710.11. Upon delivery to the Administrative Agent by the Borrower of written notice that it intends to exercise its Cure Right under this Section 11.14, any Default or Event of Default, as the case may be, under Section 11.3(a) in respect of a failure to observe or perform the covenant contained in Section 10.11 (or any other Default or Event of Default as a result thereof) shall retroactively be deemed not to have occurred; provided that the Borrower shall not be permitted to borrow Revolving Loans or Swingline Loans or make any Letter of Credit Request 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 10.11 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 reinstated. Following the Borrower’s notice of election to exercise the Cure Right, 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 10.11 (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 118.1, but subject to Section 8.2(b), solely for the purpose of determining whether a Financial Covenant Event of Default has occurred as of the end of and for any Reference Period (or, in the event that the Borrower fails to comply with the requirement case of Section 7.1(b), any applicable fiscal quarter of the financial covenant set forth in Section 10.7, from Borrower) ending on the beginning last day of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred quarter with respect to in Sections 9.1(a) or which an applicable Financial Covenant is tested (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 a “Cure Quarter”), the Borrower shall have the right to cure issue equity, directly or indirectly (which equity shall be not be Disqualified Capital Stock), in exchange for cash to be directly received by it, on or after the first day of such failure Cure Quarter and on or prior to the tenth (10th) Business Day after the date on which financial statements are required to be delivered pursuant to Section 6.1(a) or (b), as applicable, with respect to such Cure Quarter or the fiscal year ending on the last day of such Cure Quarter, as applicable (the “Cure RightExpiration Date”) by causing ), and such cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stockwill, unless reasonably satisfactory to the Administrative Agent) if so designated by the Borrower Borrower, be included in the calculation of Consolidated EBITDA for purposes of determining compliance with the applicable Financial Covenants as of the end of and for the Reference Period (or from a contribution to or, in the common equity capital case of Section 7.1(b), the applicable fiscal quarter of the Borrower) to be contributed, directly or indirectly, as cash common equity to ending on the Borrower, and upon receipt by the Borrower last day of such cash contribution Cure Quarter and, except in the case of Section 7.1(b) (in which case such cash will be included in the calculation of Consolidated EBITDA solely for the applicable Cure Quarter), any Reference Periods ending on the last day of any of the subsequent three fiscal quarters (any such equity contribution, an “Equity Cure Contribution,” and the amount being referred to as of such Equity Cure Contribution, 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 cash proceeds of four consecutive fiscal quarters there such Equity Cure Contribution shall be at least two fiscal quarters in which no Cure Right is made, not constitute unrestricted cash or Cash Equivalents for “cash netting” purposes and (ii) there for the avoidance of doubt, any Equity Cure Contribution made in respect of the Financial Covenant set forth in Section 7.1(b) shall constitute a Cure Amount and be included in the calculation of Consolidated EBITDA solely for purposes of determining compliance with Section 7.1(b) for the applicable Cure Quarter (and not for any other fiscal quarter of the Borrower for which Section 7.1(b) is tested or for any other purpose (including, for the avoidance of doubt, for purposes of determining compliance with the Financial Covenants set forth in Section 7.1(c) or (d))). All Equity Cure Contributions shall be a maximum of five Cure Rights made during the term disregarded for all purposes of this AgreementAgreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants as of the end of and for the Reference Period (or, in the case of Section 7.1(b), the applicable fiscal quarter of the Borrower) ending on the last day of such applicable Cure Quarter and (except as set forth in the immediately preceding proviso with respect to Section 7.1(b)) any Reference Periods ending on the last day of any of the subsequent three fiscal quarters, including being disregarded for purposes of the determination of the Available Amount and all components thereof and any baskets with respect to the covenants contained in Section 7 (other than Section 7.1). Notwithstanding anything to the contrary contained in Section 8.1, (iiiA) each upon receipt of the Cure Amount shall be no greater than by the Borrower in an amount expected to be required necessary to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 applicable Financial Covenant, as of the end of and for the relevant Reference Period (or, in the case of Section 7.1(b), the applicable fiscal quarter; and (ivquarter of the Borrower) all ending on the last day of such applicable Cure Amounts Quarter, the applicable Financial Covenant, shall be disregarded deemed satisfied and complied with as of the end of and for such Reference Period (or, in the purposes case of any financial ratio determinationSection 7.1(b), basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7.applicable fiscal quarter of

