Common use of Right to Cure Clause in Contracts

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event that the Borrower fails to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, at any time after the last day of such fiscal quarter until the expiration of the tenth (10)th Business Day subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), as applicable (such date, the “Cure Expiration Date”), Holdings shall have the right to issue common equity for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 shall be recalculated giving effect to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith), the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11, the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 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 the Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that the Borrower fails and its Restricted Subsidiaries fail to comply with the requirements of Section 7.11 the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the last day beginning of such fiscal quarter until the expiration of the tenth (10)th 10th Business Day subsequent to following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a5.01(a) or (bSection 5.01(b), as applicable (such date, the “Cure Expiration Date”), Holdings Borrower or any Parent Entity thereof shall have the right to issue common equity Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity Equity Interests or other Equity Interests (provided such equity, other Equity Interests are reasonably satisfactory to the “Specified Equity Contribution”)Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by Holdings the Borrower of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (ia) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and; (iib) if, after giving effect to the foregoing pro forma adjustment (without counting giving effect to any portion of the Cure Amount as Unrestricted Cash on the balance sheet of the Borrower and without its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewithIndebtedness), the Borrower and the its Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Performance Covenants, the Borrower and the its Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings.and (bc) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and times, (iii) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure AmountAmount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability Available Amount, the Available Equity Amount, any financial ratio-based conditions or amount of any covenant baskets tests, pricing or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 VI of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, but subject to Sections 7.03(b) and (c), for the purpose of determining whether an Event of Default under the Financial Covenants has occurred, Holdings may on one or more occasions designate any portion of the Net Proceeds from any sale of Qualified Equity Interests of Holdings or of any cash contribution to the capital of Holdings (which shall be in the event that form of common equity, Qualified Equity Interests or subordinated debt on terms reasonably satisfactory to the Borrower fails Revolving Administrative Agent) (or from any other contribution to comply with capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the requirements Revolving Administrative Agent) (the “Cure Amount”) as an increase to Consolidated EBITDA of Section 7.11 as Holdings and its Restricted Subsidiaries for the applicable fiscal quarter; provided that: (i) such amounts to be designated are actually received by Holdings (i) on or after the first Business Day of the last day of any applicable fiscal quarter of the Borrower, at any time after the last day of such fiscal quarter until the expiration of and (ii) on or prior to the tenth (10)th Business Day subsequent to 10th) day after the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant with respect to Section 6.01(a) or such applicable fiscal quarter (b), as applicable (such date, the “Cure Expiration Date”), Holdings shall have ; (ii) such amounts to be designated do not exceed the right maximum aggregate amount necessary to issue common equity for cash or otherwise receive cash contributions to cure any Event of Default under the capital Financial Covenants as of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower date; provided that if there is an Event of Default under both of the Net Equity Proceeds Financial Covenants, such amounts to be designated do not exceed the maximum aggregate amount necessary to cure any Event of Default under both of the Financial Covenants as of such Specified Equity Contribution that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 shall be recalculated giving effect to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 and not for any other purpose under this Agreement, by an amount equal to the Cure Amountdate; and (iiiii) if, after giving effect the Borrower will have provided notice to the foregoing pro forma Revolving Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenants is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter will be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 7.03(a) may not be relied on for purposes of calculating any baskets or financial ratios other than as applicable to the Financial Covenants (and may not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VI) and may not result in any adjustment to any amounts (without counting any including the amount of Indebtedness) or increase in cash with respect to the fiscal quarter with respect to which such Cure Amount was received other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. Notwithstanding anything to the contrary contained in Section 7.01 and Section 7.02, (x) upon designation of the Cure Amount as Unrestricted Cash and without giving pro forma effect by Holdings in an amount necessary to cure any portion Event of Default under the Cure Amount applied to any repayment of any Indebtedness in connection therewith)Financial Covenants, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11, the Borrower and the Restricted Subsidiaries shall Financial Covenants will be deemed to have satisfied the requirements of Section 7.11 and complied with 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, with the Financial Covenants and any Event of Default under the applicable breach or default Financial Covenants (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Section 7.11 that had occurred shall be deemed cured for Loan Documents, (y) from and after the purposes of this Agreement; provided date that the Borrower shall have notified delivers a written notice to the Revolving Administrative Agent that it intends to exercise its cure right under this Section 7.03 (a “Notice of Intent to Cure”) neither the Revolving Administrative Agent nor any Lender may exercise any rights or remedies under any Loan Document on the basis of any actual or purported Event of Default under the Financial Covenants until and unless the Cure Expiration Date has occurred without the Cure Amount having been designated and (z) no Lender or L/C Issuer shall be required to (but in its sole discretion may) make any Revolving Loan or make a L/C Credit Extension from and after such time as the Revolving Administrative Agent has received the Notice of Intent to Cure Right within five (5) Business Days of unless and until the issuance of the relevant Equity Interests or the receipt of the cash contributions by HoldingsCure Amount is actually received. (b) Notwithstanding anything herein to the contrary, (i) in In each period of four consecutive fiscal quarter period of the Borrower quarters, there shall be at least no more than two (2) fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant cure right set forth in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder7.03(a) is exercised. (c) Notwithstanding anything herein to There shall be no more than five (5) fiscal quarters in which the contrary, cure rights set forth in Section 7.03(a) are exercised during the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as term of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount)Facilities. (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01(b), in the event that the Borrower fails to comply with the requirements of Section 7.11 as of Financial Covenant, from the last day of any fiscal quarter of the Borrower, at any time after the last day of such fiscal quarter Test Period until the expiration of the tenth (10)th fifteenth Business Day subsequent to after the date on which the financial statements with respect to the Test Period in which such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) covenant is being measured are required to be delivered pursuant to Section 6.01(a) or (b), as applicable (such date6.01, the “Cure Expiration Date”), Holdings shall have Borrower may designate any direct equity investment in the right to issue Borrower in cash in the form of common equity for cash Equity Interests (or otherwise receive cash contributions other Qualified Equity Interests of the Borrower reasonably acceptable to the capital Administrative Agent) made during the Test Period until the end of Holdings such time period as cash common equity a Cure Amount (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of net cash proceeds corresponding to the Net Equity Proceeds exercise of such Specified Equity Contribution that are not otherwise applied the Cure Right (the “Cure Amount”) pursuant to ), the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Covenant shall be recalculated recalculated, giving effect to the following a pro forma adjustment: increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that (ix) such pro forma adjustment to Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, given solely for the purpose of measuring determining the financial covenant in Section 7.11 existence of a Default or an Event of Default under the Financial Covenant with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under 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 VII) for the quarter with respect to which such Cure Right was exercised and (y) there shall be no reduction in Indebtedness in connection with any Cure Amounts for determining compliance with Section 7.09 and no Cure Amounts will reduce (or count towards) the First Lien Leverage Ratio, the Secured Leverage Ratio or the Total Leverage Ratio for purposes of any calculation thereof, in each case, for the fiscal quarter with respect to which such Cure Right was exercised, except that with respect to fiscal quarters thereafter, such reduction may apply but only to the Cure Amount; andextent the proceeds are actually applied to prepay Indebtedness pursuant to Section 2.05(a). (iib) ifIf, after giving effect to the foregoing pro forma adjustment (without counting any exercise of the Cure Amount as Unrestricted Cash Right and without giving pro forma effect the recalculations pursuant to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)clause (a) above, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Covenant during such Test Period (including for purposes of Section 7.114.03), the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach Default or default Event of the Default under Section 7.11 8.01 that had occurred shall be deemed cured for the purposes of this Agreementcured; provided that (i) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within may be exercised on no more than five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contraryoccasions, (iii) in each four consecutive fiscal quarter period of the Borrower period, there shall be at least two fiscal quarters in respect of which the no Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes with respect to any exercise of this Section 8.04the Cure Right, the Cure Amount shall be no greater than the amount required for purposes of complying to cause the Borrower to be in compliance with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Financial Covenant. (c) Notwithstanding any other provision anything in this Agreement to the contrary, following the delivery by the Borrower of a written notice to the Administrative Agent of its intent to exercise the Cure Amount received pursuant Right (x) the Lenders shall not be permitted to exercise any exercise rights then available as a result of an Event of Default under this Article VIII on the basis of a breach of the Financial Covenant so as to enable the consummation of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees permitted under this Section 8.05 and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation not be required to make Revolving Loans any Credit Extension and the L/C Issuers shall have no obligation not be required to issue, amend to increase the face amount of or extend make any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments L/C Credit Extension unless and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that until the Borrower has confirmed in writing that Holdings does not intend to provide received the Cure Amount)Amount required to cause the Borrower to be in compliance with the Financial Covenant.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that the Borrower fails and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 either Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, then at any time after the last day beginning of such fiscal quarter until the expiration of the tenth (10)th Business Day 10th day subsequent to the earlier of (i) the date on which a Compliance Certificate with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) is delivered in accordance with Section 5.01(d) and (ii) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a5.01(a) or (b), as applicable (such date, the “Cure Expiration Date”)applicable, Holdings shall have the right to issue common equity Qualified Equity Interests for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity or other Qualified Equity Interests (which Holdings shall contribute directly or indirectly through its Subsidiaries of which the Borrower is a Subsidiary to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution issuance that are not otherwise applied Not Otherwise Applied (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any repayment of any Indebtedness with any portion of the Cure Amount applied or any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries, in each case, with respect to any repayment of any Indebtedness in connection therewithsuch fiscal quarter only), the Borrower and the its Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Performance Covenants, the Borrower and the its Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the 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 the Section 7.11 Financial Performance Covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term life of this Agreement, the Cure Right shall not be exercised more than five four times and (iii) for purposes of this Section 8.047.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 Financial Performance Covenants and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability any financial ratio based conditions or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 6 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.1, in the event that the Borrower fails to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the BorrowerFinancial Condition Covenant, at any time after the last day of such fiscal quarter until the expiration of the tenth (10)th Business Day 15th day subsequent to the date on which the financial statements with respect to certificate calculating such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are Financial Condition Covenant is required to be delivered pursuant to Section 6.01(a6.2(b) or (b), as applicable (such date, the “Cure Expiration Date”), Holdings shall have the right to issue common equity Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings as Holdings, and, in each case, to contribute any such cash common equity (which Holdings shall contribute directly or indirectly to the capital of the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied cash (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right and request to the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Administrative Agent to effect such recalculation, such Financial Condition Covenant shall be recalculated giving effect to the following pro forma adjustmentadjustments: (i) Consolidated EBITDA EBITDAR shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarterincreased, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Condition Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)recalculations, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11all Financial Condition Covenants, the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Condition 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 the Section 7.11 Financial Condition Covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided . For the avoidance of doubt, from the date that a Permitted Investor delivers a notice to the Administrative Agent specifying its intent to exercise its Cure Right, until the expiration of the earlier of (i) the Cure Date and (ii) the date on which the Borrower shall be deemed to have notified satisfied the requirements of the Financial Condition Covenants as set out above, neither the Administrative Agent nor any Lender shall exercise any right to accelerate the Loans, terminate the Commitments or foreclose on or take possession of the exercise Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 7.1 unless the Administrative Agent is notified in writing that the payment of such Cure Right within five (5) Business Days of Amount will not be made or, by the issuance of Cure Date, Cure Amounts have been made but in an amount less than the relevant Equity Interests or amount necessary to cause the receipt of Loan Parties to be in compliance with the cash contributions by Holdingscovenants set forth in Section 7.1. (b) Notwithstanding anything herein to the contrary, (ia) in each four consecutive fiscal four-fiscal-quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (iib) in each eight-fiscal-quarter period, there shall be a period of at least four consecutive fiscal quarters during the term of this Agreement, which the Cure Right shall is not be exercised more than five times and exercised, (iiic) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant Financial Condition Covenants, (d) no Indebtedness repaid with the proceeds of Permitted Cure Securities shall be deemed repaid for the purposes of calculating the ratios specified in Section 7.11 and any amounts in excess thereof shall not be deemed to be a 7.1(a) or (b) for the period during which such Permitted Cure Amount. Notwithstanding any other provision in this Agreement to the contrarySecurities were issued, (e) the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article Section 7 and (f) the Cure Right may be exercised no more than five times during the term of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.0111.3(a), in the event that the Borrower fails to comply with the requirements of Section 7.11 as requirement of the last day of any fiscal quarter of the Borrowercovenant set forth in Section 10.9, at any time after the last day of such fiscal quarter until the expiration of the tenth (10)th fifteenth Business Day subsequent to after the date on which the financial statements Section 9.1 Financials with respect to the Test Period in which the covenant set forth in such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) Section is being measured are required to be delivered pursuant to Section 6.01(a) or 9.1 (b), as applicable (such date, the “Cure Expiration DatePeriod”), Holdings or any other Person shall have the right to issue common make a direct or indirect equity for cash or otherwise receive cash contributions to investment (in the capital form of Holdings as cash common equity (which Holdings shall contribute directly or indirectly otherwise in a form reasonably acceptable to the Administrative Agent) in the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such Specified Equity Contribution that are not otherwise applied (net cash proceeds to the Borrower, the “Cure Amount”) pursuant to ), the exercise by Holdings of covenant set forth in such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 shall be recalculated recalculated, giving effect to the following pro forma adjustment: increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that (i) such pro forma adjustment to Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, given solely for the purpose of measuring calculating the financial covenant set forth in such Section 7.11 with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under this Agreementany Credit Document, by an amount equal to the Cure Amount; and (ii) ifunless actually applied to Indebtedness, there shall be no pro forma reduction in Indebtedness with the proceeds of any Cure Right for determining compliance with Section 10.9 for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash for purposes of the definitions of Consolidated Total Debt) and (iii) subject to clause (ii), no other adjustment under any other financial definition shall be made as a result of the exercise of any Cure Right. (b) If, after giving effect to the foregoing pro forma adjustment (without counting any exercise of the Cure Amount as Unrestricted Cash Right and without giving pro forma effect the recalculations pursuant to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)clause (a) above, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of the covenant set forth in Section 7.1110.9 during such Test Period (including for the purposes of Section 7), the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach Default or default Event of the Default under Section 7.11 11.3 that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower Test Period there shall be at least two fiscal quarters in for which the no Cure Right is not exercised, (ii) no more than five Cure Rights may be exercised during the term of this Agreement, the Cure Right shall not be exercised more than five times Revolving Credit Facility and (iii) for purposes with respect to any exercise of this Section 8.04the Cure Right, the Cure Amount shall be no greater than the amount required for purposes of complying to cause the Borrower to be in compliance with the financial covenant set forth in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder10.9. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither Neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Bank Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy prior to the expiration of the Cure Period solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior a failure to comply with the expiration requirement of the applicable covenant set forth in Section 10.9 (it being understood that no Revolving Credit Lender or Revolving Letter of Credit Issuer shall be required to fund Revolving Credit Loans or extend new credit in respect of Revolving Letters of Credit during any such Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure AmountPeriod).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that the Borrower fails and its Restricted Subsidiaries fail to comply with the requirements of Section 7.11 the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the last day beginning of such fiscal quarter until the expiration of the tenth (10)th 15th Business Day subsequent to following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a5.01(a) or (bSection 5.01(b), as applicable (such date, the “Cure Expiration Date”)applicable, Holdings or any Parent Entity shall have the right to issue common equity Equity Interests for cash or otherwise receive cash contributions to the capital of Holdings or any Parent Entity as cash common equity or other Equity Interests in a form reasonably acceptable to the Administrative Agent (which Holdings or such Parent Entity shall contribute directly or indirectly through its Subsidiaries of which the Borrower is a Subsidiary to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution issuance that are not otherwise applied Not Otherwise Applied (the “Cure Amount”) pursuant to the exercise by Holdings the Borrower of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (ia) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and; (iib) if, after giving effect to the foregoing pro forma adjustment (without counting giving effect to any portion of the Cure Amount as Unrestricted Cash on the balance sheet of the Borrower and without its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewithIndebtedness), the Borrower and the its Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Performance Covenant, the Borrower and the its Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings.and (bc) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and times, (iii) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount, (iv) there shall be no pro forma reduction in Indebtedness (by netting or otherwise) with the proceeds of the Cure Amount for determining compliance with the Financial Performance Covenant for the fiscal quarter for which such Cure Amount is deemed applied, except to the extent that such proceeds are actually applied to repay Indebtedness and (v) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenant. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability Available Amount, the Available Equity Amount, any financial ratio-based conditions or amount of any covenant baskets tests, pricing or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 VI of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01Sections 8.01 or 8.02, in the event that if the Borrower fails to comply with determines that an Event of Default under the requirements of covenant set forth in Section 7.11 as 7.09 has occurred or may occur, during the period commencing after the beginning of the last day of any fiscal quarter of the Borrower, at any time included in such Test Period and ending fifteen (15) Business Days after the last day of such fiscal quarter until the expiration of the tenth (10)th Business Day subsequent to the date on which the financial statements are required to be delivered hereunder with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), as applicable (such date, the “Cure Expiration Date”), Holdings shall have the right to issue common equity for cash or otherwise receive cash contributions (i) a Specified Equity Contribution may be made to the capital Borrower (a “Designated Equity Contribution”) or (ii) the Borrower may incur Indebtedness so long as it is unsecured and subordinated in right of Holdings as payment to the Loans (a “Designated Shareholder Loan”), and the amount of the net cash common equity proceeds thereof shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such net cash proceeds (which Holdings shall contribute directly or indirectly to i) are actually received by the Borrower as cash common equity (including through capital contribution of such equity, net cash proceeds to the “Specified Equity Contribution”)Borrower) (collectively, or incurred pursuant to the “Cure Right”), and upon terms of any Designated Shareholder Loan during the receipt period commencing after the beginning of the last fiscal quarter included in such Test Period by the Borrower and ending on the Cure Expiration Date and (ii) are Not Otherwise Applied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.09 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 shall be recalculated giving effect to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring Section 7.09. Notwithstanding anything to the financial covenant contrary contained in Section 7.11 8.01 and not for any other purpose under this AgreementSection 8.02, (A) upon designation of the Designated Equity Contribution or Designated Shareholder Loan, as applicable, by the Borrower in an amount equal necessary to cure any Event of Default under the Cure Amount; and (ii) ifcovenant set forth in Section 7.09, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith), the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11, the Borrower and the Restricted Subsidiaries shall such covenant will be deemed to have satisfied the requirements of Section 7.11 and complied with 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 with such datecovenant and any Event of Default under such covenant (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents, and (B) from and after the date that the Borrower delivers a written notice to the Administrative Agent that it intends to exercise its cure right under this Section 8.05 (a “Notice of Intent to Cure”) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default under the covenant set forth in Section 7.09 with respect to the quarter for which a Notice of Intent to Cure has been provided (and any other Default as a result thereof), and the applicable breach or default of the Section 7.11 that had occurred Borrower shall be deemed cured permitted to borrow Revolving Credit Loans and make any request for an L/C Credit Extension, until and unless the purposes of this Agreement; provided that Cure Expiration Date has occurred without the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Designated Equity Interests Contribution or the receipt of the cash contributions by HoldingsDesignated Shareholder Loan, as applicable, having been designated. (b) Notwithstanding anything herein to the contrary, (i) in In each period of four consecutive fiscal quarter period of the Borrower quarters, there shall be at least two fiscal quarters in which the Cure Right no Designated Equity Contribution or Designated Shareholder Loan is not exercisedmade, (ii) no more than five Designated Equity Contributions and Designated Shareholder Loans may be made in the aggregate during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes the amount of this Section 8.04any Designated Equity Contribution or Designated Shareholder Loan, the Cure Amount as applicable, shall be no greater more than the amount required to cause the Borrower to be in Pro Forma Compliance with Section 7.09 for any applicable period, (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Designated Equity Contribution or Designated Shareholder Loan, as applicable, for determining compliance with Section 7.09 for the fiscal quarter with respect to which such Designated Equity Contribution or Designated Shareholder Loan, as applicable, was deemed to be applied; provided that to the extent such proceeds are actually applied to prepay Indebtedness, such reduction may be credited in the current period or any subsequent fiscal quarter and (v) to the extent the proceeds of any Designated Equity Contribution or Designated Shareholder Loan, as applicable, remain on the balance sheet of the Borrower and its Restricted Subsidiaries, such proceeds in the form of Unrestricted Cash and Cash Equivalents may be subtracted for the purposes of calculating Consolidated Total Net Debt in any subsequent fiscal quarters and (vi) other than as set forth in the proviso to clause (iv) and in clause (v) above, no Designated Equity Contribution or Designated Shareholder Loan, as applicable, may be included for purposes of complying calculating any financial ratios other than compliance with the financial covenant in Section 7.11 Financial Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding result in any other provision in this Agreement to the contrary, the Cure Amount received pursuant adjustment to any exercise of “baskets” or other amounts other than the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance Consolidated EBITDA referred to in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunderclause (a) above. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.019, in the event that UK Holdco fails (or, but for the Borrower fails operation of this Section 9.4, would fail) to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, at any time after the last day of such fiscal quarter until the expiration of the tenth (10)th Business Day subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), as applicable (such date, the “Cure Expiration Date”)7.1, Holdings shall have the right from the date of delivery of a Notice of Intent to Cure with respect to the fiscal quarter most recently ended for which financial results have been provided under Sections 6.1(a) or (b) until 10 Business Days thereafter (the “Cure Period”), to issue common equity Permitted Cure Securities for cash or otherwise receive cash contributions to the equity capital of Holdings as Holdings, and, in each case, to contribute any such cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) capital of UK Holdco (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds UK Holdco of such Specified Equity Contribution that are not otherwise applied cash (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right Right, the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 First Lien Net Leverage Ratio shall be recalculated giving effect to the following pro forma adjustment: (i) by increasing Consolidated EBITDA shall be increased (solely for purposes of compliance with respect to such applicable fiscal quarter Section 7.1 and any four fiscal quarter period that contains such fiscal quarter, determining whether an Event of Default is continuing for purposes of clause (y) of the definition of Applicable Margin) on a Pro Forma Basis solely for the purpose of measuring the financial covenant in Section 7.11 First Lien Net Leverage Ratio and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and. (iib) ifIf, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)recalculations, the Borrower and the Restricted Subsidiaries UK Holdco shall then be in compliance with the requirements of Section 7.117.1, the Borrower and the Restricted Subsidiaries then UK Holdco shall be deemed to have satisfied the requirements of Section 7.11 7.1 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 the Section 7.11 7.1 that had occurred shall be deemed cured not to have occurred for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (bc) To the extent a fiscal quarter ended for which the First Lien Net Leverage Ratio was initially recalculated as a result of a Cure Right and such fiscal quarter is included in the calculation of the First Lien Net Leverage Ratio in a subsequent fiscal quarter, the Cure Amount shall be included in Consolidated EBITDA of such initial fiscal quarter. (d) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal four-fiscal-quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.049.4, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed First Lien Net Leverage Ratio, determined at the time the Cure Right is exercised with respect to be the fiscal quarter ended for which the First Lien Net Leverage Ratio was initially recalculated as a result of a Cure Amount. Notwithstanding any other provision in this Agreement to the contraryRight, (iii) the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposespurposes of this Agreement, such including, determining any baskets with respect to the covenants contained in Section 7, and shall not result in any adjustment to any amounts other than the amount of Consolidated EBITDA as described in clause (a) above, (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Cure Amount for the fiscal quarter immediately preceding the fiscal quarter in which the Cure Right is exercised for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (7.1 except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount)Amount is actually applied to repay Indebtedness and (v) Holdings shall not exercise the Cure Right in excess of five instances over the term of this Agreement.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event that the Borrower fails (or, but for the operation of this Section 8.02, would fail) to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the BorrowerFinancial Performance Covenant, at any time after the last day of such fiscal quarter until the expiration of the tenth (10)th Business Day subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) Required Financial Statements are required to be delivered pursuant to Section 6.01(a5.04(1) or (b), as 2) for the applicable (such datefiscal quarter, the “Cure Expiration Date”), Holdings Borrower shall have the right to issue common equity Permitted Cure Securities for cash (provided that, if such Permitted Cure Securities are not in the form of common equity, the terms of such Permitted Cure Securities must be reasonably acceptable to the Administrative Agent) or otherwise receive cash contributions to the capital of Holdings as the Borrower, and, in each case, to contribute any such cash common equity (which Holdings shall contribute directly or indirectly to the capital of the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”)) and, and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied cash (the “Cure Amount”) pursuant to the exercise by Holdings the Borrower of such Cure Right Right, the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Performance Covenant shall be recalculated giving effect to the following a pro forma adjustment: (i) adjustment by which Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period Test Period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; . The resulting increase to Consolidated EBITDA from the application of a Cure Amount shall not result in any adjustment to Consolidated EBITDA or any other financial definition for any purpose under this Agreement other than for purposes of calculating the Financial Performance Covenant and there shall be no pro forma or other reduction in Indebtedness from the application of a Cure Amount for purposes of calculating the Financial Performance Covenant unless such Cure Amount is actually applied to prepay Indebtedness. In each four fiscal quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised and the Cure Right may not be exercised more than five times during the term of this Agreement and (ii) if, for purposes of this Section 8.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant. If, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness adjustments in connection therewith)this Section 8.02, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Performance Covenant, the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Financial Performance Covenant and any related default that had occurred shall be deemed cured for the purposes of this Agreement; provided that . Notwithstanding the foregoing, after the occurrence of an Event of Default under the Financial Performance Covenant, the Borrower shall have notified not be able to request the Administrative Agent making of the exercise of such Cure Right within five (5) Business Days of any Loan or the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount renewal of any covenant baskets or carve-outs, for purposes Letter of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), Credit until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that the Borrower fails Parties fail (or, but for the operation of this Section 7.02, would fail) to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the BorrowerFinancial Performance Covenant, at any time after the last day of such fiscal quarter until the expiration of the tenth (10)th Business Day day subsequent to the date on which (i) the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) Required Financial Statements are required to be delivered pursuant to Section 6.01(a5.04(a) or (b), as applicable ) and (such date, ii) the Financial Performance Covenant is required to be tested (the “Cure Expiration Date”), Holdings any Parent Entity shall have the right to issue common equity Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity (which Holdings shall contribute directly or indirectly such other equity reasonably satisfactory to the Administrative Agent) capital of such Parent Entity, and, in each case, to contribute any such cash to the capital of the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”)) and, and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied cash (the “Cure Amount”) pursuant to the exercise by Holdings such Parent Entity of such Cure Right Right, the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Performance Covenant shall be recalculated giving effect to the following a pro forma adjustment: (i) adjustment by which Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal four-quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and . The resulting increase to Consolidated EBITDA from the application of a Cure Amount shall not result in any adjustment to Consolidated EBITDA or any other financial definition for any purpose under this Agreement other than for purposes of calculating the Financial Performance Covenant. In each four fiscal quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised and the Cure Right may not be exercised more than five times during the term of this Agreement. For purposes of this Section 7.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and no effect shall be given to the Cure Amount (iiincluding any prepayment of Indebtedness with the Cure Amount) ifother than the recalculation of Consolidated EBITDA pursuant to this Section 7.02. If, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness adjustments in connection therewith)this Section 7.02, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Performance Covenant, the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Financial Performance Covenant and any related default that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01(b), in the event that the Borrower fails to comply with the requirements requirement of Section 7.11 the Financial Covenant as of the last day of any Test Period, the Borrower shall have the right, during the period beginning at the start of any fiscal quarter in which the Borrower determines that a breach of the BorrowerFinancial Covenant may occur, at any time after the last day of such fiscal quarter until the expiration of the tenth (10)th Business Day subsequent to (the “Cure Period”) after the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on applicable Test Period in which the last day of such fiscal quarter) Financial Covenant is being measured are required to be delivered pursuant to Section 6.01(a) 6.01, to receive a direct or indirect equity investment in cash in the form of common Capital Stock (b), as applicable (such date, the “Cure Expiration Date”), Holdings shall have the right to issue common equity for cash or otherwise receive cash contributions other Qualified Capital Stock reasonably acceptable to the capital of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)Revolver Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of net cash proceeds pursuant to the Net Equity Proceeds exercise of such Specified Equity Contribution that are not otherwise applied the Cure Right (the “Cure Amount”) pursuant to ), the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Covenant shall be recalculated recalculated, giving effect to the following a pro forma adjustment: increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided, that (ix) such pro forma adjustment to Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, given solely for the purpose of measuring determining the financial covenant in Section 7.11 existence of a Default or an Event of Default under the Financial Covenant with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under this Agreementany Loan Document (including for purposes of determining pricing, by an mandatory prepayments and the availability or amount equal permitted pursuant to any covenant under Article VII) for the quarter with respect to which such Cure Amount; andRight was exercised and (y) there shall be no reduction in Indebtedness in connection with any Cure Amounts for determining compliance with Section 7.07 and no Cure Amounts will reduce (or count towards) the Consolidated First Lien Secured Leverage Ratio or the Consolidated Total Leverage Ratio for purposes of any calculation thereof for the fiscal quarter with respect to which such Cure Right was exercised. (iib) ifIf, after giving effect to the foregoing pro forma adjustment (without counting any exercise of the Cure Amount as Unrestricted Cash Right and without giving pro forma effect the recalculations pursuant to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)clause (a) above, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Covenant during such Test Period (including for purposes of Section 7.114.02), the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach Default or default Event of the Default under Section 7.11 8.01 that had occurred shall be deemed cured for cured; provided, that (i) the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within may be exercised on no more than five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contraryoccasions, (iii) in each four consecutive fiscal quarter period of the Borrower period, there shall be at least no more than two fiscal quarters in respect of which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant respect to any exercise of the Cure Right shall be disregarded for all other purposesRight, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness not be given effect in subsequent test periods an amount greater than the amount required to cause the extent used Borrower to prepay Loans hereunderbe in compliance with the Financial Covenant. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date Period (except x) the Lenders shall not be permitted to exercise any rights then available as a result of an Event of Default under Article VII on the extent that basis of a breach of the Financial Covenant so as to enable the Borrower to consummate its Cure Rights as permitted under this Section 8.05(c) and (y) the Revolving Credit Lenders shall not be required to make any Credit Extension unless and until the Borrower has confirmed in writing that Holdings does not intend to provide received the Cure Amount)Amount required to cause the Borrower to be in compliance with the Financial Covenant.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that Bidco and the Borrower fails Restricted Subsidiaries fail to comply with the requirements of Section 7.11 the Financial Performance Covenant (if applicable) as of the last day of any applicable fiscal quarter of the BorrowerBidco, at any time after the last day beginning of such fiscal quarter until the expiration of the tenth (10)th 10th) Business Day subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a5.01(a) or (b), as applicable (such date, the “Cure Expiration Date”)applicable, Holdings shall have the right to issue common equity Qualified Equity Interests for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity or other Qualified Equity Interests or Subordinated Shareholder Liabilities (which Holdings shall contribute directly or indirectly contribute, through its subsidiaries if applicable, to the Borrower Bidco as cash common equity (such equity, the “Specified or other Qualified Equity Contribution”)Interests) (collectively, the “Cure Right”), and upon the receipt by the Borrower Bidco of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied issuance (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right Right, the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Performance Covenant shall be recalculated giving effect to one of the following pro forma adjustmentPro Forma Adjustments: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; andor (ii) Revolving Borrowings with respect to such applicable fiscal quarter shall be reduced to an amount below the greater of (x) $280,000,000 and (y) 40% of the aggregate principal amount of Revolving Commitments then in effect (after including any Incremental Revolving Commitment Increase then in effect) such that the Financial Performance Covenant would not have been required to have been tested on the last day of such fiscal quarter; and if, after giving effect to either of the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)Pro Forma Adjustments, the Borrower Bidco and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11Senior Secured First Lien Net Leverage Ratio contained in the Financial Performance Covenant or the Financial Performance Covenant is not applicable for such fiscal quarter, the Borrower Bidco and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings.; (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower Bidco there shall be at least two one (1) fiscal quarters quarter in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times and (iii) for purposes of this Section 8.047.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant Senior Secured First Lien Net Leverage Ratio contained in Section 7.11 the Financial Performance Covenant or reducing the outstanding Revolving Borrowings to below the greater of (x) $280,000.000 and (y) 40% of the aggregate principal amount of Revolving Commitments then in effect (after including any Incremental Revolving Commitment Increase then in effect), as applicable, and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 VI of this Agreement; provided that . For the avoidance of doubt, to the extent such Cure Amounts are applied to prepay Indebtedness, such reduction may be given effect in determining compliance with the Financial Performance Covenant for fiscal quarters after the fiscal quarter in which such Cure Right was made and there shall not have been a breach of any covenant under Article VI of this Agreement by reason of having no longer included such Cure Amount shall reduce Indebtedness in subsequent test periods to any basket during the extent used to prepay Loans hereunderrelevant period. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that the Parent Borrower fails and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 the Financial Performance Covenant as of the last day of any fiscal quarter of the Parent Borrower, at any time after the last day beginning of such fiscal quarter until the expiration of the tenth (10)th Business Day 10th day subsequent to the earlier of (i) the date on which a Compliance Certificate with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) is delivered in accordance with Section 5.01(d) and (ii) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to to Section 6.01(a5.01 (a) or (b), as applicable (such date, the “Cure Expiration Date”)applicable, Holdings shall have the right to issue common equity Qualified Equity Interests for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity or other Qualified Equity Interests (which Holdings shall contribute directly or indirectly through its subsidiaries of which the Parent Borrower is a subsidiary to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Parent Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied issuance (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (i1) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii2) if, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any repayment of any Indebtedness with any portion of the Cure Amount applied or any portion of the Cure Amount on the balance sheet of the Parent Borrower and its Restricted Subsidiaries, in each case, with respect to any repayment of any Indebtedness in connection therewithsuch fiscal quarter only), the Parent Borrower and the its Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Performance Covenants, the Parent Borrower and the its Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings.; (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Parent Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.047.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability any financial ratio-based conditions, pricing or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 VI of this Agreement; provided that Agreement and there shall not have been a breach of any covenant under Article VI of this Agreement by reason of having no longer included such Cure Amount shall reduce Indebtedness in subsequent test periods to any basket during the extent used to prepay Loans hereunderrelevant period. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that the Parent Borrower fails and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 the Financial Performance Covenant as of the last day of any fiscal quarter of the Parent Borrower, at any time after the last day beginning of such fiscal quarter until the expiration of the tenth (10)th Business Day 10th day subsequent to the earlier of (i) the date on which a Compliance Certificate with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) is delivered in accordance with Section 5.01(d) and (ii) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a5.01(a) or (b), as applicable (such date, the “Cure Expiration Date”)applicable, Holdings shall have the right to issue common equity Qualified Equity Interests for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity or other Qualified Equity Interests (which Holdings shall contribute directly or indirectly through its subsidiaries of which the Parent Borrower is a subsidiary to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Parent Borrower of the Net Equity Proceeds of such Specified Equity Contribution issuance that are not otherwise applied Not Otherwise Applied (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (i1) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii2) if, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any repayment of any Indebtedness with any portion of the Cure Amount applied or any portion of the Cure Amount on the balance sheet of the Parent Borrower and its Restricted Subsidiaries, in each case, with respect to any repayment of any Indebtedness in connection therewithsuch fiscal quarter only), the Parent Borrower and the its Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Performance Covenants, the Parent Borrower and the its Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings.; (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Parent Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.047.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability any financial ratio-based conditions, pricing or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 VI of this Agreement; provided that Agreement and there shall not have been a breach of any covenant under Article VI of this Agreement by reason of having no longer included such Cure Amount shall reduce Indebtedness in subsequent test periods to any basket during the extent used to prepay Loans hereunderrelevant period. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.019.01 or 9.02, in the event that the Borrower fails Borrowers fail to comply with the requirements of the financial covenant set forth in Section 7.11 as of the last day of any fiscal quarter of the Borrower, 8.10(a) at any time after when Holdings is required to comply with such financial covenant, pursuant to the last day of such fiscal quarter terms thereof, then (A) until the expiration of the tenth (10)th fifteenth Business Day subsequent to the date on which the relevant financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a7.01(a) or (b), as applicable ) (the last day of such date, period being the “Anticipated Cure Expiration DateDeadline”), Holdings shall have the right to issue common equity for cash or otherwise receive cash contributions obtain a contribution to the capital of Holdings as cash common its equity (which Holdings shall contribute directly be in the form of common equity or indirectly otherwise in a form reasonably acceptable to the Borrower as cash common equity Administrative Agent and which are not Otherwise Applied (such equity, but which shall not include the “Specified Equity Contribution”Proceeds)) for cash (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds Holdings of such Specified Equity Contribution that are not otherwise applied cash (the “Cure Amount”) ), pursuant to the exercise by Holdings of such Cure Right Right, the calculation of Consolidated EBITDA as used in the calculation of the financial covenant set forth in Section 7.11 8.10(a) shall be recalculated giving effect to the following pro forma adjustmentadjustments: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarterincreased, solely for the purpose of measuring the financial covenant set forth in Section 7.11 8.10(a) and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs (including the determination of the Available Amount) or determining the Applicable Rate), by an amount equal to the Cure Amount; andprovided that (1) the receipt by Holdings of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Rate) and (2) no Cure Amount shall reduce Indebtedness (including as unrestricted cash or Cash Equivalents of Holdings and the Restricted Subsidiaries) on a Pro Forma Basis for the applicable fiscal quarter for which such Cure Amount was contributed for purposes of calculating the financial covenant set forth in Section 8.10(a); (ii) ifIf, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)recalculations, the Borrower and the Restricted Subsidiaries Borrowers shall then be in compliance with the requirements of the financial covenant set forth in Section 7.118.10(a), the Borrower and the Restricted Subsidiaries Borrowers shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 7.11 8.10(a) as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the financial covenant set forth in Section 7.11 8.10(a) that had occurred shall be deemed cured for the purposes of this Agreement; provided and (iii) upon receipt by the Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Borrower Borrowers intend to exercise the Cure Right in respect of a fiscal quarter, the Lenders shall have notified 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 covenant set forth in Section 8.10(a), unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline. For the avoidance of doubt, the Borrowers shall not be able to obtain any Credit Extension hereunder until receipt by the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Amount. Notwithstanding anything set forth herein to the contrary, (i) in each four consecutive fiscal fiscal-quarter period of the Borrower there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised, (ii) there can be no more than five fiscal quarters in respect of which the Cure Right is exercised during the term of this Agreement, the Cure Right shall not be exercised more than five times Agreement and (iii) for purposes of this Section 8.048.10(b), the Cure Amount utilized shall be no greater than the minimum amount required for purposes of complying to remedy the applicable failure to comply with the financial covenant set forth in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount8.10(a). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01(b), in the event that the Parent Borrower fails to comply with the requirements of Section 7.11 as of Financial Covenant, from the last day of any fiscal quarter of the Borrower, at any time after the last day of such fiscal quarter Test Period until the expiration of the tenth (10)th fifteenth Business Day subsequent to after the date on which the financial statements with respect to the Test Period in which such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) covenant is being measured are required to be delivered pursuant to Section 6.01(a) or (b), as applicable (such date6.01, the “Cure Expiration Date”), Holdings shall have Parent Borrower may designate any direct equity investment in the right to issue Parent Borrower in cash in the form of common equity for cash Equity Interests (or otherwise receive cash contributions other Qualified Equity Interests of the Parent Borrower reasonably acceptable to the capital Administrative Agent) made during the Test Period until the end of Holdings such time period as cash common equity a Cure Amount (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Parent Borrower of net cash proceeds corresponding to the Net Equity Proceeds exercise of such Specified Equity Contribution that are not otherwise applied the Cure Right (the “Cure Amount”) pursuant to ), the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Covenant shall be recalculated recalculated, giving effect to the following a pro forma adjustment: increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that (ix) such pro forma adjustment to Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, given solely for the purpose of measuring determining the financial covenant in Section 7.11 existence of a Default or an Event of Default under the Financial Covenant with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under 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 VII) for the quarter with respect to which such Cure Right was exercised and (y) there shall be no reduction in Indebtedness in connection with any Cure Amounts for determining compliance with Section 7.09 and no Cure Amounts will reduce (or count towards) the First Lien Leverage Ratio, the Secured Leverage Ratio or the Total Leverage Ratio for purposes of any calculation thereof, in each case, for the fiscal quarter with respect to which such Cure Right was exercised, except that with respect to fiscal quarters thereafter, such reduction may apply but only to the Cure Amount; andextent the proceeds are actually applied to prepay Indebtedness pursuant to Section 2.05(a). (iib) ifIf, after giving effect to the foregoing pro forma adjustment (without counting any exercise of the Cure Amount as Unrestricted Cash Right and without giving pro forma effect the recalculations pursuant to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)clause (a) above, the Parent Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Covenant during such Test Period (including for purposes of Section 7.114.02), the Parent Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach Default or default Event of the Default under Section 7.11 8.01 that had occurred shall be deemed cured for the purposes of this Agreementcured; provided that (i) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within may be exercised on no more than five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contraryoccasions, (iii) in each four consecutive fiscal quarter period of the Borrower period, there shall be at least two fiscal quarters in respect of which the no Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes with respect to any exercise of this Section 8.04the Cure Right, the Cure Amount shall be no greater than the amount required for purposes of complying to cause the Parent Borrower to be in compliance with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Financial Covenant. (c) Notwithstanding any other provision anything in this Agreement to the contrary, following the delivery by the Parent Borrower of a written notice to the Administrative Agent of its intent to exercise the Cure Amount received pursuant Right (x) the Lenders shall not be permitted to exercise any exercise rights then available as a result of an Event of Default under this Article VIII on the basis of a breach of the Financial Covenant so as to enable the consummation of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees permitted under this Section 8.05 and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation not be required to make Revolving Loans any Credit Extension and the L/C Issuers shall have no obligation not be required to issue, amend to increase make any L/C Credit Extension unless and until the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Parent Borrower has confirmed in writing that Holdings does not intend to provide received the Cure Amount)Amount required to cause the Parent Borrower to be in compliance with the Financial Covenant.