Equity Cure. (a) For the purpose of determining whether a breach of the covenant set forth in Section 8.12 and/or Section 8.18 as of the last day of any Fiscal Quarter has occurred (each, a “Specified Covenant Default”), and so long as no other Event of Default is then in existence, the Borrower shall have the right (a “Cure Right”), subject to the limitations set forth in Section 8.25(b), to designate any portion of the net cash proceeds from the sale or issuance of Equity Interests of the Parent or any cash contribution to the common capital of the Parent made after the Closing Date (the “Cure Amount”) as, solely to the extent set forth in this Section 8.25(a), an increase to Consolidated EBITDA for the specified Fiscal Quarter (the “Specified Period”); provided that: (i) the Cure Amount is received during the Specified Period, or prior to the 10th day after the date on which financial statements with respect to the Specified Period are required to be delivered to the Administrative Agent (such 10 day period, the “Cure Standstill Period”); (ii) the Cure Amount does not exceed the aggregate amount necessary to cure the Specified Covenant Default for the Specified Period; (iii) during the Cure Standstill Period, the Borrower shall have provided written notice to the Administrative Agent (which shall be irrevocable) that such amounts are designated as a “Cure Amount” with respect to the Specified Period; (iv) during the Cure Standstill Period, no Default or Event of Default shall be deemed to be outstanding under this Agreement as a result of the Specified Covenant Default; and (v) prior to the delivery of the written notice described in clause (iii), the Cure Amount shall be held in an Account subject to a Control Agreement, and such Cure Amount shall not be applied to increase Consolidated EBITDA unless and until the Borrower delivers such written notice to the Administrative Agent. Upon actual receipt of the Cure Amount by the Borrower in accordance with the foregoing, Consolidated EBITDA for the Specified Period solely in respect of the covenants under Section 8.12 and/or Section 8.18 shall be deemed retroactively to have been increased in the amount of the Cure Amount, and any Default or Event of Default arising as a result of the Specified Covenant Default for such Specified Period, to the extent that it would not have existed had Consolidated EBITDA for the Specified Period been increased by the Cure Amount, shall be deemed not to have occurred for purposes of the Loan Documents. (b) The Cure Amount included in the calculation of Consolidated EBITDA for the Specified Period shall be used and included when calculating Consolidated EBITDA for each four Fiscal Quarter period that includes the Specified Period, but solely for purposes of determining whether a Specified Covenant Default has occurred, and for no other purposes. For the avoidance of doubt, for the purposes of any right to utilize any basket levels, or any right to engage in any transaction under this Agreement, the Cure Amount will be disregarded in determining Consolidated EBITDA for such purposes. Notwithstanding anything to the contrary contained in this Section 118.25, in the event that the Borrower fails to comply with the requirement of the financial covenant Cure Right 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: clause (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 Section 8.25 may not be exercised in more than 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 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 10.7Fiscal Quarters.

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(a7.11(a) or (b) are required to be delivered in respect of for any Measurement 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 StockIf the Borrowers desire to cure any Financial Covenant Default, unless reasonably satisfactory the Borrowers shall deliver to the Administrative AgentAgent irrevocable written notice of the Borrowers’ intent to cure (a “Cure Notice”) no later than five (5) Business Days after the earlier of (x) the date on which financial statements and a Compliance Certificate executed by an Responsible Officer of each Borrower for the Borrower applicable fiscal quarter are required to be delivered and (or from y) the date on which financial statements and a contribution 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 equity capital of terms hereof (the Borrower“Financial Covenant Cure Amount”). (ii) to be contributedIf the Borrowers deliver a Cure Notice, Ultimate Parent shall, directly or indirectly, as purchase Capital Stock of Holdco that is not Disqualified Capital Stock or make a cash common equity capital contribution to the BorrowerHoldco (collectively, and upon receipt by the Borrower of such cash contribution (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 ten (b10) Consolidated First Lien Secured Debt shall Business Days after the earlier of (x) the date on which financial statements and a Compliance Certificate for the applicable fiscal quarter are required to be decreased solely to delivered and (y) the extent date on which financial statements and a Compliance Certificate for the applicable fiscal quarter were actually delivered. The cash 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 received by Holdco from 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 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 fiscal quarters. (iii) The Equity Cure Right shall not be deemed cured for the purposes of this Agreement; provided that exercised (ix) in each period of more than two (2) fiscal quarters in any four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, quarter period or (iiy) there shall be a maximum of five Cure Rights made more than four (4) times during the term of this Agreement, (iii) each and the amount of any Equity Cure Amount Investment shall be no greater than the amount expected to be of Consolidated Adjusted EBITDA required to cause the Borrower to be in compliance with all financial covenants, and any Financial Covenant Cure Amounts shall not exceed $3,000,000 per each occurrence or $12,000,000 in the financial covenant set forth in Section 10.7 for aggregate after the relevant fiscal quarter; and Closing Date. (iv) all Upon timely receipt by Holdco of the cash proceeds from the Equity Cure Amounts Investment, and the immediate application of 100% of the proceeds thereof as a mandatory prepayment of the outstanding Term Loans, the applicable Financial Covenant Default shall be disregarded deemed cured. (v) Any Loans prepaid with the proceeds of an Equity Cure Investment shall be deemed outstanding for the purposes purpose 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 fiscal quarter being cured and the next three fiscal quarters.

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(a7.11(a) or (b) are required to be delivered in respect of for any Measurement 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 StockIf the Borrowers desire to cure any Financial Covenant Default, unless reasonably satisfactory the Borrowers shall deliver to the Administrative AgentAgent irrevocable written notice of the Borrowers’ intent to cure (a “Cure Notice”) no later than five (5) Business Days after the earlier of (x) the date on which financial statements and a Compliance Certificate executed by an Responsible Officer of each Borrower for the Borrower applicable fiscal quarter are required to be delivered and (or from y) the date on which financial statements and a contribution 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 equity capital of terms hereof (the Borrower“Financial Covenant Cure Amount”). (ii) to be contributedIf the Borrowers deliver a Cure Notice, Ultimate Parent shall, directly or indirectly, as purchase Equity Interests of Holdco that is not Disqualified Capital Stock or make a cash common equity capital contribution to the BorrowerHoldco (collectively, and upon receipt by the Borrower of such cash contribution (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 ten (b10) Consolidated First Lien Secured Debt shall Business Days after the earlier of (x) the date on which financial statements and a Compliance Certificate for the applicable fiscal quarter are required to be decreased solely to delivered and (y) the extent date on which financial statements and a Compliance Certificate for the applicable fiscal quarter were actually delivered. The cash 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 received by Holdco from 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 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 following three fiscal quarters. Prior to the Cure Date in accordance with the same effect foregoing, any Event of Default that has occurred as though there had been no failure to comply therewith at such date, and a result of the applicable breach or default of such financial covenants that had occurred Financial Covenant Defaults shall be deemed cured to be continuing and, as a result, Revolving Loans Lenders shall have no obligation to make additional Revolving Loans or otherwise extend additional credit hereunder. For the avoidance of doubt, the proceeds of Revolving Loans shall not be used for any portion of the purposes of this Agreement; provided that Equity Cure Investment. (iiii) The Equity Cure Right shall not be exercised (x) in each period of more than two (2) fiscal quarters in any four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, quarter period or (iiy) there shall be a maximum of five Cure Rights made more than four (4) times during the term of this Agreement, (iii) each and the amount of any Equity Cure Amount Investment shall be no greater than the amount expected to be of Consolidated Adjusted EBITDA required to cause the Borrower to be in compliance with the all financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and covenants. (iv) all Upon timely receipt by ▇▇▇▇▇▇ of the cash proceeds from the Equity Cure Amounts Investment, and the immediate application of 100% of the proceeds thereof as a mandatory BN 85885577v13 prepayment of the outstanding Term Loans, the applicable Financial Covenant Default shall be disregarded deemed cured (the “Cure Date”). (v) Any Term Loans prepaid with the proceeds of an Equity Cure Investment shall be deemed outstanding for the purposes purpose 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 fiscal quarter being cured and the next three fiscal quarters.