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that the Borrower fails to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrowerfinancial covenants set forth in Sections 6.11 and 6.12, at any time after the last day of such fiscal quarter if then in effect, until the expiration of the tenth (10)th Business Day subsequent to the date on which the financial statements certificate calculating compliance with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are Sections 6.11 and 6.12 is required to be delivered pursuant to Section 6.01(a5.01(c) or (b), as applicable (such required date, the “Delivery Deadline” and the tenth Business Day thereafter, the “Cure Expiration DateDeadline”), Holdings the shareholders of the Borrower shall have the right to issue common equity for contribute cash or otherwise receive cash contributions to the capital equity of Holdings as cash common equity (which Holdings shall contribute directly or indirectly the Borrower in an aggregate amount equal to the Borrower as cash common equity amount necessary to cure the relevant failure to comply with Sections 6.11 and 6.12 (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied cash (the “Cure Amount”) pursuant to the exercise by Holdings the shareholders of the Borrower of such Cure Right Right, the calculation of Consolidated EBITDA as used in Total Net Leverage Ratio and the calculation of the financial covenant in Section 7.11 Interest Coverage Ratio shall be recalculated giving effect to the following pro forma adjustmentadjustments: (i) Consolidated EBITDA for shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarterincreased, solely for the purpose of measuring the financial covenant in Section 7.11 compliance with Sections 6.11 and 6.12 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) ifIf, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)recalculations, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Total Net Leverage Ratio and Interest Coverage Ratio under Sections 6.11 and 6.12, the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Total Net Leverage Ratio and Interest Coverage Ratio as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Sections 6.11 and 6.12 that had occurred shall be deemed cured for the purposes of this purpose under this Agreement; provided that the Borrower shall have notified . (b) Upon receipt by the Administrative Agent of written notice on the Delivery Deadline that the Borrower intends to exercise the Cure Right in respect of such Cure Right within five (5) Business Days Fiscal Quarter or Fiscal Year, the Lenders shall not be permitted to accelerate the Loans held by them, exercise remedies against the Collateral or any other rights and remedies under any of the issuance Loan Documents that are available during the continuance of an Event of Default on the basis of a failure to comply with the requirements of the relevant Equity Interests or financial covenants set forth in Sections 6.11 and 6.12, unless such failure is not cured by the Borrower’s receipt of the cash contributions Cure Amount on or prior to the Cure Deadline; provided that, during such period until the Cure Amount has been received by Holdingsthe Borrower as provided above, a Default in respect of such failure to comply with Sections 6.11 and 6.12 shall continue to exist for all purposes of this Agreement and the other Loan Documents. (bc) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter four-Fiscal Quarter period of the Borrower there shall be at least two fiscal quarters Fiscal Quarter in which the Cure Right is not exercised, exercised and (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.04, during the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 term of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event that the Borrower fails (or, but for the operation of this Section 8.02, would fail) to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the BorrowerFinancial Performance Covenant, at any time after the last day of such fiscal quarter until the expiration of the tenth (10)th Business Day subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) Required Financial Statements are required to be delivered pursuant to Section 6.01(a5.04(1) or (b), as 2) for the applicable (such date, the “Cure Expiration Date”)fiscal quarter, Holdings shall have the right to issue common equity Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings as Holdings, and, in each case, to contribute any such cash common equity (which Holdings shall contribute directly or indirectly to the capital of the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”)) and, and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied cash (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right Right, the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Performance Covenant shall be recalculated giving effect to the following a pro forma adjustment: (i) adjustment by which Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal four-quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; . The resulting increase to Consolidated EBITDA from the application of a Cure Amount shall not result in any adjustment to Consolidated EBITDA or any other financial definition for any purpose under this Agreement other than for purposes of calculating the Financial Performance Covenant. In each four fiscal quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised and the Cure Right may not be exercised more than five times during the term of this Agreement and (ii) if, for purposes of this Section 8.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant. If, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness adjustments in connection therewith)this Section 8.02, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Performance Covenant, the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Financial Performance Covenant and any related default that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event that the Borrower fails to comply with the requirements of any financial covenants set forth in Section 7.11 as of the last day of any fiscal quarter of the Borrower6.10, at any time after the last day of such fiscal quarter until the expiration of the tenth (10)th 15th Business Day subsequent to the date on which the certificate calculating compliance with such financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are covenant is required to be delivered pursuant to Section 6.01(a) or (b), as applicable (such date, the “Cure Expiration Date”5.01(d), Holdings shall have the right to issue common equity Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings as Holdings, and in each case, to contribute any such cash common equity (which Holdings shall contribute directly or indirectly to the capital of Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied cash (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right and written notice to the calculation of Consolidated EBITDA as used in the calculation of the Administrative Agent, all financial covenant in Section 7.11 covenants shall be recalculated giving effect to the following pro forma adjustmentadjustments: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarterincreased, solely for the purpose of measuring the financial covenant in Section 7.11 covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) ifIf, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)recalculations, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of all financial covenants set forth in Section 7.116.10, the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 6.10 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default Default of the Section 7.11 such financial covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided and (iii) The Cure Amount shall be included additionally in the amount of Consolidated EBITDA for the period of four consecutive fiscal quarters that includes the Borrower shall have notified fiscal quarter for which the Administrative Agent of the exercise of such Cure Right within five (5) Business Days was exercised for purposes of calculating the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdingsfinancial covenants and not for any other purpose under this Agreement. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive four-fiscal quarter period of the Borrower period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) in each eight-fiscal quarter period, there shall be a period of at least four consecutive quarters during the term of this Agreement, which the Cure Right shall is not be exercised more than five times and (iii) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying curing the non-compliance with the financial covenant covenants set forth in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder6.10. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01: (a) For the purpose of determining whether a Financial Covenant Event of Default has occurred, in the event that the Administrative Borrower fails to comply with the requirements of Section 7.11 as may on one or more occasions designate any portion of the last day net cash proceeds from a sale or issuance of any fiscal quarter Qualified Equity Interests of the Borrower, at Parent Borrower or any time after cash contribution to the last day of such fiscal quarter until the expiration common capital of the tenth Parent Borrower (10)th Business Day subsequent the “Cure Amount”) as an increase to Consolidated EBITDA for the applicable fiscal quarter; provided that (A) the Cure Amount (i) is actually received by the Parent Borrower on or before the later of (x) the fifteenth (15th) calendar day after the date on which the financial statements Compliance Certificate pursuant to Section 6.02(a) is required to be delivered with respect to such applicable fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b)year, as applicable applicable, and (y) the fifteenth (15th) calendar day after the beginning of the Compliance Period that required the Parent Borrower to comply with the covenant set forth in Section 7.11 (such later date, the “Cure Expiration Date”), Holdings ) and (ii) does not exceed the aggregate amount necessary to cure any Financial Covenant Event of Default as of such date and (B) the Administrative Borrower shall have provided advance notice (the right “Notice of Intent to issue common equity for cash or otherwise receive cash contributions Cure”) to the capital of Holdings Administrative Agent that such amounts are designated as cash common equity a “Cure Amount” (which Holdings shall contribute directly or indirectly it being understood that to the Borrower as cash common equity (extent such equitynotice is provided in advance of delivery of a Compliance Certificate for the applicable period, the “Specified Equity Cure Amount actually received by the Parent Borrower may be lower than specified in such notice to the extent that the amount necessary to cure any Financial Covenant Event of Default is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. (b) The parties hereby acknowledge that this Section 8.04 may not be relied on for purposes of calculating any financial ratios or any other purpose other than for determining actual compliance with Section 7.11 (and not Pro Forma Compliance with Section 7.11 that is required by any other provision of this Agreement) and shall not result in any adjustment to any amounts (including any pro forma reduction of the amount of Indebtedness with respect to the quarter with respect to which such Cure Amount is made and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article 7) other than the increase to Consolidated EBITDA referred to in Section 8.04(a). The Cure Amount shall not constitute an Excluded Contribution”). (c) In furtherance of Section 8.04(a) above, (collectively, the “Cure Right”), and i) upon the actual receipt by the Borrower Administrative Agent of the Net Equity Proceeds Notice of such Specified Equity Contribution that are not otherwise applied (Intent to Cure, the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in under Section 7.11 shall be recalculated giving effect to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith), the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11, the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 as of the relevant date of determination retroactively cured with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in under such Section 7.11 and any amounts in excess thereof Default or Event of Default under Section 7.11 shall not be deemed not to be a have occurred for purposes of the Loan Documents (provided that if the Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, Expiration Date has occurred without the Cure Amount having been received pursuant to any exercise by the Parent Borrower and designated, such Default or Event of the Cure Right Default shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees deemed reinstated) and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (cii) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall may exercise any right to foreclose on rights or take possession of the Collateral remedies under Section 8.01 (or exercise under any remedy other Loan Document) solely on the basis of an any actual or purported Default or Event of Default having occurred under Section 7.11 until and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to unless (A) the expiration of the applicable Cure Expiration Date has occurred without the Cure Amount having been received by the Parent Borrower and designated by the Administrative Borrower or (except to B) the extent that the Administrative Borrower has confirmed in writing that Holdings it does not intend to provide such Cure Amount. Notwithstanding the foregoing, no Borrower shall be permitted to request a Borrowing or any Credit Extension unless and until the Parent Borrower shall have received the Cure Amount). (i) In each period of four (4) consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure right set forth in Section 8.04 is exercised and (ii) there shall be no pro forma reduction in Indebtedness with the Cure Amount for determining compliance with Section 7.11 for the fiscal quarter with respect to which such Cure Amount was made. (e) There can be no more than five (5) fiscal quarters in which the cure rights set forth in Section 7.11 are exercised during the term of any Facility.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that Holdings and the Borrower fails Restricted Subsidiaries fail to comply with the requirements of Section 7.11 the Financial Covenant as of the last day of any fiscal quarter of the BorrowerHoldings, at any time after the last day beginning of such fiscal quarter until the expiration of the tenth (10)th 10th Business Day (the “Cure Expiration Date”) subsequent to the earlier of (i) the date on which a Compliance Certificate with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) is delivered in accordance with Section 5.01(d) and (ii) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a5.01(a) or (bSection 5.01(b), as applicable (such date, the “Cure Expiration Date”)applicable, Holdings shall have the right to issue common equity Qualified Equity Interests for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified other Qualified Equity Contribution”)) Interests (collectively, the “Cure Right”), and upon the receipt by the Borrower Holdings of the Net Equity Proceeds of such Specified Equity Contribution issuance that are not otherwise applied Not Otherwise Applied (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Covenant shall be recalculated giving effect to the following pro forma adjustment: (ia) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and; (iib) if, after giving effect to the foregoing pro forma adjustment (without counting giving effect to any portion of the Cure Amount as Unrestricted Cash on the balance sheet of Holdings and without its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount actually applied to any repayment of any Indebtedness in connection therewithIndebtedness), the Borrower Holdings and the its Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Covenant, the Borrower Holdings and the its Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings.and (bc) Notwithstanding notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower Holdings there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and times, (iii) for purposes of this Section 8.047.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 both Financial Covenant and any amounts in excess thereof shall not be deemed to be a Cure AmountAmount and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised except as a result of a prepayment of Indebtedness with the proceeds of the exercise of the Cure Right actually applied to any repayment of Indebtedness. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability any financial ratio-based conditions, pricing or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 VI of this Agreement; provided that Agreement and there shall not have been a breach of any covenant under Article VI of this Agreement by reason of having no longer included such Cure Amount shall reduce Indebtedness in subsequent test periods to any basket during the extent used to prepay Loans hereunderrelevant period. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01this Article VII, in the event that the Borrower Intermediate Holdings fails to comply with the requirements of the financial covenant set forth in Section 7.11 as of 6.13, from the last day of any the applicable fiscal quarter of the Borrowerquarter, at any time after the last day of such fiscal quarter until the expiration of the tenth (10)th 10th Business Day subsequent to the date on which the certificate calculating compliance with such financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are covenant is required to be delivered pursuant to Section 6.01(a) or (b5.02(a), as applicable (such date, the “Cure Expiration Date”), Intermediate Holdings shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to the calculation of Consolidated EBITDA as used in the calculation of the Administrative Agent, such financial covenant in Section 7.11 shall be recalculated giving effect to the following pro forma adjustmentadjustments: (ia) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarterincreased, solely for the purpose of measuring the financial covenant in Section 7.11 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and; (iib) ifIf, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)recalculation, the Borrower and the Restricted Subsidiaries Intermediate Holdings shall then be in compliance with the requirements of the financial covenant set forth in Section 7.116.13, the Borrower and the Restricted Subsidiaries Intermediate Holdings shall be deemed to have satisfied the requirements of Section 7.11 6.13 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach breach, Default or default Event of the Section 7.11 Default of such financial covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that and (c) To the Borrower shall have notified extent a fiscal quarter ended for which the Administrative Agent financial covenant is initially recalculated as a result of a Cure Right is included in the exercise calculation of such financial covenant in a subsequent fiscal period, the Cure Right within five (5) Business Days of Amount shall be included in the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four consecutive four-fiscal quarter period of the Borrower period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.047.02, the Cure Amount shall be no greater than the amount required for purposes of complying curing the non-compliance with the financial covenant set forth in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto 6.13 (it being understood that the Revolving Credit Lenders foregoing shall have no obligation to make Revolving Loans and not prohibit the L/C Issuers shall have no obligation to issue, amend to increase the face amount contribution of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein additional equity to the contraryBorrower to the extent such equity contribution is not made pursuant to the Cure Right), neither (iv) the Administrative Agent nor any Lender Cure Amount shall exercise be disregarded for purposes of determining the right to accelerate the Loans or terminate the Commitments and none of the Administrative AgentApplicable Margin, any Lender financial ratio-based conditions or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing baskets with respect to requirements the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of Section 7.11, any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in each case, at any time prior to the expiration of the applicable which such Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount)Amount is made.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01(b), in the event that the Borrower fails to comply with the requirements of Section 7.11 as of Financial Covenant, from the last day of any fiscal quarter of the Borrower, at any time after the last day of such fiscal quarter Test Period until the expiration of the tenth (10)th fifteenth Business Day subsequent to after the date on which the financial statements with respect to the Test Period in which such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) covenant is being measured are required to be delivered pursuant to Section 6.01(a) or (b), as applicable (such date6.01, the “Cure Expiration Date”), Holdings shall have Borrower may designate any direct equity investment in the right to issue Borrower in cash in the form of common equity for cash Equity Interests (or otherwise receive cash contributions other Qualified Equity Interests of the Borrower reasonably acceptable to the capital Administrative Agent) made during the Test Period until the end of Holdings such time period as cash common equity a Cure Amount (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of net cash proceeds corresponding to the Net Equity Proceeds exercise of such Specified Equity Contribution that are not otherwise applied the Cure Right (the “Cure Amount”) pursuant to ), the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Covenant shall be recalculated recalculated, giving effect to the following a pro forma adjustment: increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that (ix) such pro forma adjustment to Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, given solely for the purpose of measuring determining the financial covenant in Section 7.11 existence of a Default or an Event of Default under the Financial Covenant with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under 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 VII) for the quarter with respect to which such Cure Right was exercised and (y) there shall be no reduction in Indebtedness in connection with any Cure Amounts for determining compliance with Section 7.09(a) and no Cure Amounts will reduce (or count towards) the First Lien Leverage Ratio, the Secured Leverage Ratio or the Total Leverage Ratio for purposes of any calculation thereof, in each case, for the fiscal quarter with respect to which such Cure Right was exercised, except that with respect to fiscal quarters thereafter, such reduction may apply but only to the Cure Amount; andextent the proceeds are actually applied to prepay Indebtedness pursuant to Section 2.05(a). (iib) ifIf, after giving effect to the foregoing pro forma adjustment (without counting any exercise of the Cure Amount as Unrestricted Cash Right and without giving pro forma effect the recalculations pursuant to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)clause (a) above, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Covenant during such Test Period (including for purposes of Section 7.114.02), the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach Default or default Event of the Default under Section 7.11 8.01 that had occurred shall be deemed cured for the purposes of this Agreementcured; provided that (i) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within may be exercised on no more than five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contraryoccasions, (iii) in each four (4) consecutive fiscal quarter period of the Borrower period, there shall be at least two fiscal quarters in respect of which the no Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes with respect to any exercise of this Section 8.04the Cure Right, the Cure Amount shall be no greater than the amount required for purposes of complying to cause the Borrower to be in compliance with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Financial Covenant. (c) Notwithstanding any other provision anything in this Agreement to the contrary, following the delivery by the Borrower of a written notice to the Administrative Agent of its intent to exercise the Cure Amount received pursuant Right (x) the Lenders shall not be permitted to exercise any exercise rights then available as a result of an Event of Default under this Article VIII on the basis of a breach of the Financial Covenant so as to enable the consummation of the Cure Right as permitted under this Section 8.05 and (y) the Lenders shall not be disregarded for all other purposes, such as for purposes of determining required to make any Credit Extension and the availability or amount of L/C Issuers shall not be required to make any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees L/C Credit Extension unless and for purposes of determining any available basket under Article 7 of this Agreement; provided that such until the Borrower has received the Cure Amount shall reduce Indebtedness required to cause the Borrower to be in subsequent test periods to compliance with the extent used to prepay Loans hereunderFinancial Covenant. (cd) Notwithstanding anything herein to the contrary, in In the event that the Borrower and the Restricted Subsidiaries fail fails to comply with the requirements of Section 7.11 Liquidity Covenant as of the last day of any fiscal quarter of the Borrower, from calendar month (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are Minimum Liquidity Certificate is required to be delivered pursuant to Section 6.01(a) or (bfor the relevant fiscal month, the “Liquidity Covenant Trigger Date”), until any direct equity investment in the Borrower in cash in the form of common Equity Interests (yor other Qualified Equity Interests of the Borrower reasonably acceptable to the Administrative Agent) made during the period commencing on the Liquidity Covenant Trigger Date and through and including the tenth (10th) Business Day immediately following the Liquidity Covenant Trigger Date (the “Liquidity Cure Period”) will be included in the calculation of Liquidity for purposes of determining compliance with the Liquidity Covenant for the applicable calendar month to the extent (i) such amount is held in cash in an amount not less than the amount necessary to cause the Borrower to be in compliance with Section 7.09(b)(i) after giving effect thereto and (ii) such amount is designated as a “Specified Liquidity Equity Contribution” by notice in writing to the Administrative Agent (any such equity contribution so designated and included in the calculation of Liquidity, a “Specified Liquidity Equity Contribution”). Upon receipt and designation by the Borrower to the Administrative Agent of the applicable Cure Amount pursuant to Section 8.04(aSpecified Liquidity Equity Contribution, (i) or the waiver breach of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit Liquidity Covenant shall be issued deemed retroactively cured with the same effect as though there had been no failure to comply with the Liquidity Covenant, (ii) any Default or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders Event of Default arising as a result of a breach of Section 7.09(b)(i) shall be deemed not to have no obligation to make Revolving Loans occurred for purposes of this Agreement and the L/C Issuers shall have no obligation to issue, amend to increase the face amount other Loan Documents and (iii) none of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Revolving Credit Lender shall may exercise the right to accelerate the Loans any rights or terminate the Commitments and none of the Administrative Agent, remedies (including any Lender rights or remedies under this Agreement (including under Section 8.01) or any other Secured Party shall exercise any right Loan Document or with respect to foreclose on or take possession acceleration of the Collateral Loans, termination of Commitments, the imposition of cash interest at the Default Rate or exercise any remedy solely otherwise) on the basis of an any actual or purported Default or Event of Default having occurred and being continuing with respect to requirements arising as a result of a breach of Section 7.117.09(b)(i) until and unless, in each case, at any time prior to by 11:59 p.m. (New York City time) on the date of the expiration of the applicable Liquidity Cure Expiration Date Period, the Specified Liquidity Equity Contribution shall not have been so received and designated. It is agreed that (except i) the amount of any Specified Liquidity Equity Contribution shall constitute a “Cure Amount” for all purposes under this Agreement other than for purposes of clauses (a)-(c) of this Section 8.05, (ii) no Specified Liquidity Equity Contribution shall constitute the exercise of a “Cure Right” for purposes of clauses (a)-(c) of this Section 8.05, and no exercise of a Cure Right shall constitute a “Specified Liquidity Equity Contribution” for purposes of Section 7.09(b)(i) and (iii) notwithstanding anything contained in Section 7.09 or in this Section 8.05 to the extent that contrary, no Specified Liquidity Equity Contribution shall be included in the Borrower has confirmed calculation of Consolidated EBITDA for purposes of calculating compliance with the Financial Covenant, if then in writing that Holdings does not intend to provide the Cure Amount)effect, for any Test Period.