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 condition) 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 condition) 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 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 First Lien Secured Debt 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 condition), 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 condition) 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) [RESERVED]. (f) 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 (j) below. (g) 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. (ch) 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. (i) 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. (j) 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. (k) 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 First Amendment Period and/or the Second 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 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 -174- 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 (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 10.7, from the beginning paragraphs (a) to (c) 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 Clause 22.2 (bFinancial condition) are required to not complied with (or would but for this Clause 22.4 not be delivered complied with) in respect of a Relevant Period (a “Breach Period”), but (i) after the expiry of such fiscal Breach Period and on or prior to the date falling 20 Business Days after the date on which the Compliance Certificate relating to the relevant Quarterly Financial Statements, Semi-Annual Financial Statements and/or Annual Financial Statements (as applicable) for a period for which such financial covenant ending on the last day of that Breach Period is being measureddelivered (or, any holder if earlier, is due to be delivered) to the Facility Agent under paragraph (a) of Capital Stock or Stock Equivalents Clause 21.2 (Provision and contents 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”); (ii) pursuant the Borrower has elected to apply such Cure Amount to cure the exercise breach of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: requirements under paragraphs (a) Consolidated EBITDA shall be increased, solely to (c) of Clause 22.2 (Financial condition) 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 such Breach Period pursuant 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; paragraphs (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(c) below; and (iii) such Cure Amount is sufficient to cure the breach of such requirements under paragraphs (a) to (c) of Clause 22.2 (Financial condition) for such Breach Period (as determined in accordance with paragraph (c)), then, if, after giving effect to the foregoing recalculationsadjustments under paragraph (c) below, the Borrower shall then be in compliance with the requirements of the financial covenant set forth covenants in Section 10.7paragraphs (a) to (c) of Clause 22.2 (Financial condition) are met in respect of such Breach Period, the Borrower such requirements 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 under paragraphs (a) to (c) of Clause 22.2 (Financial condition) 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 (or, if earlier, was due to be delivered) 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 paragraphs (a) to (c) of 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; and (v) such Cure Amount must be received in cash by the Borrower on or before such Cure Date. (c) The Borrower may only elect to apply the amount of such Cure Amount towards curing the non-compliance of the financial covenants under paragraphs (a) to (c) of Clause 22.2 (Financial condition) by: (i) for the purpose of calculating Leverage and Interest Coverage Ratio for such Breach Period, adding such Cure Amount to EBITDA of the Group for such Breach Period (and, for the avoidance of doubt, Total Net Debt as at the last day of such Breach Period shall not be deemed to be decreased by reference to such Cure Amount); and (ii) for the purposes of this Agreement; provided that calculating the Debt Service Coverage Ratio for such Breach Period, adding the amount of such Cure Amount to the Cashflow in respect of such Breach Period (iand, for the avoidance of doubt, Debt Service in respect of such Breach Period shall not be deemed to be decreased by reference to such Cure Amount). (d) Where (A) a Cure Amount is received by the Borrower and applied to cure any financial undertakings under Clause 22.2 (Financial condition) in each period respect of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is madeany Breach Period, (iiB) there shall be the Borrower has notified the Facility Agent upon receipt of such Cure Amount that it intends to apply such Cure Amount in accordance with this paragraph (d) and (C) the Borrower has deposited that Cure Amount into the Cure Amount Account prior to the Test Date that immediately follows the last day of such Breach Period and has notified the Facility Agent at the time of such deposit that such deposit is made on account of such Cure Amount for such Breach Period, then for the purposes of calculating the financial undertakings in Clause 22.2 (Financial condition) for any Relevant Period that ends after that Breach Period and which overlaps with the Test Date falling on the last day of such Breach Period in respect of which such Cure Amount was applied (such Relevant Period being a maximum of five Cure Rights made during the term of this Agreement“Subsequent Relevant Period”), (iii) each such Cure Amount shall be included in all calculations of the financial undertakings in Clause 22.2 (Financial condition) as if such Cure Amount had been added to (for the purposes of Leverage and the Interest Coverage Ratio) the EBITDA