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in In the event that the U.S. Borrower fails to comply with the requirements of covenant set forth in Section 7.11 as of the last day of any fiscal quarter of the Borrower6.07 and, at any time after the last day of such fiscal quarter until the expiration of the tenth within ten (10)th 10) Business Day subsequent to the date on which the financial statements with respect to such fiscal quarter Days thereof if (or the fiscal year ended on the last day of such fiscal quarteri) are required to be delivered pursuant to Section 6.01(aHoldings issues Equity Interests (other than Disqualified Equity Interests) or (b), as applicable (such date, the “Cure Expiration Date”), Holdings shall have the right to issue common equity for cash or otherwise receive cash contributions to the capital on account of Holdings as cash common equity its existing Equity Interests (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, and the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds of net cash proceeds from such Specified Equity Contribution that are not otherwise applied issuance or contribution (the “Cure Amount”) pursuant are contributed to the exercise U.S. Borrower) and (ii) upon the receipt by Holdings the U.S. Borrower of such Cure Right Amount, the calculation of Consolidated EBITDA as used Loans are prepaid in an amount equal to the calculation of Cure Amount pursuant to Section 2.14(f), then, the financial covenant set forth in such Section 7.11 6.07 shall be recalculated recalculated, giving effect to the following a pro forma adjustment: (i) increase to Consolidated Adjusted EBITDA for such four fiscal quarter period in an amount equal to the Cure Amount, but without giving effect to such prepayment of Loans. Any such pro forma adjustment to Consolidated Adjusted EBITDA shall be increased provided solely for the purpose of determining the existence of a Default or an Event of Default under the covenant set forth in Section 6.07 with respect to such applicable fiscal quarter and any four fiscal quarter period that contains includes the fiscal quarter for which such Specified Equity Contribution was exercised (and with respect to each such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 such prepayment shall not be given effect) and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; andany Loan Document. (iib) ifIf, after giving effect to the foregoing pro forma adjustment (without counting any exercise of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith), the Borrower Specified Equity Contribution and the Restricted Subsidiaries recalculations pursuant to clause (a) above, Holdings shall then be in compliance with the requirements of the covenant set forth in Section 7.116.07 during such four fiscal quarter period, the Borrower and the Restricted Subsidiaries Holdings shall be deemed to have satisfied the requirements of Section 7.11 such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach Default or default Event of the Default under Section 7.11 8.01 that had occurred shall be deemed cured for the purposes of this Agreementcured; provided that during the Borrower shall have notified the Administrative Agent term of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, this Agreement (i) the Specified Equity Contribution shall be exercised in no more than two (2) Fiscal Quarters in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercisedperiod, (ii) during the term of this Agreement, the Cure Right Specified Equity Contribution shall not be exercised no more than five times and four (4) times, (iii) for purposes with respect to any exercise of this Section 8.04the Specified Equity Contribution, the Cure Amount shall be no greater than the amount required for purposes of complying to cause Holdings to be in compliance with the financial covenant set forth in Section 7.11 and any amounts in excess thereof shall not 6.07, (iv) such Specified Equity Contribution may only be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, exercised from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the then-applicable fiscal quarter until the expiration of the applicable Cure Expiration Date tenth Business Day after such date, (except v) other than for purposes of Section 3.02, no Event of Default under Section 6.07 shall be deemed to have occurred until the aforementioned tenth Business Day occurs without exercise of the Specified Equity Contribution, (vi) the increase to Consolidated Adjusted EBITDA represented by the exercise of the Specified Equity Contribution shall be solely for the purpose of curing the failure to comply with the financial covenant set forth in Section 6.07 and not for any other purpose, including the calculation of determining pricing, financial ratio based conditions or any basket amount or exception otherwise set forth in this Agreement, (vii) the proceeds of any such Specified Equity Contribution shall have been contributed to the extent that U.S. Borrower as cash equity and (viii) there shall be no pro forma reduction in Indebtedness with the Borrower has confirmed proceeds of any Specified Equity Contribution for determining compliance with Section 6.07 in writing that Holdings does not intend to provide the Cure Amount)quarter in which such Specified Equity Contribution is made.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that the Borrower fails Holdings and its Restricted Subsidiaries fail to comply with the requirements of Section 7.11 the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerHoldings, at any time after the last day beginning of such fiscal quarter until the expiration of the tenth (10)th 10th Business Day subsequent to following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a5.01(a) or (b), as applicable (such date, the “Cure Expiration Date”Section 5.01(b), Holdings or any Parent Entity thereof shall have the right to issue common equity Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity Equity Interests or other Equity Interests (which Holdings shall contribute directly or indirectly provided such other Equity Interests are reasonably satisfactory to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower Holdings of the Net Equity Proceeds of such Specified Equity Contribution issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (ia) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and; (iib) if, after giving effect to the foregoing pro forma adjustment (without counting giving effect to any portion of the Cure Amount as Unrestricted Cash on the balance sheet of Holdings and without its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewithIndebtedness), the Borrower Holdings and the its Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Performance Covenants, the Borrower Holdings and the its Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings.and (bc) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower Holdings there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and times, (iii) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure AmountAmount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until Holdings has received the Cure Amount required to cause Holdings and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability Available Amount, the Available Equity Amount, any financial ratio-based conditions or amount of any covenant baskets tests, pricing or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 VI of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01(b), in the event that the Borrower fails to comply with the requirements of Section 7.11 as of Financial Covenants, from the last day of any fiscal quarter of the Borrower, at any time after the last day of such fiscal quarter Test Period until the expiration of the tenth (10)th fifteenth Business Day subsequent to after the date on which the financial statements with respect to the Test Period in which such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) covenant is being measured are required to be delivered pursuant to Section 6.01(a) or (b), as applicable (such date6.01, the “Cure Expiration Date”), Holdings shall have Borrower may designate any direct equity investment in the right to issue Borrower in cash in the form of common equity for cash Equity Interests (or otherwise receive cash contributions other Qualified Equity Interests of the Borrower reasonably acceptable to the capital Administrative Agent) made during the Test Period until the end of Holdings such time period as cash common equity a Cure Amount (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of net cash proceeds corresponding to the Net Equity Proceeds exercise of such Specified Equity Contribution that are not otherwise applied the Cure Right (the “Cure Amount”) pursuant to ), the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Covenants shall be recalculated recalculated, giving effect to the following a pro forma adjustment: increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that (ix) such pro forma adjustment to Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, given solely for the purpose of measuring determining the financial covenant in Section 7.11 existence of a Default or an Event of Default under the Financial Covenants with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under 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 VII) for the quarter with respect to which such Cure Right was exercised and (y) there shall be no reduction in Indebtedness in connection with any Cure Amounts for determining compliance with Section 7.09 and no Cure Amounts will reduce (or count towards) the First Lien Leverage Ratio, the Secured Leverage Ratio or the Total Leverage Ratio for purposes of any calculation thereof, in each case, for the fiscal quarter with respect to which such Cure Right was exercised, except that with respect to fiscal quarters thereafter, such reduction may apply but only to the Cure Amount; andextent the proceeds are actually applied to prepay Indebtedness pursuant to Section 2.05(a). (iib) ifIf, after giving effect to the foregoing pro forma adjustment (without counting any exercise of the Cure Amount as Unrestricted Cash Right and without giving pro forma effect the recalculations pursuant to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)clause (a) above, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Covenants during such Test Period (including for purposes of Section 7.114.02), the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach Default or default Event of the Default under Section 7.11 8.01 that had occurred shall be deemed cured for the purposes of this Agreementcured; provided that (i) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within may be exercised on no more than five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contraryoccasions, (iii) in each four consecutive fiscal quarter period of the Borrower period, there shall be at least two fiscal quarters in respect of which the no Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes with respect to any exercise of this Section 8.04the Cure Right, the Cure Amount shall be no greater than the amount required for purposes of complying to cause the Borrower to be in compliance with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Financial Covenants. (c) Notwithstanding any other provision anything in this Agreement to the contrary, following the delivery by the Borrower of a written notice to the Administrative Agent of its intent to exercise the Cure Amount received pursuant Right (x) the Lenders shall not be permitted to exercise any exercise rights then available as a result of an Event of Default under this Article VIII on the basis of a breach of the Financial Covenants so as to enable the consummation of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees permitted under this Section 8.05 and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation not be required to make Revolving Loans any Credit Extension and the L/C Issuers shall have no obligation not be required to issue, amend to increase the face amount of or extend make any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments L/C Credit Extension unless and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that until the Borrower has confirmed in writing that Holdings does not intend to provide received the Cure Amount)Amount required to cause the Borrower to be in compliance with the Financial Covenants.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that the Borrower fails Holdings and its Restricted Subsidiaries fail to comply with the requirements of Section 7.11 the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerHoldings, at any time after the last day beginning of such fiscal quarter until the expiration of the tenth (10)th 10th Business Day subsequent to following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a5.01(a)(i) or (b), as applicable (such date, the “Cure Expiration Date”Section 5.01(b)(i), Holdings or any Parent Entity thereof shall have the right to issue common equity Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity Equity Interests or other Equity Interests (which Holdings shall contribute directly or indirectly provided such other Equity Interests are reasonably satisfactory to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower Holdings of the Net Equity Proceeds of such Specified Equity Contribution issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (ia) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and; (iib) if, after giving effect to the foregoing pro forma adjustment (without counting giving effect to any portion of the Cure Amount as Unrestricted Cash on the balance sheet of Holdings and without its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewithIndebtedness), the Borrower Holdings and the its Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Performance Covenants, the Borrower Holdings and the its Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings.and (bc) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower Holdings there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and times, (iii) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure AmountAmount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until Holdings has received the Cure Amount required to cause Holdings and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability Available Amount, the Available Equity Amount, any financial ratio-based conditions or amount of any covenant baskets tests, pricing or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 VI of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that the Borrower fails to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrowerfinancial covenants set forth in Sections 6.11 and 6.12, at any time after the last day of such fiscal quarter if then in effect, until the expiration of the tenth (10)th Business Day subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are a Compliance Certificate is required to be delivered pursuant to Section 6.01(a5.01(c) or (b), as applicable (such required date, the “Delivery Deadline” and the tenth Business Day thereafter, the “Cure Expiration DateDeadline”), Holdings the shareholders of the Borrower shall have the right to issue common equity for contribute cash or otherwise receive cash contributions to the capital equity of Holdings as cash common equity (which Holdings shall contribute directly or indirectly the Borrower in an aggregate amount equal to the Borrower as cash common equity amount necessary to cure the relevant failure to comply with Sections 6.11 and 6.12 (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied cash (the “Cure Amount”) pursuant to the exercise by Holdings the shareholders of the Borrower of such Cure Right Right, the calculation of Consolidated EBITDA as used in Total Net Leverage Ratio and the calculation of the financial covenant in Section 7.11 Interest Coverage Ratio shall be recalculated giving effect to the following pro forma adjustmentadjustments: (i) Consolidated EBITDA for the period in which the Cure Amount is being applied shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarterincreased, solely for the purpose of measuring compliance with Sections 6.11 and 6.12 as of the financial covenant in Section 7.11 last day of such period and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) ifIf, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)recalculations, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Total Net Leverage Ratio and Interest Coverage Ratio under Sections 6.11 and 6.12, the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Total Net Leverage Ratio and Interest Coverage Ratio as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Sections 6.11 and 6.12 that had occurred shall be deemed cured for the purposes of this purpose under this Agreement; provided that the Borrower shall have notified . (b) Upon receipt by the Administrative Agent of written notice on the Delivery Deadline that the Borrower intends to exercise the Cure Right in respect of such Cure Right within five (5) Business Days Fiscal Quarter or Fiscal Year, the Lenders shall not be permitted to accelerate the Loans held by them, exercise remedies against the Collateral or any other rights and remedies under any of the issuance Loan Documents that are available during the continuance of an Event of Default on the basis of a failure to comply with the requirements of the relevant Equity Interests or financial covenants set forth in Sections 6.11 and 6.12, unless such failure is not cured by the Borrower’s receipt of the cash contributions Cure Amount on or prior to the Cure Deadline; provided that, during such period until the Cure Amount has been received by Holdingsthe Borrower as provided above, a Default in respect of such failure to comply with Sections 6.11 and 6.12 shall continue to exist for all purposes of this Agreement and the other Loan Documents. (bc) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter four-Fiscal Quarter period of the Borrower there shall be at least two fiscal quarters (2) Fiscal Quarters in which the Cure Right is not exercised, exercised and (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.04, during the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 term of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that the Borrower fails Holdings and its Restricted Subsidiaries fail to comply with the requirements of Section 7.11 the Financial Performance Covenant as of the last day of any applicable fiscal quarter of the BorrowerHoldings, at any time after the last day beginning of such fiscal quarter until the expiration of the tenth fifteenth (10)th 15th) Business Day subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a5.01(a) or (b), as applicable (such date, the “Cure Expiration Termination Date”), Holdings shall have the right to issue common equity Qualified Equity Interests for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified other Qualified Equity Contribution”)) Interests (collectively, the “Cure Right”), and upon the receipt by the Borrower Holdings of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied issuance (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any repayment of any Indebtedness with any portion of the Cure Amount applied or any portion of the Cure Amount on the balance sheet of Holdings and its Restricted Subsidiaries, in each case, with respect to any repayment of any Indebtedness in connection therewithsuch fiscal quarter only), the Borrower Holdings and the its Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Performance Covenant, the Borrower Holdings and the its Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default or event of default of the Section 7.11 Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this AgreementAgreement and the other Loan Documents; provided that the Administrative Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two (2) fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (5) times, (iii) for purposes of this Section 8.047.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure AmountAmount and (iv) neither the Administrative Agent nor any Lender or Secured Party shall exercise any remedy (including acceleration) under the Loan Documents or applicable law on the basis of an Event of Default caused by the failure to comply with Section 6.11 until after Holding’s ability to cure has lapsed and Holdings has not exercised the Cure Right, and, if the Administrative Borrower shall have delivered to the Administrative Agent a notice of its intent to cure a breach or default under Section 7.01(d)(ii) prior to the Cure Termination Date, no Event of Default under Section 7.01(d)(ii) shall then be deemed to be in existence, provided, however, that if the Cure Amount is not received by Holdings on or prior to the Cure Termination Date, such Event of Default shall be deemed to arise). Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall not be disregarded for all other purposes, such as for purposes included in the calculation of determining the availability Consolidated EBITDA or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and incurrence ratio test for purposes of determining any available basket under Article 7 VI of this Agreement; provided that . For the avoidance of doubt, no Cure Amounts shall be applied to reduce the Indebtedness of Holdings and its Restricted Subsidiaries on a Pro Forma Basis for purposes of determining compliance with the Financial Performance Covenant for the fiscal quarter in which such Cure Right was made and there shall not have been a breach of any covenant under Article VI of this Agreement by reason of having no longer included such Cure Amount shall reduce Indebtedness in subsequent test periods to any basket during the extent used to prepay Loans hereunderrelevant period. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that the Borrower fails (or, but for the operation of this Section 7.02, would fail) to comply with the requirements of financial covenant set forth in Section 7.11 as of the last day of any fiscal quarter of the Borrower, at any time after the last day of such fiscal quarter 6.12 and until the expiration of the tenth (10)th 10th Business Day subsequent to after the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant with respect to Section 6.01(a) or the applicable fiscal quarter hereunder (b), as applicable (such date, the “Cure Expiration DateDeadline”), Holdings shall have the right to issue common equity for cash may engage in a sale or issuance of any Qualified Equity Interests of Holdings or otherwise receive cash contributions to the capital of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as other non-cash common equity (such equity, the “Specified pay Qualified Equity Contribution”)) (collectively, the “Cure Right”), Interests and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right the calculation of increase Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 shall be recalculated giving effect to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 and not for any other purpose under this Agreement, by an amount equal to such net cash proceeds; provided that such net cash proceeds (i) are actually received by the Cure Amount; and Borrower (including through capital contribution of such net cash proceeds by Holdings to the Borrower) no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, and (ii) ifdo not exceed the aggregate amount necessary to comply with Section 6.12 for any applicable period. If, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash increase in Consolidated EBITDA, Holdings and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith), the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.116.12, Holdings and the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the such requirements of Section 7.11 as of the relevant date of determination with the same effect as though there had been (or would have been) no failure to comply therewith at such date, and the applicable breach failure to comply that occurred (or default of the Section 7.11 that had occurred would have occurred) shall be deemed cured for the purposes of this Agreement; provided . The parties hereby acknowledge that this Section 7.02(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 6.12 and shall not result in any adjustment to any amounts other than the Borrower shall have notified amount of the Consolidated EBITDA referred to in the immediately preceding sentence. 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 described above in this Section 7.02(a) in respect of a fiscal quarter, none of the Administrative Agent or the Lenders shall 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 covenant set forth in Section 6.12, unless such failure is not cured pursuant to the exercise of such cure right on or prior to the Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by HoldingsDeadline. (b) Notwithstanding anything herein to the contrary, (i) in In each four consecutive fiscal quarter period of the Borrower four fiscal quarters, there shall be at least two fiscal quarters in which the Cure Right no cure set forth in Section 7.02(a) is not exercised, made. (iic) during During the term of this Agreement, the Cure Right a cure set forth in Section 7.02(a) shall not be exercised more than five times and (iii) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunderfour times. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that the Borrower fails to comply with the requirements of the Financial Maintenance Covenants described in Section 7.11 as of the last day of any fiscal quarter of the Borrower6.13(a) and Section 6.13(b), at any time after from the last first day of such fiscal applicable quarter until the expiration of the tenth (10)th fifteenth Business Day subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a5.01(a) or (bSection 5.01(b), as applicable (such dateapplicable, the “Cure Expiration Date”), Holdings Borrower (or any Parent Entity thereof) shall have the right to issue common equity Qualified Equity Interests or other Equity Interests reasonably satisfactory to the Administrative Agent (but excluding Disqualified Equity Interests) (each such issuance taken pursuant and in accordance with this Section 7.02, a “Specified Equity Issuance”) for cash or otherwise receive cash contributions to (or in the capital case of Holdings as any other Parent Entity, receive equity interests in the Borrower for its cash common equity contributions to) the Equity Interests (which Holdings shall contribute directly or indirectly to other than Disqualified Equity Interests) of the Borrower as cash common equity (such equityor other Qualified Equity Interests or other Equity Interests reasonably satisfactory to the Administrative Agent, in each case, which are contributed to the “Specified Equity Contribution”)) Borrower in the form of cash (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution issuance that are not otherwise applied Not Otherwise Applied (the “Cure Amount”) pursuant to the exercise by Holdings the Borrower of such Cure Right Right, the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Maintenance Covenant shall be recalculated giving pro form effect to the following pro forma adjustment: (i) Consolidated EBITDA and/or Consolidated Cash EBITDA shall be increased with respect to such applicable fiscal quarter with respect to which such Cure Amount is received by the Borrower and any four fiscal quarter period Test Period that contains includes such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 applicable Financial Maintenance Covenant(s) and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; andAmount and (ii) with respect to the LTV Covenant, Consolidated Total Net Debt shall be reduced by the portion of the Cure Amount that is actually applied to prepay such Indebtedness; (iib) if, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)recalculation, the Borrower and the its Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11applicable Financial Maintenance Covenant(s), the Borrower and the its Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the applicable Financial Maintenance Covenant(s) 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 the Section 7.11 applicable Financial Maintenance Covenant(s) that had occurred shall be deemed cured for the purposes of this Agreement; provided ; (c) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower shall have notified intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the fifteenth Business Day following the date on which 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)(i), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or 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 the relevant failure to comply with Section 6.13; (d) there shall be no pro forma or other reduction of the amount of Consolidated Total Net Debt (by netting or otherwise) by the amount of the applicable Cure Amount for purposes of determining compliance with Section 6.13(a) in the fiscal quarter in respect of which the Cure Right was exercised; provided that, any portion of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests Amount that is actually applied to repay Indebtedness or the receipt of the cash contributions by Holdings.“netted” against such Indebtedness shall reduce Consolidated Total Net Debt in future Test Periods which include such fiscal quarter; (be) Notwithstanding notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least no more than two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.047.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amountapplicable Financial Maintenance Covenant(s). Notwithstanding any other provision in this Agreement to the contrary, during any Test Period in which any Cure Amount is included in the calculation of Consolidated EBITDA and/or Consolidated Cash EBITDA as a result of any exercise of the Cure Right, the Cure Amount received pursuant to any exercise of the Cure Right shall be (A) counted solely as an increase to Consolidated EBITDA and/or Consolidated Cash EBITDA for the purpose of determining compliance with the applicable Financial Maintenance Covenant(s) and (B) disregarded for all other purposes, such as for purposes of determining the availability Available Equity Amount, any financial ratio-based conditions or amount of any covenant baskets provisions, Applicable Rate or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 VI of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder.and (cf) Notwithstanding anything herein no Revolving Lender, Swingline Lender or Issuing Bank shall make any Revolving Loan or Swingline Loan or to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend issue any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither Credit from and after such time as the Administrative Agent nor any Lender shall exercise has received the right Notice of Intent to accelerate the Loans or terminate the Commitments Cure unless and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide until the Cure Amount)Amount is actually received by the Borrower.

Right to Cure. (a) Notwithstanding anything Solely for purposes of determining compliance with the Financial Covenant, on or prior to the contrary contained in Section 8.01, in the event day that the Borrower fails to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, at any time is ten (10) Business Days after the last day of such fiscal quarter until the expiration of the tenth (10)th Business Day subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or 8.1 for any fiscal quarter (b), as applicable (such date, the “Equity Cure Expiration DatePeriod”), Holdings the Sponsors, any of their Affiliates or other Persons shall have the right to issue make an equity investment (which equity shall be common equity for cash or otherwise receive cash contributions to the capital of Qualified Equity Interests) in Holdings as cash common equity (in cash, which Holdings shall subsequently contribute directly or indirectly to U.S. Holdings, and U.S. Holdings shall contribute to the Borrower as on or prior to the expiration of the Equity Cure Period for such fiscal quarter, and such cash common will, if so designated by the Borrower, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the Financial Covenant at the end of such fiscal quarter and the subsequent three fiscal quarters (any such equity (such equitycontribution so included in the calculation of Consolidated EBITDA, the a “Specified Equity Contribution”); provided that (a) there shall be no more than two (collectively, the “Cure Right”), and upon the receipt by the Borrower 2) quarters in each four (4) consecutive fiscal quarter period in respect of the Net Equity Proceeds of such which a Specified Equity Contribution that are not otherwise applied is made, (b) the “Cure Amount”) pursuant to the exercise by Holdings amount of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 any Specified Equity Contribution shall be recalculated giving effect no more than the amount required to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith), cause the Borrower and the Restricted Subsidiaries shall then to be in compliance with the requirements of Section 7.11Financial Covenant on a Pro Forma Basis, the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 as of the relevant date of determination with the same effect as though there had been (c) no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within more than five (5) Business Days of the issuance of the relevant Specified Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there Contributions shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) made during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iiid) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right all Specified Equity Contributions shall be disregarded for all other purposes, such as for purposes of any financial ratio determination under this Agreement other than for determining compliance with the availability Financial Covenant (and will not be credited as an addition to the Available Amount or amount Excluded Contribution) and (e) there shall be no reduction in Indebtedness with the proceeds of any covenant baskets or carve-outs, Specified Equity Contribution for purposes of determining pro forma compliance in connection with any transaction, the Financial Covenant for purposes of determining rates or fees and the fiscal quarter for purposes of determining any available basket under Article 7 of this Agreement; provided that which such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunderSpecified Equity Contribution was made. (cb) Notwithstanding anything herein Upon receipt by the Administrative Agent of a Notice of Intent to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail Cure prior to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Equity Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contraryPeriod, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans any rights or terminate the Commitments and none of the Administrative Agent, any Lender remedies under this Section 11 (or any rights and remedies under any other Secured Party shall exercise any right to foreclose on or take possession Loan Document that are available during the continuance of the Collateral or exercise any remedy solely an Event of Default) on the basis of an Event of Default having occurred and being continuing any failure to comply with respect to requirements of Section 7.11, in each case, at any time prior to the Financial Covenant until the expiration of the applicable Equity Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount)Period.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.019.01, in the event that the Borrower fails (or, but for the operation of this Section 9.04, would fail) to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, at any time after the last day of such fiscal quarter financial covenant set forth in Article VIII and until the expiration of the tenth (10)th 10th) Business Day subsequent to after the date on which the financial statements are required to be delivered pursuant to Section 6.01(a) or (b), as applicable, with respect to such the applicable fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), as applicable hereunder (such date, the “Cure Expiration Date”), Holdings shall have the right to issue common equity for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, may engage in a Permitted Equity Issuance and apply the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower amount of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied (the “Cure Amount”) pursuant net cash proceeds thereof to the exercise by Holdings of such Cure Right the calculation of increase Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 shall be recalculated giving effect to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased with respect to such applicable quarter; provided that such net cash proceeds (i) are actually received by the Borrower no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and disregarded for purposes of calculating the Available Amount, (iii) do not exceed the aggregate amount necessary to comply with Article VIII for any four fiscal quarter period that contains such fiscal quarterapplicable period, solely and (iv) shall not result in any pro forma reduction in Indebtedness for the purpose purposes of measuring determining compliance with the financial covenant set forth in Section 7.11 and not Article VIII for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) iffiscal quarter in which such Permitted Equity Issuance is made. If, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect increase to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)Consolidated EBITDA, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11Article VIII, the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the such requirements of Section 7.11 as of the relevant date of determination with the same effect as though there had been (or would have been) no failure to comply therewith at such date, and the applicable breach failure to comply that occurred (or default of the Section 7.11 that had occurred would have occurred) shall be deemed cured for the purposes of this Agreement; provided . The parties hereby acknowledge that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5this Section 9.04(a) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall may not be exercised more than five times and (iii) relied on for purposes of this Section 8.04calculating any financial ratios other than as applicable to Article VIII and shall not result in any adjustment to any amounts (including, the Cure Amount shall be no greater without limitation, Consolidated Senior Secured First-Lien Indebtedness) other than the amount required for purposes of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods Consolidated EBITDA referred to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount)preceding sentence. (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that Holdings and the Borrower fails Co-Borrowers fail to comply with the requirements of Section 7.11 the Financial Performance Covenant (if applicable) as of the last day of any applicable fiscal quarter of the BorrowerHoldings, at any time after the last day beginning of such fiscal quarter (but, in any event, after the Effective Date) until the expiration of the tenth (10)th Business Day subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a5.01(a) or (b), as applicable (such date, the “Cure Expiration Date”)applicable, Holdings shall have the right to issue common equity Qualified Equity Interests for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified other Qualified Equity Contribution”)) Interests (collectively, the “Cure Right”), and upon the receipt by the Borrower Holdings of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied issuance (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right Right, the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any repayment of any Indebtedness with any portion of the Cure Amount applied to or any repayment portion of any Indebtedness in connection therewith), the Borrower Cure Amount on the balance sheet of Holdings and the Restricted Subsidiaries Subsidiaries, in each case, with respect to such fiscal quarter only), Holdings shall then be in compliance with the requirements of Section 7.11the Financial Performance Covenant, the Borrower and the Restricted Subsidiaries Holdings shall be deemed to have satisfied the requirements of Section 7.11 the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower Holdings shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower Holdings there shall be at least two (2) fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times and (iii) for purposes of this Section 8.047.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 VI of this Agreement; provided that such . For the avoidance of doubt, no Cure Amount Amounts shall be applied to reduce the Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower of Holdings and the Restricted Subsidiaries fail to comply on a Pro Forma Basis for purposes of determining compliance with the requirements of Section 7.11 as of Financial Performance Covenants for the last day of any fiscal quarter of the Borrower, from in which such Cure Right was made (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood provided that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that such Cure Amounts are applied to prepay Indebtedness, such reduction may be given effect in determining compliance with the Borrower has confirmed Financial Performance Covenant for fiscal quarters after the fiscal quarter in writing that Holdings does which such Cure Right was made) and there shall not intend to provide have been a breach of any covenant under Article VI of this Agreement solely by reason of having no longer included such Cure Amount in any basket during the Cure Amount)relevant period.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01Sections 8.01 or 8.02, in the event that if the Borrower fails to comply with determines that an Event of Default under the requirements of covenant set forth in Section 7.11 as 7.09 has occurred or may occur, during the period commencing after the beginning of the last day of any fiscal quarter of the Borrower, at any time included in such Test Period and ending fifteen (15) Business Days after the last day of such fiscal quarter until the expiration of the tenth (10)th Business Day subsequent to the date on which the financial statements are required to be delivered hereunder with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), as applicable (such date, the “Cure Expiration Date”), Holdings shall have the right to issue common equity for cash or otherwise receive cash contributions (i) a Specified Equity Contribution may be made to the capital Borrower (a “Designated Equity Contribution”) or (ii) the Borrower may incur Indebtedness so long as it is unsecured and subordinated in right of Holdings as payment to the Loans (a “Designated Shareholder Loan”), and the amount of the net cash common equity proceeds thereof shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such net cash proceeds (which Holdings shall contribute directly or indirectly to i) are actually received by the Borrower as cash common equity (including through capital contribution of such equity, net cash proceeds to the “Specified Equity Contribution”)Borrower) (collectively, or incurred pursuant to the “Cure Right”), and upon terms of any Designated Shareholder Loan during the receipt period commencing after the beginning of the last fiscal quarter included in such Test Period by the Borrower and ending on the Cure Expiration Date and (ii) are Not Otherwise Applied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.09 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 shall be recalculated giving effect to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring Section 7.09. Notwithstanding anything to the financial covenant contrary contained in Section 7.11 8.01 and not for any other purpose under this AgreementSection 8.02, (A) upon designation of the Designated Equity Contribution or Designated Shareholder Loan, as applicable, by the Borrower in an amount equal necessary to cure any Event of Default under the Cure Amount; and (ii) ifcovenant set forth in Section 7.09, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith), the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11, the Borrower and the Restricted Subsidiaries shall such covenant will be deemed to have satisfied the requirements of Section 7.11 and complied with 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 with such datecovenant and any Event of Default under such covenant (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents, and (B) from and after the applicable breach or default of the Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement; provided date that the Borrower shall have notified delivers a written notice to the Administrative Agent of the that it intends to exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of its cure right under this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes 8.05 (a “Notice of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed Intent to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (cCure”) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall may exercise the right to accelerate the Loans any rights or terminate the Commitments and none of the Administrative Agent, any Lender remedies under Section 8.02 (or under any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely Loan Document) on the basis of an any actual or purported Event of Default having occurred and being continuing under the covenant set forth in Section 7.09 with respect to requirements the quarter for which a Notice of Section 7.11Intent to Cure has been provided (and any other Default as a result thereof), in each caseand the Borrower shall be permitted to borrow Revolving Credit Loans and make any request for an L/C Credit Extension, at any time prior to until and unless the expiration of the applicable Cure Expiration Date (except to has occurred without the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount)Designated Equity Contribution or Designated Shareholder Loan, as applicable, having been designated.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.019.01 or 9.02, in the event that the Borrower fails to comply with the requirements of the financial covenant set forth in Section 7.11 as of the last day of any fiscal quarter of the Borrower8.10, at any time after the last day of such fiscal quarter then: (a) until the expiration of the tenth fifteenth (10)th 15th) Business Day subsequent to the date on which the relevant financial statements are required to be delivered with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a7.01(a) or (b), as applicable (such date, the “Cure Expiration Date”), Holdings Borrower shall have the right to issue common equity Qualified Capital Stock to a Person other than a Subsidiary of the Borrower or an Unrestricted Subsidiary for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash, in an amount no greater than the Net Equity Proceeds of amount required to cause the Borrower to be in compliance with the financial covenant set forth in Section 8.10 with respect to such Specified Equity Contribution that are not otherwise applied fiscal quarter (the “Cure Amount”) pursuant to the exercise by Holdings the Borrower of such Cure Right Right, the calculation of Consolidated EBITDA of the Borrower as used in the calculation of the financial covenant set forth in Section 7.11 8.10 shall be recalculated giving effect to the following pro forma adjustmentadjustments: (i) Consolidated EBITDA of the Borrower shall be increased with respect to for such applicable fiscal quarter and any four fiscal quarter each subsequent period that contains containing such fiscal quarter, solely for the purpose of measuring the financial covenant set forth in Section 7.11 8.10 and not for any other purpose under this AgreementAgreement (including, but not limited to, determining the availability or amount of any covenant baskets or carve-outs or the Applicable Rate or the Commitment Fee Rate or reducing any outstanding Indebtedness (or increasing cash or Cash Equivalents); provided that such limitation on the reduction of outstanding Indebtedness shall not apply in subsequent fiscal quarters), by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)recalculations, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of the financial covenant set forth in Section 7.118.10, the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 7.11 8.10 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the financial covenant set forth in Section 7.11 8.10 that had occurred shall be deemed cured for the all purposes of this Agreement; provided that the Borrower shall have notified and (b) upon receipt by the Administrative Agent of written notice, prior to the expiration of the fifteenth (15th) Business Day subsequent to the date the relevant financial statements are required to be delivered pursuant to Section 7.01(a) or (b) (the “Anticipated Cure Deadline”), that the Borrower intends to exercise the Cure Right in respect of a fiscal quarter, the Administrative Agent and the Lenders shall not be permitted to accelerate Loans or terminate the Commitments held by them or to exercise remedies against the Collateral or exercise any other remedies on the basis of a failure to comply with the requirements of the financial covenant set forth in Section 8.10 until such failure is not cured pursuant to the exercise of such the Cure Right within five (5) Business Days on or prior to the Anticipated Cure Deadline; provided that, for the avoidance of doubt, no Credit Extension to the issuance Borrower under the Revolving Facility shall be required to be made for so long as the Borrower is not in compliance with the financial covenant set forth in Section 8.10 and such non-compliance has not been cured in accordance with the provisions of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) this Section 9.03. Notwithstanding anything herein to the contrary, (i) in each four consecutive (4) fiscal quarter period of the Borrower period, there shall be at least two (2) fiscal quarters in respect of which the Cure Right is not exercised, (ii) there can be no more than five (5) fiscal quarters in respect of which the Cure Right is exercised during the term of this Agreement, the Cure Right shall not be exercised more than five times Revolving Facility and (iii) for purposes of this Section 8.049.03, the Cure Amount utilized shall be no greater than the amount required for purposes of complying with the financial covenant set forth in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder8.10. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a1) Notwithstanding anything to the contrary contained in Section 8.018.01 or Section 8.02, in but subject to Sections 8.04(2) and (3), for the event that purpose of determining whether an Event of Default under the Financial Covenant has occurred, the Borrower fails to comply with the requirements of Section 7.11 as may on one or more occasions designate any portion of the last day Net Proceeds from any Permitted Equity Issuance or of any contribution to the common equity capital of the Borrower (or from any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent (acting at the Direction of the Required Lenders)) (the “Cure Amount”) as an increase to Consolidated EBITDA of the Borrower for the applicable fiscal quarter; provided that (a) such amounts to be designated are actually received by the Borrower (i) on and after the first Business Day of the applicable fiscal quarter of the Borrower, at any time after the last day of such fiscal quarter until the expiration of and (ii) on and prior to the tenth (10)th 10th) Business Day subsequent to after the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant with respect to Section 6.01(a) or such applicable fiscal quarter (b), as applicable (such date, the “Cure Expiration Date”), (b) such amounts to be designated do not exceed the maximum aggregate amount necessary to cure any Event of Default under the Financial Covenant as of such date, Holdings shall and (c) the Borrower will have the right to issue common equity for cash or otherwise receive cash contributions provided notice to the capital of Holdings Administrative Agent on the date such amounts are designated as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied (the a “Cure Amount”” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter will be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.04(1) may not be relied on for purposes of calculating any financial ratios other than as applicable to the Financial Covenant (and may not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) and may not result in any adjustment to any amounts (including the exercise by Holdings amount of such Cure Right the calculation of Consolidated EBITDA as used Indebtedness) or increase in the calculation of the financial covenant in Section 7.11 shall be recalculated giving effect to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased cash with respect to such applicable the fiscal quarter and with respect to which such Cure Amount was received other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence, except with respect to any four future fiscal quarters occurring after the fiscal quarter period that contains with respect to which such fiscal quarter, solely for Cure Amount was received to the purpose of measuring extent such proceeds are actually applied to prepay Indebtedness under the financial covenant Facilities. Notwithstanding anything to the contrary contained in Section 7.11 8.01 and not for any other purpose under this AgreementSection 8.02, by an amount equal to the Cure Amount; and (iiA) if, after giving effect to the foregoing pro forma adjustment (without counting any upon designation of the Cure Amount as Unrestricted Cash and without giving pro forma effect by the Borrower in an amount necessary to cure any portion Event of Default under the Cure Amount applied to any repayment of any Indebtedness in connection therewith)Financial Covenant, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11, the Borrower and the Restricted Subsidiaries shall Financial Covenant will be deemed to have satisfied the requirements of Section 7.11 and complied with 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, with the Financial Covenant and any Event of Default under the applicable breach or default Financial Covenant (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Section 7.11 that had occurred shall be deemed cured for Loan Documents and (B) from and after the purposes of this Agreement; provided date that the Borrower shall have notified delivers a written notices to the Administrative Agent of the that it intends to exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of its cure right under this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes 8.04 (a “Notice of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed Intent to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (cCure”) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall may exercise the right to accelerate the Loans any rights or terminate the Commitments and none of the Administrative Agent, any Lender remedies under Section 8.02 (or under any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely Loan Document) on the basis of an any actual or purported Event of Default having occurred under the Financial Covenant (and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to other Default as a result thereof) until and unless the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide occurred without the Cure Amount)Amount having been designated. (2) In each period of four consecutive fiscal quarters, there shall be no more than two (2) fiscal quarters in which the cure right set forth in Section 8.04(1) is exercised. (3) There shall be no more than five (5) fiscal quarters in which the cure rights set forth in Section 8.04(1) are exercised during the term of the Facilities.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that the Borrower fails and its Restricted Subsidiaries fail to comply with the requirements of Section 7.11 the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the last day beginning of such fiscal quarter until the expiration of the tenth (10)th 10th Business Day subsequent to following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a5.01(a) or (bSection 5.01(b), as applicable (such date, the “Cure Expiration Date”), Holdings Borrower or any Parent Entity thereof shall have the right to issue common equity Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity Equity Interests or other Equity Interests (provided such equity, other Equity Interests are reasonably satisfactory to the “Specified Equity Contribution”)Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by Holdings the Borrower of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (ia) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and; (iib) if, after giving effect to the foregoing pro forma adjustment (without counting giving effect to any portion of the Cure Amount as Unrestricted Cash on the balance sheet of the Borrower and without its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewithIndebtedness), the Borrower and the its Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Performance Covenants, the Borrower and the its Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings.and (bc) Notwithstanding notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability Available Amount, the Available Equity Amount, any financial ratio-based conditions or amount of any covenant baskets tests, pricing or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 VI of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that the Borrower fails and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerFinancial Performance Covenant Test Period, then at any time after the last day beginning of such fiscal quarter until the expiration of the tenth (10)th Business Day 10th day subsequent to the earlier of (i) the date on which a Compliance Certificate with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) is delivered in accordance with Section 5.01(d) and (ii) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a5.01(a) or (b) (the “Cure Deadline”), as applicable (such date, the “Cure Expiration Date”)applicable, Holdings shall have the right to issue common equity Qualified Equity Interests for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity or other Qualified Equity Interests (which Holdings shall contribute directly or indirectly through its Subsidiaries of which the Borrower is a Subsidiary to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are issuance (which Net Proceeds may not otherwise applied be included in the calculation of the Cumulative Credit) (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any repayment of any Indebtedness with any portion of the Cure Amount applied or any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries, in each case, with respect to any repayment of any Indebtedness in connection therewithsuch fiscal quarter only), the Borrower and the its Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Performance Covenant, the Borrower and the its Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right (a “Cure Notice”) within five (5) Business Days of the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by Holdings. (iii) Notwithstanding anything to the contrary, (i) neither the Administrative Agent nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Commitments, and none of the Administrative Agent, nor any Lender or 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 the relevant Event of Default under Section 7.01(d); and (ii) no Revolving Lender, Swingline Lender or Issuing Bank shall be required to make any Loans or issue any Letter of Credit from and after such time as the Administrative Agent has received the Cure Notice unless and until the Cure Amount is actually received on or prior to the Cure Deadline; (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term life of this Agreement, the Cure Right shall not be exercised more than five four times and (iii) for purposes of this Section 8.047.