of the Group for that Subsequent Relevant Period or (for the purposes of the Debt Service Coverage Ratio) the Cashflow of the Group for that Subsequent Relevant Period provided that no greater than double counting should be permitted and: (i) to the extent that any Cure Amount is subsequently applied in prepayment of any Borrowings at any time during any such Subsequent Relevant Period shall not be added to EBITDA or Cashflow for any such Subsequent Relevant Period; (ii) to the extent that any Cure Amount is standing to the credit of the Cure Amount Account as at the last day of any such Subsequent Relevant Period, such amount shall not be taken into account or included in any of paragraphs (a) to (c) of the definition of “Total Net Debt” for the purpose of calculating Leverage in respect of any such Subsequent Relevant Period; and (iii) to the extent that any Cure Amount is withdrawn, transferred or applied from the Cure Amount Account for payment to any Group Member or payment or transfer into any account of any Group Member at any time during any such Subsequent Relevant Period (1) such Cure Amount shall not be added to EBITDA for any Subsequent Relevant Period (that ends on or after the date of such withdrawal, transfer or application) pursuant to this paragraph (d) and (2) (for the avoidance of doubt) the amount expected so withdrawn, transferred or applied in favour of a Group Member shall not be excluded in the calculation of Cash as at the end of any Subsequent Relevant Period (that ends on or after the date of such withdrawal, transfer or application) for the purposes of the definition of “Total Net Debt”, in each case, for the purpose of calculating Leverage in respect of any such Subsequent Relevant Period. (e) The application or addition of any Cure Amount, or the inclusion of any Cure Amount in the calculation of any financial undertakings in Clause 22.2 (Financial condition), pursuant to paragraphs (a) to (d) shall be required to cause solely for the Borrower to be in purposes of ascertaining compliance with the financial covenant set forth undertakings in Section 10.7 for Clause 22.2 (Financial condition) in respect of the relevant fiscal quarter; applicable Breach Period (as re-calculated) or Subsequent Relevant Period and (iv) all Cure Amounts shall be disregarded not for the purposes of determining the Margin or any financial ratio determination, basket determination Permitted Acquisition or any other determination permission or usage under or in respect of the Credit Finance Documents or any other than for determining purpose. (f) Any Cure Amount received by the Borrower in accordance with this Clause 22.4 may exceed the amount required to rectify any breach or non-compliance with Section 10.7the financial undertakings in Clause 22.2 (Financial condition) in respect of any Breach Period. Such Cure Amount may be retained by the Group and may be applied as the Borrower shall determine in its sole discretion, including working capital or operating expenditure of the Group or as an Acceptable Funding Source, but may not be applied to fund any Permitted Distribution to any person that is not a Group Member.

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower fails to comply with the requirement For purposes 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 6.11 of this Agreement, as of the Credit Facilities; and (c) ifend of any one Fiscal Quarter, after giving effect upon notice from the Borrower to the foregoing recalculationsLender on or prior to the date that the financial statements for the month on which the last day of such Fiscal Quarter occurs are required to be delivered pursuant to Section 5.09.2 that the Borrower intends to receive an Equity Cure pursuant to this Section 8.05, subject to the limitations set forth below, a cash equity investment contribution (an “Equity Cure”) (which to the extent constituting other than common Equity Interests will be on terms and conditions acceptable to the Lender but shall not, in any event be in the form of a loan) from the Guarantor or the Ultimate Parent, the net cash proceeds of such Equity Cure received by the Borrower shall then within fifteen (15) days following the date on which such financial statements are required to be in delivered will, at the Borrower’s request, be deemed to increase net income for such Fiscal Quarter and as of the last day of such Fiscal Quarter solely for the purposes of determining compliance with the requirements of the financial covenant Interest Coverage Ratio as set forth in Section 10.76.11 hereof tested at the end of such Fiscal Quarter and applicable subsequent periods which include such Fiscal Quarter. Following an Equity Cure, the Borrower shall be deemed to have satisfied must immediately pay down the requirements amount of the financial covenant Loans that would have caused the breach of the Interest Coverage Ratio set forth in Section 10.7 as of 6.11 hereof had no Equity Cure been made to 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 extent necessary to cause the Borrower to be in compliance with Section 6.11 as of the last day of the relevant Fiscal Quarter, and shall deliver to the Lender calculations demonstrating to the reasonable satisfaction of the Lender monthly pro forma financial covenant compliance by the Borrower for the remainder of the term of the Credit Facility. The Equity Cure may be exercised only once during the two-year term of the Credit Facility. The Lender shall not be obligated to extend additional credit under the Credit Facility during the period between the breach of the financial covenant set forth in Section 10.7 for and the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for completion of the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7Equity Cure.

Equity Cure. Notwithstanding anything to the contrary contained in this Section Article 11, in the event that the Borrower fails Borrowers fail to comply with the requirement of the any financial covenant set forth in Section 10.710.9, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date of the delivery of the Compliance Certificate under Section 9.1(d) with the financial statements referred to in Sections Section 9.1(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 Lead 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 AgentEquity Interests) 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 Lead Borrower, and upon receipt by the Lead 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 10.9 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 Borrowers shall then be in compliance with the requirements of the financial covenant set forth in Section 10.710.9, the Borrower Borrowers shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 10.9 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable 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 financial covenant set forth in Section 10.7 for the relevant fiscal quarter10.9; 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; and (v) no Lender or Issuing Bank shall be required to make any extension of credit hereunder during the 10 Business Days period referred to above.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 118.1, but subject to Section 8.2(b), solely for the purpose of determining whether a Financial Covenant Event of Default has occurred as of the end of and for any Reference Period (or, in the event that the Borrower fails to comply with the requirement case of Section 7.1(b), any applicable fiscal quarter of the financial covenant set forth in Section 10.7, from Borrower) ending on the beginning last day of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred quarter with respect to in Sections 9.1(a) or which an applicable Financial Covenant is tested (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 a “Cure Quarter”), the Borrower shall have the right to cure issue equity, directly or indirectly (which equity shall be not be Disqualified Capital Stock), in exchange for cash to be directly received by it, on or after the first day of such failure Cure Quarter and on or prior to the tenth (10th) Business Day after the date on which financial statements are required to be delivered pursuant to Section 6.1(a) or (b), as applicable, with respect to such Cure Quarter or the fiscal year ending on the last day of such Cure Quarter, as applicable (the “Cure RightExpiration Date”) by causing ), and such cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stockwill, unless reasonably satisfactory to the Administrative Agent) if so designated by the Borrower Borrower, be included in the calculation of Consolidated EBITDA for purposes of determining compliance with the applicable Financial Covenants as of the end of and for the Reference Period (or from a contribution to or, in the common equity capital case of Section 7.1(b), the applicable fiscal quarter of the Borrower) to be contributed, directly or indirectly, as cash common equity to ending on the Borrower, and upon receipt by the Borrower last day of such cash contribution Cure Quarter and, except in the case of Section 7.1(b) (in which case such cash will be included in the calculation of Consolidated EBITDA solely for the applicable Cure Quarter), any Reference Periods ending on the last day of any of the subsequent three fiscal quarters (any such equity contribution, an “Equity Cure Contribution,” and the amount being referred to as of such Equity Cure Contribution, 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 cash proceeds of four consecutive fiscal quarters there such Equity Cure Contribution shall be at least two fiscal quarters in which no Cure Right is made, not constitute unrestricted cash or Cash Equivalents for “cash netting” purposes and (ii) there shall be a maximum for the avoidance of five doubt, any Equity Cure Rights Contribution made during in respect of 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 Financial Covenant set forth in Section 10.7 7.1(b) shall constitute a Cure Amount and be included in the calculation of Consolidated EBITDA solely 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 10.77.1(b) for the applicable Cure Quarter (and not for any other fiscal quarter of the Borrower for which Section 7.1(b) is tested or for any other purpose (including, for the avoidance of doubt, for purposes of determining compliance with the Financial Covenants set forth in Section 7.1(c) or (d))).

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, to use cash net equity from the proceeds derived from an of any issuance of Capital Stock of Parent or Stock Equivalents otherwise received as additional paid in capital or cash contributions from its equity holders, in either case, in an aggregate amount necessary to cure the relevant financial covenant (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”). 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, at ▇▇▇▇▇▇▇▇’s sole discretion, (i) pursuant in an amount equal to the exercise Cure Amount to be held 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; ; (bii) 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 (ciii) 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 Agreement. In the event that Borrower shall have delivered to Agent written notice of this Agreement; provided that its intention to exercise the Cure Right (i) in each period of four consecutive fiscal quarters there 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 (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 Agent or otherwise cured by the purposes Loan Parties. 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 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 the manner directed by the Required Lenders.

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 |US-DOCS\101663612.13131839430.6|| 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. (a) Notwithstanding anything to the contrary contained in this Section 117.01, in for the event that the Borrower fails to comply with the requirement purpose of the financial covenant set forth in determining whether an Event of Default under 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 6.13 (the “Cure RightFinancial Covenant”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stockhas occurred, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or may designate any net cash proceeds from a contribution direct equity investment in Holdings in cash in the form of common Equity Interests (so long as all such net cash proceeds shall have been substantially concurrently contributed by Holdings 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 as an increase to Consolidated EBITDA of the Borrower for the applicable Fiscal Quarter(the foregoing right of the Borrower, the “Cure Right”); provided that (i) such amounts to be designated are actually received by the Borrower on or after the last day of such applicable fiscal quarter and on or prior to the exercise of tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter (the “Cure RightExpiration Date”), (ii) such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) 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 Covenant with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the such Cure Right was exercised (and any Test Period including such fiscal quarter) and not for any other purpose under this Agreementany Loan Document (including, by an without limitation, for purposes of determining pricing, mandatory prepayments and the availability or amount equal permitted pursuant to any covenant under Article VI), (iii) there shall be no reduction in Total Secured Debt in connection with any Cure Amounts for determining compliance with Section 6.13 for any fiscal quarter in which the Cure Amount is included in Consolidated EBITDA and no Cure Amounts will reduce (or count towards) the Secured Net Leverage Ratio for purposes of any calculation thereof and (iv) the Borrower shall have provided notice to the Administrative Agent on the date such amounts are designated as a “Cure Amount;.” (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 Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7Financial Covenant during such fiscal quarter, 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 Default or default Event of such financial covenants Default under Section 7.01 that had occurred shall be deemed cured for the purposes of this Agreementcured; provided that (i) in each period of four consecutive the Cure Right may be exercised with respect to no more than five (5) 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, (ii) in each four consecutive fiscal quarter period, there shall be no more than two fiscal quarters in respect of which the Cure Right is exercised (which quarters may be consecutive) and (iii) each with respect to any exercise of the Cure Right, the 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. (c) Notwithstanding anything in Section 10.7 for this Agreement to the relevant fiscal quarter; contrary, following the delivery by the Borrower of a written notice to the Administrative Agent prior to the Cure Expiration Date of its good faith intent to exercise the Cure Right, the Lenders shall not be permitted to exercise any rights then available as a result of an Event of Default under this Article VII solely on the basis of a breach of the Financial Covenant until and (iv) all unless the Cure Amounts shall be disregarded for Expiration Date has occurred without the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7Cure Amount having been received and designated.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 11Article X, in the event that the Borrower fails to comply with the requirement any 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 fifteenth Business Day following the date financial statements referred to on which the Compliance Certificate in Sections 9.1(a) or (b) are respect of the applicable fiscal quarter is required to be delivered in respect pursuant to Section 8.01(d), the members 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 (i) purchase Capital Stock (which shall be in the form of common equity or other equity having terms reasonably acceptable to the Agent) of Holdings or to contribute additional capital in respect of their existing Capital Stock of Holdings and (ii) make payment for such failure Capital Stock in cash or make such capital contributions in cash within fifteen (15) Business Days following the date on which the Compliance Certificate in respect of the applicable fiscal quarter is required to be delivered pursuant to Section 8.01(d) (collectively, the “Cure Right”); provided that Holdings shall immediately upon receipt of such cash payment contribute one hundred percent (100%) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory such payment 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 the 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 such members and Holdings 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 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 amount of the Specified Equity Contribution (the “Cure Amount; (b) Consolidated First Lien Secured Debt ”). The Borrower shall be decreased solely immediately apply the full Cure Amount to the extent proceeds payment of the Cure Amount are actually applied to prepay any of Obligations 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 manner specified in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if5.02(b). 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 10.7all Financial Covenants (and shall deliver to Agent a pro forma Compliance Certificate demonstrating such compliance), the Borrower shall be deemed to have satisfied complied 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 or default of such financial covenants the Financial Covenants that had occurred shall be deemed cured for the purposes of this Agreement; . For the avoidance of doubt, no Lender shall have any obligation to make additional loans or otherwise extend credit hereunder until the Event of Default has been cured. In the event the Borrower does not cure all applicable Financial Covenant violations as provided that in this Section 10.03, the existing Events of Default shall continue unless waived in writing by the Required Lenders in accordance herewith. Notwithstanding anything herein to the contrary, (i) in each four (4) fiscal quarter period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no 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 the Cure Amount Right shall not be exercised in any two (2) consecutive fiscal quarters, (iv) 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; Financial Covenants, and (ivv) no Indebtedness repaid with the proceeds of a Specified Equity Contribution shall be deemed repaid for purposes of determining compliance with the Financial Covenants for any fiscal quarter in which a Specified Equity Contribution is included in Consolidated EBITDA. For the avoidance of doubt, after determining compliance with the Financial Covenants pursuant to Section 9.13 for all applicable periods in which the Cure Amounts Amount is included in determining such compliance, all Specified Equity Contributions shall be disregarded for the all other purposes under this Agreement, including for purposes of determining the availability or amount of any financial ratio determinationcovenant baskets or carve-outs, basket determination in each case that would otherwise be impacted by Consolidated EBITDA amounts or other determination under the Credit Documents other than for determining compliance with Section 10.7.Financial Covenant levels. 124

Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 118.01, in the event that of any Event of Default under the Borrower fails to comply with the requirement of the financial covenant covenants set forth in Section 10.7, from the beginning of 7.01(a) and (b) for any fiscal quarter, during the period until commencing with the expiration last day of such fiscal quarter and ending on the 10th date that is the tenth (10th) Business Day following after the date on which financial statements referred are required to in Sections 9.1(abe delivered pursuant to Section 6.01(a) or (b) are and the corresponding Compliance Certificate is required to be delivered in pursuant to Section 6.01(d) with respect to such fiscal quarter hereunder (such period, the “Cure Period” and the last day of such fiscal period for which such financial covenant is being measuredperiod, any holder of Capital Stock the “Cure Period Deadline”), the Borrower may (in accordance with applicable law) sell or Stock Equivalents issue common Equity Interests of the Borrower to any Person that is not a Credit Party (to the extent such transaction would not result in a Change in Control) or any direct or indirect parent otherwise obtain cash capital contributions on account of common Equity Interests and, in either case, apply the Borrower shall have the right to cure proceeds of such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock Equity Interests to, as applicable, with respect to Section 7.01(a), increase Consolidated EBITDAX or Stock Equivalents with respect to Section 7.01(b), decrease Total Net Debt (other than Disqualified Stocksuch application, unless reasonably satisfactory a “Covenant Cure Payment”); provided that (i) such proceeds shall first be applied to prepay outstanding Loans (if any) and Cash Collateralize L/C Obligations in accordance with Section 2.05 and thereafter may apply any remaining proceeds to prepay the Administrative AgentTerm Loan Obligations; provided that any amounts applied to prepay outstanding Loans and Cash Collateralize L/C Obligations shall also automatically reduce the Aggregate Elected Commitment Amounts and the Borrowing Base by the same amount, applied ratably among the Lenders in accordance with each Lender’s Applicable Percentage, (ii) the proceeds of such issuance of Equity Interests or cash capital contribution, as applicable, is actually received by the Borrower during the applicable Cure Period (or from a contribution to the common equity capital of the Borrower) to be contributedand, 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 avoidance 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 doubt, no later than the Cure Right was exercised and not for any other purpose under this AgreementPeriod Deadline), by an amount equal to the Cure Amount; (biii) 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 Total Net Debt with the proceeds of the Covenant Cure Amount Payment for purposes of determining compliance with the financial covenant in Section 7.01(a) with respect to the relevant fiscal quarter in respect of which the cure right contemplated under this Section 8.03 is used or subsequent periods that include such fiscal quarter as part of its trailing twelve month period or trailing four quarter period and (iv) the amount of the Covenant Cure Payment shall not exceed the amount necessary to bring the Borrower into compliance with Section 7.01(a) or (b), as applicable. Subject to the terms set forth above and the terms in Section 8.03(b) and (c) below, upon (A) application of the proceeds of such issuance of Equity Interests or cash capital contribution, as applicable, as provided above during the Cure Period in such amounts sufficient to cure the Events of Default under the applicable covenant set forth in Section 7.01 and (B) delivery of an updated Compliance Certificate executed by a Responsible Officer to the Administrative Agent reflecting compliance with the applicable covenant set forth in Section 7.01, as applicable, such Events of Default shall be deemed cured and no longer in existence. For the avoidance of doubt, the amount of any Covenant Cure Payment made in accordance with the terms of this Section 8.03 shall be deemed to either (x) increase Consolidated EBITDAX by a like amount for purposes of calculating the Consolidated Total Net Leverage Ratio or (y) decrease Total Net Debt by a like amount for purposes of calculating the asset coverage ratio in Section 7.01(b), as applicable, for the relevant fiscal quarter. (b) The parties hereby acknowledge and agree that this Section 8.03 may not be relied on for purposes of calculating any financial ratios or other conditions or compliances other than the financial covenant set forth in Section 10.7 unless such proceeds are actually 7.01 and shall not result in any adjustment to any amounts other than the amount of Consolidated EBITDAX or the amount of Total Net Debt, in each case, referred to in Section 8.01(a) above for purposes of determining the Borrower’s compliance with Section 7.01. To the extent a Covenant Cure Payment is applied to prepay Indebtedness under increase Consolidated EBITDAX or decrease Total Debt, as applicable, such Covenant Cure Payment shall only be taken into account in connection with the Credit Facilities; andcalculations of the applicable covenant contained in Section 7.01 as of a particular fiscal quarter end and any subsequent calculations of such covenants which contain such particular fiscal quarter as part of its trailing twelve month period or trailing four quarter period. (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 In each period of four consecutive fiscal quarters quarters, there shall be at least two (2) fiscal quarters in which no Cure Right cure set forth in this Section 8.03 is made. Furthermore, (ii) there shall be a maximum of five Cure Rights made the Borrower may not utilize more than three cures provided in this Section 8.03 during the term duration 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.