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 Financial Performance Covenant with respect to the applicable fiscal quarter and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability any financial ratio based conditions or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 6 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that if the Borrower fails to comply with determines that an Event of Default in respect of any Financial Covenant has occurred or may occur, during the requirements of Section 7.11 as period commencing after the beginning of the last day of any fiscal quarter of the Borrower, at any time included in such Test Period and ending 15 Business Days after the last day of such fiscal quarter until the expiration of the tenth (10)th Business Day subsequent to the date on which the financial statements are required to be delivered hereunder with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), as applicable (such date, the “Cure Expiration Date”), Holdings shall have the right to issue common equity for cash or otherwise receive cash contributions a Designated Equity Contribution may be made to the capital Borrower (a “Designated Equity Contribution”), and the amount of Holdings as the net cash common equity (which Holdings proceeds thereof shall contribute directly or indirectly be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such net cash proceeds are actually received by the Borrower as cash common equity (including through capital contribution of such equity, net cash proceeds to the “Specified Equity Contribution”)Borrower) (collectively, during the “Cure Right”), and upon period commencing after the receipt beginning of the last fiscal quarter included in such Test Period by the Borrower and ending on the Cure Expiration Date. The parties hereby acknowledge that this Section 7.02(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to the Financial Covenants. Notwithstanding anything to the contrary contained in Section 7.01, (A) upon designation of the Net Equity Proceeds of such Specified Designated Equity Contribution that are not otherwise applied (by the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used Borrower in the calculation of the financial covenant in Section 7.11 shall be recalculated giving effect to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 and not for any other purpose under this Agreement, by an amount equal necessary to the Cure Amount; and (ii) if, after giving effect to the foregoing pro forma adjustment (without counting cure any Event of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment Default in respect of any Indebtedness in connection therewith)Financial Covenant, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11, the Borrower and the Restricted Subsidiaries shall such covenant will be deemed to have satisfied the requirements of Section 7.11 and complied with 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 with such datecovenant and any Event of Default under such covenant (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents, and (B) from and after the applicable breach or default of the Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement; provided date that the Borrower shall have notified delivers a written notice to the Administrative Agent that it intends to exercise its cure right under this Section 7.02 (a “Notice of Intent to Cure”) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 7.01 (or under any other Loan Document) with respect to the quarter for which a Notice of such Intent to Cure Right within five has been provided (5) Business Days of and any other Default as a result thereof), but the issuance of Borrower shall not be permitted to borrow Revolving Loans or Swing Line Loans or make any request for an L/C Credit Extension, until and unless the relevant Cure Expiration Date has occurred without the Designated Equity Interests or the receipt of the cash contributions by HoldingsContribution having been made. (b) Notwithstanding anything herein to the contrary, (i) in In each period of four consecutive fiscal quarter period of the Borrower quarters, there shall be at least two fiscal quarters in which the Cure Right no Designated Equity Contribution is not exercisedmade, (ii) no more than five Designated Equity Contributions may be made in the aggregate during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes the amount of this Section 8.04, the Cure Amount any Designated Equity Contribution shall be no greater more than the amount required to cause the Borrower to be in Pro Forma Compliance with the Financial Covenants for any applicable period, (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Designated Equity Contribution for determining compliance with the Financial Covenants for the fiscal quarter with respect to which such Designated Equity Contribution was made; provided that to the extent such proceeds are actually applied to prepay Indebtedness, such reduction may be credited in any subsequent fiscal quarter and (v) other than as set forth in the proviso to clause (iv) above, the foregoing may not be relied on for purposes of complying calculating any financial ratios other than compliance with the financial covenant in Section 7.11 Financial Covenants and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding result in any other provision in this Agreement to the contrary, the Cure Amount received pursuant adjustment to any exercise of “baskets” or other amounts other than the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance Consolidated EBITDA referred to in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunderclause (a) above. (c) Notwithstanding anything herein to the contrarycontrary set forth in this Agreement, in the event that if a Designated Equity Contribution is made, the Borrower and the its Restricted Subsidiaries fail will be prohibited from making any Restricted Payments pursuant to comply Section 6.05(i) or make any Investment in an Unrestricted Subsidiary until the Borrower is in compliance with the requirements of Section 7.11 Financial Covenants as of the last day of any fiscal quarter a Test Period following the making of the Borrower, from such Designated Equity Contribution (x) the date on which the financial statements with respect without giving effect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure AmountDesignated Equity Contribution). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01Article VII, in the event that the Borrower fails to comply with the requirements of Section 7.11 as of the last day of any Financial Covenant with respect to any fiscal quarter of the Borrowerend, at any time after from the last day of such fiscal quarter until the expiration of the tenth (10)th 10th Business Day subsequent to the date on which the financial statements certificate calculating compliance with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are Financial Covenant is required to be delivered pursuant to Section 6.01(a) or (b5.04(d), as applicable (such date, the “Cure Expiration Date”), Holdings Borrower shall have the right to issue common equity Permitted Cure Securities for cash or otherwise receive cash capital contributions to in the capital form of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied cash (the “Cure Amount”) pursuant and written notice to the exercise Administrative Agent, such Financial Covenants for such period shall be recalculated by Holdings increasing Consolidated EBITDA by the amount of such Cure Right the calculation of Consolidated EBITDA as used Amount; provided that (a) in the calculation of the financial covenant in Section 7.11 each four-fiscal quarter period, there shall be recalculated giving effect to at least two (2) fiscal quarters in which the following pro forma adjustment: Cure Right is not exercised, (ib) Consolidated EBITDA the Cure Right may be exercised no more than four (4) times during the term of this Agreement, (c) the Cure Amount shall be increased no greater than the amount required for purposes of curing the non-compliance with respect such Financial Covenant, (d) the Cure Amount shall be applied solely to such applicable fiscal quarter determine compliance with the Financial Covenants in accordance with this Section 7.03, and any four fiscal quarter period that contains such fiscal quarter, solely shall be disregarded for the purpose of measuring the determining pricing, financial covenant in Section 7.11 and not for ratio-based conditions or any other purpose under this Agreement, by an amount equal baskets with respect to the covenants set forth herein, (e) the Cure Amount; and Right shall not result in any pro forma reduction of Indebtedness for the purpose of calculating the Financial Covenants and (iif) ifthe Cure Amount received by the Borrower shall be used to prepay the Term Loans. If, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)recalculations, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11such Financial Covenant, then the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the 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 of or default of the Section 7.11 Default with respect to such Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that . To the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive extent a fiscal quarter period for which such Financial Covenant is recalculated as a result of the Borrower there shall be at least two fiscal quarters in which the a Cure Right is not exercised, (ii) during included in the term calculation of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.04a Financial Covenant in a subsequent fiscal period, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, included in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to Consolidated EBITDA for such fiscal quarter (or the in such subsequent fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount)period. (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or 8.02, in the event that the Borrower fails to comply with the requirements of Section 7.11 as the Financial Covenant at any time when the Borrower is required to comply with such Financial Covenant, pursuant to the terms thereof, then from the end of the last day of any most recently ended fiscal quarter of the Borrower, at any time after the last day of such fiscal quarter Borrower until the expiration of the tenth (10)th Business Day subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are relevant Compliance Certificate is required to be delivered pursuant to Section 6.01(a6.02(b) or (b), as applicable (the last day of such date, period being the “Anticipated Cure Expiration DateDeadline”), Holdings shall have the right to issue common equity for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”) to issue common Capital Stock (or preferred equity and/or convertible preferred equity reasonably acceptable to the Administrative Agent) for cash and contribute the proceeds therefrom in the form of common Capital Stock or in another form reasonably acceptable to the Administrative Agent to the Borrower or obtain a contribution to its equity (which shall be in the form of common equity or otherwise in a form reasonably acceptable to the Administrative Agent) (“Cure Equity”), and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied cash (the “Cure Amount”) ), pursuant to the exercise by Holdings the Borrower of such Cure Right Right, the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Covenant shall be recalculated giving effect to the following pro forma adjustmentadjustments: (i) i. Consolidated EBITDA shall be increased with respect to for such applicable fiscal quarter (and for any four fiscal quarter subsequent period that contains includes such fiscal quarter) shall be increased, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Covenant and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs (including the determination of amounts available under Section 7.05) or determining the Applicable Commitment Fee or Applicable Rate, provided that, in determining the Applicable Commitment Fee or the Applicable Rate, effect shall be given to the relevant Cure Amount for purposes of clause (y) in the respective definitions thereof, such that no Event of Default shall be deemed to have occurred and be continuing), by an amount equal to the Cure Amount; provided that (1) the receipt by the Borrower of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Commitment Fee or Applicable Rate, provided that, in determining the Applicable Commitment Fee or the Applicable Rate, effect shall be given to the relevant Cure Amount for purposes of clause (y) in the respective definitions thereof, such that no Event of Default shall be deemed to have occurred and be continuing) and (2) no Cure Amount shall reduce Indebtedness on a Pro Forma Basis for the applicable period for purposes of calculating the Financial Covenant or calculating the Consolidated First Lien Net Leverage Ratio, or the Consolidated Total Net Leverage Ratio, nor shall any Cure Amount held by the Borrower qualify as “unrestricted cash or Cash Equivalents of the Borrower Parties” for the purposes of calculating any net obligations or liabilities under the terms of this Agreement; and (ii) . if, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)recalculations, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Covenant, the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Financial Covenant that had occurred (and any other Default as a result thereof, including the failure to meet any condition requiring no Default or Event of Default based solely on the basis of any actual or purported Event of Default under the Financial Covenant) shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified and iii. upon receipt by the Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Borrower intends to exercise the Cure Right in respect of a fiscal quarter, the Lenders (i) shall not be permitted to accelerate Loans held by them, to terminate the Revolving Credit Commitments held by them or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of the Financial Covenant, unless such failure is not cured pursuant to the exercise of such the Cure Right within five on or prior to the Anticipated Cure Deadline and (5ii) Business Days of shall not be obligated to make any Credit Extension under the issuance of the relevant Equity Interests or the receipt of the cash contributions by HoldingsRevolving Credit Facility. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal fiscal-quarter period of the Borrower there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised, (ii) there can be no more than five fiscal quarters in respect of which the Cure Right is exercised during the term of this Agreement, the Cure Right shall not be exercised more than five times Facilities and (iii) for purposes of this Section 8.048.03, the Cure Amount utilized shall be no greater than the minimum amount required for purposes of complying with to remedy the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail applicable failure to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount)Financial Covenant. (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that the Borrower fails and the Restricted Subsidiaries reasonably expect to fail (or have failed) to comply with the requirements of Section 7.11 Financial Covenant as of the last day of any fiscal quarter of the BorrowerTest Period, at any time after the beginning of the last day fiscal quarter of such fiscal quarter Test Period until the expiration of the tenth (10)th 15th Business Day subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year Fiscal Year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a5.01(a) or (b), as applicable (such date, the “Cure Expiration DateDeadline”), Holdings the Borrower (or any Parent Entity thereof) shall have the right to issue common equity Permitted Cure Securities for cash or otherwise receive cash contributions to (or in the case of any Parent Entity of the Borrower receive Equity Interests in the Borrower for its capital contributions to) the capital of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Cash Proceeds of such Specified Equity Contribution that are not otherwise applied issuance or contribution (the “Cure Amount”) pursuant to the exercise by Holdings the Borrower of such Cure Right Right, the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Covenant shall be recalculated giving effect to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period Test Period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 and Consolidated First Lien Leverage Ratio for purposes of the Financial Covenant and, subject to clause (c) below, not for any other purpose under this Agreement, by an amount equal to the Cure Amount (but not in excess of the Necessary Cure Amount; and); (ii) if, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any repayment of any Indebtedness with any portion of the Cure Amount applied to or any repayment portion of any Indebtedness in connection therewiththe Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries), the Borrower and the its Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Covenant, the Borrower and the its Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided and (iii) Consolidated Debt with respect to any Test Period subsequent to the Test Period for which the Cure Amount is deemed applied that includes such fiscal quarter with respect to which such Cure Amount is received by the Borrower shall have notified be decreased solely to the Administrative Agent extent proceeds of the exercise Cure Amount are applied to prepay any Indebtedness (provided that any such Indebtedness so prepaid shall be a permanent repayment of such Cure Right within five (5Indebtedness and termination of commitments thereunder) Business Days included in the calculation of the issuance of the relevant Equity Interests or the receipt of the cash contributions by HoldingsConsolidated Debt. (b) Notwithstanding anything herein to the contrary, , (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, , (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and times, (iii) for purposes of this Section 8.047.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant as of the end of such fiscal quarter (such amount, the “Necessary Cure Amount”); provided that if the Cure Right is exercised prior to the date financial covenant 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 Financial Covenant for such fiscal quarter (such amount, the “Expected Cure Amount”), (iv) there shall be no pro forma or other reduction in Indebtedness (by netting or otherwise) with the proceeds of any Cure Amount for determining compliance with the Financial Covenant for the fiscal quarter in which such Cure Amount increased the Consolidated EBITDA pursuant to clause (a)(i) above, and (v) upon receipt by the Administrative Agent of written notice, prior to the expiration of the 15th Business Day subsequent to the due date for delivery of the relevant financial statements pursuant to Section 7.11 and any amounts in excess thereof 5.01(a) or (b) (the “Anticipated Cure Deadline”) that the Borrower is considering the exercise of the Cure Right, the Lenders shall not be deemed permitted to exercise any remedies under Section 7.01 or otherwise under the Loan Documents, including accelerating 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 Covenant until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline (it being understood and agreed that no Revolving Lender or Issuing Bank shall be a required to make any Credit Extension until the failure to comply with the requirements of the Financial Covenant shall have been cured pursuant to the exercise of the Cure AmountRight on or prior to the Anticipated Cure Deadline (or waived in accordance with Section 9.02)). Notwithstanding any other provision in this Agreement to the contrary, but subject to clause (c) below, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available financial ratio based condition, pricing or any basket under Article 7 VI of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide Expected Cure Amount is (i) greater than the Necessary Cure Amount, then such difference may be used for the purposes of determining any baskets (other than any previously contributed Cure Amounts), with respect to the covenants contained in the Loan Documents, the Available Amount or the Available Equity Amount and any pricing provisions and (ii) less than the Necessary Cure Amount, then not later than the applicable Cure Deadline, the Borrower must receive the cash proceeds of Permitted Cure Securities or a cash capital contribution to the Borrower, which cash common equity proceeds received by Borrower shall be equal to the shortfall between such Expected Cure Amount and such Necessary Cure Amount.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.0111.01, in the event that the Borrower fails (or, but for the operation of this Section 11.03, would fail) to comply with the requirements of Section 7.11 Financial Performance Covenant, as of the last day of any fiscal quarter of the Borrowerin which such Financial Performance Covenant is required to be tested, at any time after the last day of such fiscal quarter until the expiration of the tenth (10)th day that is 10 Business Day subsequent to Days after the date on which the that financial statements with respect to for such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) Fiscal Quarter are required to be delivered pursuant to Section 6.01(a9.01(b) or (b9.01(c), as applicable (such date, the “Cure Expiration Date”), Holdings Borrower shall have the right (the “Cure Right”) to issue common equity Qualified Capital Stock for cash or otherwise receive cash contributions in respect of Qualified Capital Stock which is promptly contributed to the capital of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”)Borrower, and upon the receipt thereupon such Financial Performance Covenant shall be recalculated by increasing Consolidated EBITDA by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied amount (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 shall be recalculated giving effect to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased Specified Equity Contribution with respect to such applicable fiscal quarter and any four fiscal four-quarter period that contains such fiscal quarter; provided that, (a) in each 4 consecutive fiscal quarter period, there shall be no more than 2 fiscal quarters in which a Specified Equity Contribution is made, (b) no more than 5 Specified Equity Contributions may be made in the aggregate during the term of this Agreement, (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in compliance with the Financial Performance Covenant, (d) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 10.12 for the fiscal quarter in respect of which the Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), and (e) any adjustment on a pro forma basis to Consolidated EBITDA resulting from any Specified Equity Contribution shall be counted as Consolidated EBITDA solely for purposes of determining compliance with the purpose of measuring the financial covenant in Section 7.11 Financial Performance Covenant and shall not be included for any other purpose under this Agreement, by an amount equal to (including for purposes of determining the Cure Amount; and (iiApplicable Margin or any financial ratio-based conditions or any “baskets”) ifduring any fiscal quarter in which the pro forma adjustment applies. If, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness adjustments in connection therewith)this paragraph, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Performance Covenant, the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01Sections 8.01 or 8.02, in the event that if the Borrower fails to comply with determines that an Event of Default under the requirements of covenant set forth in Section 7.11 as 7.09 has occurred or may occur, during the period commencing after the beginning of the last day of any fiscal quarter of the Borrower, at any time included in such Test Period and ending 10 Business Days after the last day of such fiscal quarter until the expiration of the tenth (10)th Business Day subsequent to the date on which the financial statements are required to be delivered hereunder with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), as applicable (such date, the “Cure Expiration Date”), Holdings shall have the right to issue common equity for cash or otherwise receive cash contributions a Specified Equity Contribution may be made to the capital Borrower (a “Designated Equity Contribution”), and the amount of Holdings as the net cash common equity proceeds thereof shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such net cash proceeds (which Holdings shall contribute directly or indirectly to i) are actually received by the Borrower as cash common equity (including through capital contribution of such equity, net cash proceeds to the “Specified Equity Contribution”)Borrower) (collectively, during the “Cure Right”), and upon period commencing after the receipt beginning of the last fiscal quarter included in such Test Period by the Borrower and ending on the Cure Expiration Date and (ii) are Not Otherwise Applied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.09 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 shall be recalculated giving effect to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring Section 7.09. Notwithstanding anything to the financial covenant contrary contained in Section 7.11 8.01 and not for any other purpose under this AgreementSection 8.02, (A) upon designation of the Designated Equity Contribution by the Borrower in an amount equal necessary to cure any Event of Default under the Cure Amount; and (ii) ifcovenant set forth in Section 7.09, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith), the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11, the Borrower and the Restricted Subsidiaries shall such covenant will be deemed to have satisfied the requirements of Section 7.11 and complied with 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 with such datecovenant and any Event of Default under such covenant (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents, and (B) from and after the date that the Borrower delivers a written notice to the Administrative Agent that it intends to exercise its cure right under this Section 8.05 neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default under the covenant set forth in Section 7.09 with respect to such quarter (and any other Default as a result thereof), and the applicable breach or default of the Section 7.11 that had occurred Borrower shall be deemed cured permitted to borrow Revolving Credit Loans and Swing Line Loans and make any request for an L/C Credit Extension, until and unless the purposes of this Agreement; provided that Cure Expiration Date has occurred without the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Designated Equity Interests or the receipt of the cash contributions by HoldingsContribution having been designated. (b) Notwithstanding anything herein to the contrary, (i) in In each period of four consecutive fiscal quarter period of the Borrower quarters, there shall be at least two fiscal quarters in which the Cure Right no Designated Equity Contribution is not exercisedmade, (ii) no more than five Designated Equity Contributions may be made in the aggregate during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes the amount of this Section 8.04, the Cure Amount any Designated Equity Contribution shall be no greater more than the amount required to cause the Borrower to be in Pro Forma Compliance with Section 7.09 for any applicable period, (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Designated Equity Contribution for determining compliance with Section 7.09 for the fiscal quarter with respect to which such Designated Equity Contribution was made; provided that to the extent such proceeds are actually applied to prepay Indebtedness, such reduction may be credited in any subsequent fiscal quarter and (v) other than as set forth in the proviso to clause (iv) above, no Designated Equity Contribution may be included for purposes of complying calculating any financial ratios other than compliance with the financial covenant in Section 7.11 Financial Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding result in any other provision in this Agreement to the contrary, the Cure Amount received pursuant adjustment to any exercise of “baskets” or other amounts other than the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance Consolidated EBITDA referred to in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunderclause (a) above. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a1) Notwithstanding anything to the contrary contained in Section 8.018.01(3), in the event that the Borrower fails to comply with the requirements requirement of Section 7.11 as the Financial Maintenance Covenant, any of the Permitted Holders, Holdings or any other Person designated by the Borrower shall have the right at any time during the period beginning at the start of the last day of any fiscal quarter of the Borrower, at any time after the last day of such fiscal quarter until the expiration of applicable Test Period and ending on or prior to the tenth (10)th 10th) Business Day subsequent to after the date on which the financial statements with respect to the Test Period in which such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) covenant is being measured are required to be delivered pursuant to Section 6.01(a) or (b), as applicable 6.01 (such date, the “Cure Expiration DateDeadline”), Holdings shall have to make a direct or indirect equity investment in the right to issue Borrower in cash in the form of common equity for cash Equity Interests (or otherwise receive cash contributions other Qualified Equity Interests reasonably acceptable to the capital of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of net cash proceeds pursuant to the Net Equity Proceeds exercise of such Specified Equity Contribution that are not otherwise applied the Cure Right (the “Cure Amount”) pursuant to ), the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Maintenance Covenant shall be recalculated recalculated, giving effect to the following a pro forma adjustment: (i) Consolidated increase to Adjusted EBITDA for such Test Period in an amount equal to such Cure Amount; provided that such pro forma adjustment to Adjusted EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, given solely for the purpose of measuring determining the financial covenant in Section 7.11 existence of a Default or an Event of Default under the Financial Maintenance Covenant with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; andany Loan Document. (ii2) ifIf, after giving effect to the foregoing pro forma adjustment (without counting any receipt of the Cure Amount as Unrestricted Cash Amounts and without giving pro forma effect the recalculations pursuant to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)clause (1) above, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Maintenance Covenant during such Test Period, the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Maintenance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Default that had occurred shall be deemed cured for the purposes of this Agreementcured; provided that (i) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within may be exercised on no more than five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contraryoccasions, (iii) in each four consecutive fiscal quarter period of the Borrower period, there shall be at least two fiscal quarters in respect of which the no Cure Right is not exercised, (iiiii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and in consecutive fiscal quarters, (iiiiv) for purposes with respect to any exercise of this Section 8.04the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with the Financial Maintenance Covenant (such amount, the “Necessary Cure Amount”) (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 financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Financial Maintenance Covenant for such fiscal quarter (such amount, the “Expected Cure Amount. Notwithstanding any other provision in this Agreement ”), (v) subject to the contraryclause (3) below, the all Cure Amount received pursuant to any exercise of the Cure Right Amounts shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 baskets or financial ratio or test calculations (other than with respect to the Financial Maintenance Covenant), with respect to the covenants contained in the Loan Documents and (vi) there shall be no pro forma or other reduction in Indebtedness (by netting or otherwise) with the proceeds of this Agreement; provided that any Cure Amount for determining compliance with the Financial Maintenance Covenant for the fiscal quarter for which such Cure Amount shall reduce is deemed applied unless such proceeds are actually applied to prepay Indebtedness, in which case, such reduction in Indebtedness may only be reflected in fiscal quarters subsequent test periods to the extent used Test Period with respect to prepay Loans hereunderwhich the applicable Cure Amount is exercised. (c3) Notwithstanding anything herein to the contrary, (A) to the extent that the Expected Cure Amount is (i) greater than the Necessary Cure Amount, then such difference may be used for the purposes of determining any baskets (other than any previously contributed Cure Amounts), with respect to the covenants contained in the event that Loan Documents or the Available Equity Amount or (ii) less than the Necessary Cure Amount, then not later than the applicable Cure Deadline, the Borrower must receive a direct or indirect equity investment in cash in the form of common Equity Interests (or other Qualified Equity Interests reasonably acceptable to the Administrative Agent), which cash proceeds received by Borrower shall be equal to the shortfall between such Expected Cure Amount and such Necessary Cure Amount and (B) prior to the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from Cure Deadline (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans Lenders shall only not be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis rights then available as a result of an Event of Default having occurred and being continuing with respect to requirements under Section 8.02 on the basis of Section 7.11, in each case, at any time prior to the expiration a breach of the applicable Financial Maintenance Covenant so as to enable the Borrower to consummate its Cure Expiration Date Right as permitted under this Section 8.04 and (except y) the Lenders shall not be required to the extent that make any Loans unless and until the Borrower has confirmed in writing that Holdings does not intend to provide received the Cure Amount)Amount required to cause the Borrower to be in compliance with the Financial Maintenance Covenant.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that the Borrower fails and its Restricted Subsidiaries fail to comply with the requirements of Section 7.11 the Financial Performance Covenant as of the last day of any applicable fiscal quarter of the Borrower, at any time after the last day end of such fiscal quarter and until the expiration of the tenth (10)th 10th) Business Day subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a5.01(a) or (b), as applicable (such dateperiod, the “Cure Expiration DatePeriod”), Holdings shall have the right to issue common equity Qualified Equity Interests (other than to the Borrower or a Subsidiary and other than New Holdings Preferred Equity) for cash or otherwise receive cash contributions to the capital of Holdings (other than from the Borrower or a Subsidiary) as cash common equity or other Qualified Equity Interests (which other than New Holdings Preferred Equity) (which, in either case, Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, to the “Specified Equity Contribution”)Borrower) (collectively, the “Cure Right”), and upon the receipt by the Borrower of 100% of the Net Equity Proceeds cash proceeds of such Specified Equity Contribution that are not otherwise applied issuance (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four (4) fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring actual (as opposed to pro forma) compliance with the financial covenant in Section 7.11 Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any repayment of any Indebtedness with any portion of the Cure Amount applied to or any repayment portion of any Indebtedness in connection therewiththe Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries), the Borrower and the its Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Performance Covenant, the Borrower and the its Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default Default or Event of Default of the Section 7.11 Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of prior to the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four (4) consecutive fiscal quarter period of the Borrower there shall be at least two (2) fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times and (iii) for purposes of this Section 8.047.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, (i) no increase in Consolidated EBITDA on account of the Cure Amount received pursuant to any exercise of the any Cure Right shall be disregarded applicable for all any other purposespurpose under this Agreement or any other Loan Document, such as for purposes of including determining pricing, the availability or amount of any covenant baskets or basket, carve-outs, for purposes of determining out or compliance on a Pro Forma Basis with the Financial Performance Covenant or any other financial ratio and (ii) there shall be no pro forma compliance or other reduction of Indebtedness (including any Loans and including by way of cash netting) as a result of any Cure Amount in connection with determining the Financial Performance Covenant (or any transaction, other leverage based test) for purposes the applicable fiscal quarter in respect of determining rates or fees which such Cure Right is exercised and for purposes any subsequent period that includes such fiscal quarter (except, in the case of determining any available basket under Article 7 such subsequent fiscal quarter, to the extent that all or any portion of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent is actually used to permanently prepay Loans hereunderor otherwise permanently reduce Indebtedness). (c) Notwithstanding anything herein For the avoidance of doubt, no Revolving Lender, Swing Line Lender or Issuing Bank, as applicable, shall be required to fund any Revolving Loans or Swing Loans, or issue (or increase) any Letters of Credit, as applicable, during such Cure Period. (d) Upon receipt by the Administrative Agent of a written notice, prior to the contraryend of the applicable Cure Period, that Holdings intends to exercise the Cure Right in respect of a fiscal quarter, none of the event that Administrative Agent, the Borrower and Collateral Agent or the Restricted Subsidiaries fail Lenders shall be permitted to accelerate Loans held by them, to terminate the Commitments or to exercise remedies against the Collateral solely on the basis of a failure to comply with the requirements of Section 7.11 as the Financial Performance Covenant, unless such failure is not cured pursuant to the exercise of the last day of any fiscal quarter of Cure Right on or prior to the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower end of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount)Period. (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01Article VIII, in the event that the Borrower fails to comply with the requirements of Section 7.11 as of Financial Covenants, then until the tenth Business Day following the last day of any fiscal quarter of the Borrower, at any time after the last day of such fiscal quarter until the expiration of the tenth (10)th Business Day subsequent to the date on which the financial statements with Compliance Certificate in respect to such fiscal quarter (or of the fiscal year ended on the last day of such fiscal quarter) are applicable Fiscal Quarter is required to be delivered pursuant to Section 6.01(a6.1(d) or (bsuch last date on which the Liquidity Certificate in respect of the applicable calendar month is required to be delivered pursuant to Section 6.1(g), as applicable (such date, the “Cure Expiration Date”), Holdings shall Permitted Holders have the right to issue purchase Capital Stock (other than Disqualified Stock) of any Upper Tier Entity, to contribute additional common equity capital in respect of their existing Capital Stock of any Upper Tier Entity and make payment for such Capital Stock in cash or otherwise receive cash make such capital contributions within 10 Business Days following such last date on which the Compliance Certificate in respect of the applicable Fiscal Quarter is required to be delivered pursuant to Section 6.1(d) or such last date on which the capital Liquidity Certificate in respect of Holdings as cash common equity (which Holdings shall contribute directly or indirectly the applicable calendar month is required to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)be delivered pursuant to Section 6.1(g) (collectively, the “Cure Right”); provided that such Upper Tier Entity shall immediately upon receipt of such payment contribute 100% of such payment as common equity to the capital of Holdings, which shall contribute 100% of such payment as common equity to the capital of Borrower, and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied cash contribution (the “Cure AmountSpecified Equity Contribution”) pursuant to the exercise by the Permitted Holders, such Upper Tier Entity and Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 shall be recalculated giving effect to the following pro forma adjustment: Right, (i) either Liquidity or Consolidated EBITDA EBITDA, as the case may be, shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarterincreased, solely for the purpose of measuring determining compliance with the financial covenant in Section 7.11 Financial Covenants with respect to any measurement period that includes the Fiscal Quarter or calendar month, as applicable, 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; and ”) or (ii) ifor in the case of an exercise of the Cure Right in respect of the Financial Covenant set forth in Section 7.5(a), such Cure Amount shall instead be applied to repay the Loans and reduce Consolidated Debt by the amount of Loans so repaid. If, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)recalculations, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Covenants (and shall deliver to Administrative Agent a pro forma Compliance Certificate or Liquidity Certificate, the as applicable, demonstrating such compliance), Borrower and the Restricted Subsidiaries shall be deemed to have satisfied complied with the requirements of Section 7.11 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 the Section 7.11 Financial Covenants that had occurred shall be deemed cured for the all purposes of this the Agreement; provided provided, that the Borrower so long as any Default or Event of Default shall have notified the Administrative Agent be in existence due to failure of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail Loan Parties to comply with the requirements Liquidity Covenant or CTLR Financial Covenant, none of Section 7.11 as Administrative Agent, Issuing Lender nor any Lender shall be required to advance any Loans and/or issue any Letters of Credit. Upon Administrative Agent’s receipt of a notice from Holdings or Borrower that Permitted Holders, an Upper Tier Entity and Holdings intend to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the last date required for delivery of the last day of any fiscal quarter Compliance Certificate under Section 6.1(d) or the delivery of the BorrowerLiquidity Certificate under Section 6.1(g), from as the case may be, to which such Notice of Intent to Cure relates, (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day none of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans Loans, require Cash Collateralization of the Letter of Credit Usage or terminate the Commitments and (y) none of the Administrative Agent, any other Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements as a result of Section 7.11, a breach of such Financial Covenant in each case, at any time prior to the expiration or as of the end of such Fiscal Quarter or calendar month, as applicable Cure Expiration Date (except to the extent including as a result of any breach of a representation or warranty that the Borrower has confirmed Loan Parties were in writing compliance with the Financial Covenants during or as of the end of such Fiscal Quarter or calendar month, as applicable); it being understood that Holdings does not intend any Default or Event of Default that shall have occurred as a result of the failure to provide comply with such covenants shall exist for all other purposes under the Loan Documents until such Cure Amount)Right is exercised.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.0111.3(a), in the event that the Borrower fails to comply with the requirements of Section 7.11 as requirement of the last day of any fiscal quarter of the Borrowercovenant set forth in Section 10.9, at any time after the last day of such fiscal quarter until the expiration of the tenth fifteenth (10)th 15th) Business Day subsequent to after the date on which the financial statements Section 9.1 Financials with respect to the Test Period in which the covenant set forth in such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) Section is being measured are required to be delivered pursuant to Section 6.01(a) or 9.1 (b), as applicable (such date, the “Cure Expiration DatePeriod”), Holdings or any other Person shall have the right to issue common make a direct or indirect equity for cash or otherwise receive cash contributions to investment (in the capital form of Holdings as cash common equity (which Holdings shall contribute directly or indirectly otherwise in a form reasonably acceptable to the Administrative Agent) in the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such Specified Equity Contribution that are not otherwise applied (net cash proceeds to the Borrower, the “Cure Amount”) pursuant to ), the exercise by Holdings of covenant set forth in such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 shall be recalculated recalculated, giving effect to the following pro forma adjustment: increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that (i) such pro forma adjustment to Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, given solely for the purpose of measuring calculating the financial covenant set forth in such Section 7.11 with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under this Agreementany Credit Document, by an amount equal to the Cure Amount; and (ii) ifunless actually applied to Indebtedness, there shall be no pro forma reduction in Indebtedness with the proceeds of any Cure Right for determining compliance with Section 10.9 for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash for purposes of the definitions of Consolidated Total Debt) and (iii) subject to clause (ii), no other adjustment under any other financial definition shall be made as a result of the exercise of any Cure Right. (b) If, after giving effect to the foregoing pro forma adjustment (without counting any exercise of the Cure Amount as Unrestricted Cash Right and without giving pro forma effect the recalculations pursuant to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)clause (a) above, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of the covenant set forth in Section 7.1110.9 during such Test Period (including for the purposes of Section 7), the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach Default or default Event of the Default under Section 7.11 11.3 that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower Test Period there shall be at least two fiscal quarters in for which the no Cure Right is not exercised, (ii) no more than five Cure Rights may be exercised during the term of this Agreement, the Cure Right shall not be exercised more than five times Revolving Credit Facility and (iii) for purposes with respect to any exercise of this Section 8.04the Cure Right, the Cure Amount shall be no greater than the amount required for purposes of complying to cause the Borrower to be in compliance with the financial covenant set forth in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder10.9. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither Neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Bank Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy prior to the expiration of the Cure Period solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior a failure to comply with the expiration requirement of the applicable covenant set forth in Section 10.9 (it being understood that no Revolving Credit Lender or Revolving Letter of Credit Issuer shall be required to fund Revolving Credit Loans or extend new credit in respect of Revolving Letters of Credit during any such Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure AmountPeriod).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in In the event that the Borrower fails to comply with Subsection 4.1, until the requirements of Section 7.11 as 20th day after delivery of the last day of any fiscal quarter of the Borrowerrelated Compliance Certificate, at any time after the last day of such fiscal quarter until the expiration of the tenth (10)th Business Day subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), as applicable (such date, the “Cure Expiration Date”), Holdings Borrower shall have the right to issue common equity Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity Borrower, and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable fiscal quarter, and the applicable calculation periods that include such fiscal quarter (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”); provided that, and upon (a) such proceeds are actually received by Borrower no later than 20 days after the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that date on which financial statements are not otherwise applied (the “Cure Amount”) pursuant required to the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 shall be recalculated giving effect to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased delivered with respect to such applicable fiscal quarter and any four fiscal quarter period that contains hereunder, (b) such fiscal quarterproceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Subsection 4.1 for such period, solely for the purpose of measuring the financial covenant in Section 7.11 and not for any other purpose under this Agreement, by an amount equal to (c) the Cure Amount; and Right shall not be exercised more than five times during the term of the Loans, and (iid) ifin each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters during which the Cure Right is not exercised. If, after giving effect to the foregoing pro forma adjustment (without counting any but not, for the avoidance of the Cure Amount as Unrestricted Cash and without doubt, giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith), the Borrower and the Restricted Subsidiaries shall then be Loan Parties are in compliance with the requirements of Section 7.11Subsection 4.1, the Borrower and the Restricted Subsidiaries Loan Parties shall be deemed to have satisfied the requirements of Section 7.11 such Subsection as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at on such date, and the applicable breach or default of the Section 7.11 such Subsection that had occurred shall be deemed cured for the all purposes of this Agreement; provided Agreement and any other Loan Document. The parties hereby acknowledge that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall Subsection may not be exercised more than five times and (iii) relied on for purposes of this Section 8.04, the Cure Amount calculating any financial ratios other than as applicable to Subsection 4.1 and shall be no greater not result in any adjustment to any amounts other than the amount required of the EBITDA referred to in the immediately preceding sentence and shall be disregarded for purposes of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise calculation of the Cure Right shall be disregarded EBITDA for all other purposes, such as for purposes of determining the availability including calculating basket levels, pricing and other items (including compliance with affirmative and negative covenants) governed by reference to EBITDA or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt covenant in immediately available funds of the applicable Cure Amount)Subsection 4.1. (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.0111.3(a), in the event that the Borrower fails to comply with the requirements of Section 7.11 as requirement of the last day of any fiscal quarter of the Borrowercovenant set forth in Section 10.9, at any time after the last day of such fiscal quarter until the expiration of the tenth (10)th fifteenth Business Day subsequent to after the date on which the financial statements Section 9.1 Financials with respect to the Test Period in which the covenant set forth in such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) Section is being measured are required to be delivered pursuant to Section 6.01(a) or 9.1 (b), as applicable (such date, the “Cure Expiration DatePeriod”), Holdings or any other Person shall have the right to issue common make a direct or indirect equity for cash or otherwise receive cash contributions to investment (in the capital form of Holdings as cash common equity (which Holdings shall contribute directly or indirectly otherwise in a form reasonably acceptable to the Administrative Agent) in the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such Specified Equity Contribution that are not otherwise applied (net cash proceeds to the Borrower, the “Cure Amount”) pursuant to ), the exercise by Holdings of covenant set forth in such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 shall be recalculated recalculated, giving effect to the following pro forma adjustment: increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that (i) such pro forma adjustment to Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, given solely for the purpose of measuring calculating the financial covenant set forth in such Section 7.11 with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under this Agreementany Credit Document, by an amount equal to the Cure Amount; and (ii) ifunless actually applied to Indebtedness, there shall be no pro forma reduction in Indebtedness with the proceeds of any Cure Right for determining compliance with Section 10.9 for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash for purposes of the definitions of Consolidated Total Debt) and (iii) subject to clause (ii), no other adjustment under any other financial definition shall be made as a result of the exercise of any Cure Right. (b) If, after giving effect to the foregoing pro forma adjustment (without counting any exercise of the Cure Amount as Unrestricted Cash Right and without giving pro forma effect the recalculations pursuant to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)clause (a) above, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of the covenant set forth in Section 7.1110.9 during such Test Period, the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach Default or default Event of the Default under Section 7.11 11.3 that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower Test Period there shall be at least two fiscal quarters in for which the no Cure Right is not exercised, (ii) no more than three Cure Rights may be exercised during the term of this Agreement, the Cure Right shall not be exercised more than five times Agreement and (iii) for purposes with respect to any exercise of this Section 8.04the Cure Right, the Cure Amount shall be no greater than the amount required for purposes of complying to cause the Borrower to be in compliance with the financial covenant set forth in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder10.9. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither Neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Term Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Bank Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy prior to the expiration of the Cure Period solely on the basis of an Event of Default having occurred and being continuing with respect to requirements a failure to comply with the requirement of the covenant set forth in Section 7.11, in each case, at any time prior 10.9. (d) Notwithstanding anything to the expiration contrary herein, any exercise of a Cure Right (as defined in the applicable Senior Secured Credit Agreement) pursuant to Section 11.13 thereof shall automatically be deemed to be an exercise of a Cure Expiration Date (except Right hereunder, which exercise shall be subject to the extent that the Borrower has confirmed this Section 11.13 in writing that Holdings does not intend to provide the Cure Amount)all respects.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that the Borrower fails and its Subsidiaries fail to comply with the requirements of Section 7.11 the Financial Maintenance Covenants as of the last day of any applicable fiscal quarter of the Lead Borrower, at any time after the last day end of such fiscal quarter until the expiration of the tenth fifteenth (10)th 15th) Business Day subsequent to the date on which the financial statements with respect to such fiscal quarter of the Lead Borrower (or the fiscal year of the Lead Borrower ended on the last day of such fiscal quarterquarter of the Lead Borrower) are required to be delivered pursuant to Section 6.01(aSections 5.01(a) or (b), as applicable (such date, the “Cure Expiration Date”), Holdings the Lead Borrower shall have the right to issue common equity Qualified Equity Interests (or other Equity Interests reasonably acceptable to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Lead Borrower as cash common equity or other Qualified Equity Interests (such equity, or other Equity Interests reasonably acceptable to the “Specified Equity Contribution”)Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied issuance (the “Cure Amount”) pursuant to the exercise by Holdings the Borrower of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Maintenance Covenants shall be recalculated giving effect to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Maintenance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any repayment of any Indebtedness with any portion of the Cure Amount applied and without netting against the calculation of Consolidated Total Indebtedness any portion of the Cure Amount on the balance sheet of the Lead Borrower and its Subsidiaries, in each case, with respect to any repayment of any Indebtedness in connection therewithsuch fiscal quarter only), the Lead Borrower and the Restricted its Subsidiaries shall then be in compliance with the requirements of Section 7.11the Financial Maintenance Covenants, the Borrower and the Restricted its Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Maintenance 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 the Section 7.11 Financial Maintenance Covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by Holdingsthe Borrower (or any other receipt of cash in respect of its Cure Rights). (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Lead Borrower there shall be at least no more than two (2) fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times and (iii) for purposes of this Section 8.047.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 Financial Maintenance Covenants and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all purposes of determining any financial ratio based conditions and/or available basket under Article VI of this Agreement (and the Cure Amount shall not be credited as an addition to any basket (including the Available Amount or the Available Equity Amount) or for any other purposescalculation). For the avoidance of doubt, such as no Cure Amounts shall be applied to reduce the Indebtedness of the Borrower and its Subsidiaries on a Pro Forma Basis (whether by “cash netting” or otherwise) for purposes of determining compliance with the availability or amount of any covenant baskets or carve-outs, Financial Maintenance Covenants for purposes of determining pro forma compliance in connection the fiscal quarter with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that respect to which such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunderRight was made. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount)[Reserved]. (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans under the Term Facility or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or the Badcock Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11the Financial Maintenance Covenants, in each case, at any time unless such Event of Default is not cured pursuant to the exercise of the applicable Cure Right on or prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Lead Borrower has confirmed in writing that Holdings it does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or 8.02, in the event that the Borrower fails to comply with the requirements of the covenant set forth in Section 7.11 as of the last day of any fiscal quarter of the Borrower7.11, at any time after the last day of such fiscal quarter then (A) until the expiration of the tenth (10)th 10th Business Day subsequent to the date on which the relevant financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section Sections 6.01(a) or and (b), as applicable (such date, the “Cure Expiration Date”), Holdings Borrower shall have the right to issue common equity for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied cash (the “Cure Amount”) pursuant to the exercise by Holdings the Borrower of such Cure Right Right, the calculation of Consolidated EBITDA as used in the calculation of the financial covenant set forth in Section 7.11 shall be recalculated giving effect to the following pro forma adjustmentadjustments: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarterincreased, solely for the purpose of measuring the financial covenant covenants set forth in Section 7.11 and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Commitment Fee or the Applicable Rate), by an amount equal to the Cure Amount; provided that (1) the receipt by the Borrower of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Commitment Fee or the Applicable Rate) and (2) no Cure Amount shall reduce Indebtedness on a Pro Forma Basis for the applicable period for purposes of calculating the covenant set forth in Section 7.11 or calculating the Fixed Charge Coverage Ratio, nor shall any Cure Amount held by any Borrower Party qualify as “unrestricted cash or Cash Equivalents of the Borrower Parties on hand” for the purposes of calculating any net obligations or liabilities under the terms of this Agreement; and (ii) ifIf, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)recalculations, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of the covenant set forth in Section 7.11, the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of the covenant set forth in Section 7.11 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 the covenant set forth in Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).and

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event that the Borrower fails and its Restricted Subsidiaries fail to comply with the requirements of Section 7.11 the Financial Performance Covenant (if applicable) as of the last day of any applicable fiscal quarter of the Borrower, at any time after the last day beginning of such fiscal quarter until the expiration of the tenth (10)th 10th) Business Day subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a5.01(a) or (b), as applicable (such date, the “Cure Expiration Date”)applicable, Holdings shall have the right to issue common equity Qualified Equity Interests for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity or other Qualified Equity Interests (which Holdings shall contribute directly or indirectly to the Borrower through its subsidiaries as cash common equity (such equity, the “Specified or other Qualified Equity Contribution”)Interests) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied issuance (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Performance Covenant shall be recalculated giving effect to one of the following pro forma adjustmentadjustments: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; andor (ii) if, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any repayment of any Indebtedness with any portion of the Cure Amount applied or any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries, in each case, with respect to any repayment of any Indebtedness in connection therewithsuch fiscal quarter only), the Borrower and the its Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11contained in the Financial Performance Covenant or the Financial Performance Covenant is not applicable for such fiscal quarter, the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the First Lien Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two one (1) fiscal quarters quarter in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times and (iii) for purposes of this Section 8.047.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 VI of this Agreement; provided that . For the avoidance of doubt, no Cure Amounts shall be applied to reduce the Indebtedness of the Borrower and its 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 and there shall not have been a breach of any covenant under Article VI of this Agreement by reason of having no longer included such Cure Amount shall reduce Indebtedness in subsequent test periods to any basket during the extent used to prepay Loans hereunderrelevant period. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or 8.02, in the event that the Borrower fails Borrowers fail to comply with the requirements of Section 7.11 as the Financial Covenant at any time when the Borrowers are required to comply with such Financial Covenant, pursuant to the terms thereof, then (A) from the end of the last day of any most recently ended fiscal quarter of the Borrower, at any time after the last day of such fiscal quarter Lux Borrower until the expiration of the tenth (10)th Business Day subsequent to the date on which the relevant financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(aSections 6.01 (a) or (b), as applicable ) (the last day of such date, period being the “Anticipated Cure Expiration DateDeadline”), Holdings shall have the right to issue common equity for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”) to issue common Equity Interests for cash and contribute the proceeds therefrom in the form of common Equity Interests or in another form reasonably acceptable to the Administrative Agent to the Lux Borrower or obtain a contribution to its equity (which shall be in the form of common equity or otherwise in a form reasonably acceptable to the Administrative Agent) (“Cure Equity”), and upon the receipt by the Lux Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied cash (the “Cure Amount”) ), pursuant to the exercise by Holdings the Borrowers of such Cure Right Right, the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 Financial Covenant shall be recalculated giving effect to the following pro forma adjustmentadjustments: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarterincreased, solely for the purpose of measuring the financial covenant in Section 7.11 Financial Covenant for the applicable test period and each subsequent test period containing such fiscal quarter and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs (including the determination of amounts available under clause (c) of the first paragraph of Section 7.05) or determining the Applicable Commitment Fee or Applicable Rate), by an amount equal to the Cure Amount; provided that (1) the receipt by the Lux Borrower of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Commitment Fee or Applicable Rate) and (2) no Cure Amount shall reduce Indebtedness on a Pro Forma Basis for the applicable period for purposes of calculating the Financial Covenant or calculating the First Lien Net Leverage Ratio, or the Total Net Leverage Ratio, nor shall any Cure Amount held by any Borrower Party qualify as “unrestricted cash or Cash Equivalents of the Borrower Parties” for the purposes of calculating any net obligations or liabilities under the terms of this Agreement; and (ii) if, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)recalculations, the Borrower and the Restricted Subsidiaries Borrowers shall then be in compliance with the requirements of Section 7.11the Financial Covenant, the Borrower and the Restricted Subsidiaries Borrowers shall be deemed to have satisfied the requirements of Section 7.11 the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Section 7.11 Financial Covenant that had occurred (and any other Default as a result thereof, including the failure to meet any condition requiring no Default or Event of Default based solely on the basis of any actual or purported Event of Default under the Financial Covenant) shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount).and

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01this Article VII, in the event that the Borrower fails to comply with the requirements of Section 7.11 6.10 as of the last day end of any relevant fiscal quarter of quarter, the Borrower, Borrower shall have the right (the “Cure Right”) (at any time after the last day of during such fiscal quarter or thereafter until the expiration of the tenth (10)th Business Day subsequent to date that is 20 days after the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are Pricing Certificate is required to be delivered pursuant to Section 6.01(a5.04(c)) or (b), as applicable (such date, the “Cure Expiration Date”), Holdings shall have the right to issue common equity Equity Interests (other than Disqualified Stock) for cash or otherwise receive cash contributions to the capital of Holdings as cash common its equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (for such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied Interests (the “Cure Amount”) pursuant to ), and thereupon the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Borrower’s compliance with Section 7.11 6.10 shall be recalculated giving effect to the following pro forma adjustment: adjustments: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarterincreased, solely for the purpose purposes of measuring determining compliance with Section 6.10, including determining compliance with Section 6.10 as of the financial covenant in Section 7.11 end of such fiscal quarter and not for any other purpose under this Agreement, applicable subsequent periods that include such fiscal quarter by an amount equal to the Cure Amount; and Amount and (ii) if, after giving effect to the foregoing pro forma adjustment (without counting any of the Cure Amount as Unrestricted Cash and without giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)recalculations, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11, the Borrower and the Restricted Subsidiaries 6.10 shall be deemed to have satisfied satisfied, then the requirements of Section 7.11 6.10 shall be deemed satisfied 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 the Section 7.11 6.10 that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower Agreement (it being understood and agreed there shall have notified the Administrative Agent be no pro forma or other reduction of the exercise amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.10 for the fiscal quarter in respect of which the Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Amount that is actually applied to repay Indebtedness)). Notwithstanding anything herein to the contrary, (ix) in each four consecutive fiscal quarter period of the Borrower there shall be a period of at least two one fiscal quarters quarter in which the Cure Right is not exercised, (iiy) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.10 and (z) upon the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed Administrative Agent’s receipt of a notice from the Borrower that it intends to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes (a “Notice of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods Intent to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (bCure”), until (y) the receipt by the Borrower 20th day following date of delivery of the applicable Pricing Certificate under Section 5.04(c) to which such Notice of Intent to Cure Amount pursuant to Section 8.04(a) or the waiver relates, none of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor or any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender the Collateral Agent or any other Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to requirements of under Section 7.11, in each case, at any time prior to the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide the Cure Amount)6.10.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in but subject to Sections 7.02(b) and (c), for the event that purpose of determining whether an Event of Default under the Borrower fails to comply with the requirements of Section 7.11 as Financial Covenant has occurred, Parent may on one or more occasions designate any portion of the last day Net Proceeds from any sale or issuance of any Equity Interests (other than Disqualified Equity Interests) of Parent (or from any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent) (the “Cure Amount”) as an increase to Consolidated EBITDA of Parent for the applicable fiscal quarter; provided that (i) such amounts to be designated are actually received by Parent (i) on and after the first Business Day of the applicable fiscal quarter of the Borrower, at any time after the last day of such fiscal quarter until the expiration of and (ii) on and prior to the tenth (10)th 10th) Business Day subsequent to after the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant with respect to Section 6.01(a) or such applicable fiscal quarter (b), as applicable (such date, the “Cure Expiration Date”), Holdings shall have the right to issue common equity for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity (which Holdings shall contribute directly or indirectly to the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds of such Specified Equity Contribution that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 shall be recalculated giving effect to the following pro forma adjustment: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant in Section 7.11 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and, (ii) if, after giving effect such amounts to be designated do not exceed the maximum aggregate amount necessary to cure any Event of Default under the Financial Covenant as of such date and (iii) Parent will have provided notice to the foregoing pro forma Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for any fiscal quarter will be used and included when calculating Consolidated EBITDA for each Reference Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 7.02(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to the Financial Covenant (and may not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VI) and may not result in any adjustment to any amounts (without counting any including the amount of Indebtedness) or increase in cash with respect to the fiscal quarter with respect to which such Cure Amount was received other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence (but for the avoidance of doubt may be applied to prepay Indebtedness in a subsequent fiscal quarter). Notwithstanding anything to the contrary contained in Section 7.01, (A) upon designation of the Cure Amount as Unrestricted Cash and without giving pro forma effect by Parent in an amount necessary to cure any portion Event of Default under the Cure Amount applied to any repayment of any Indebtedness in connection therewith)Financial Covenant, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of Section 7.11, the Borrower and the Restricted Subsidiaries shall Financial Covenant will be deemed to have satisfied the requirements of Section 7.11 and complied with 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, with the Financial Covenant and no Event of Default under the applicable breach or default Financial Covenant (and any other Default as a result thereof) will be deemed to have occurred for purposes of the Section 7.11 Loan Documents, (B) from and after the date that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified Parent delivers a written notices to the Administrative Agent of the that it intends to exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of its cure right under this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the financial covenant in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, 7.02 neither the Administrative Agent nor any Lender shall may exercise the right to accelerate the Loans any rights or terminate the Commitments and none of the Administrative Agent, any Lender remedies under Section 7.01 (or under any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any remedy solely Loan Document) on the basis of an any actual or purported Event of Default having occurred under the Financial Covenant (and being continuing with respect to requirements of Section 7.11, in each case, at any time prior to other Default as a result thereof) until and unless the expiration of the applicable Cure Expiration Date (except to the extent that the Borrower has confirmed in writing that Holdings does not intend to provide occurred without the Cure Amount)Amount having been designated and (C) the Loan Parties shall not be able to obtain any Borrowing hereunder until receipt by the Administrative Agent of the notice described in Section 7.02(a)(iii) from Parent. (b) In each period of four consecutive fiscal quarters, there shall be no more than two (2) fiscal quarters in which the cure right set forth in Section 7.02(a) is exercised. (c) There shall be no more than five (5) fiscal quarters in which the cure rights set forth in Section 7.02(a) are exercised during the term of this Agreement; provided that, so long as the Revolving Commitments incurred on the Effective Date have matured or been terminated, there may be an additional fiscal quarter after the Maturity Date applicable to such Revolving Commitments in which the cure rights set forth in this Section 7.02 are exercised during the term of any other Revolving Commitments.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.0111.3(a), in the event that the Borrower fails to comply with the requirements of Section 7.11 as requirement of the last day of any fiscal quarter of the Borrowercovenant set forth in Section 10.9, at any time after the last day of such fiscal quarter until the expiration of the tenth fifteenth (10)th 15th) Business Day subsequent to after the date on which the financial statements Section 9.1 Financials with respect to the Test Period in which the covenant set forth in such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) Section is being measured are required to be delivered pursuant to Section 6.01(a) or 9.1 (b), as applicable (such date, the “Cure Expiration DatePeriod”), Holdings or any other Person shall have the right to issue common make a direct or indirect equity for cash or otherwise receive cash contributions to investment (in the capital form of Holdings as cash common equity (which Holdings shall contribute directly or indirectly otherwise in a form reasonably acceptable to the Administrative Agent) in the Borrower as cash common equity (such equity, the “Specified Equity Contribution”)) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Equity Proceeds net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such Specified Equity Contribution that are not otherwise applied (net cash proceeds to the Borrower, the “Cure Amount”) pursuant to ), the exercise by Holdings of covenant set forth in such Cure Right the calculation of Consolidated EBITDA as used in the calculation of the financial covenant in Section 7.11 shall be recalculated recalculated, giving effect to the following pro forma adjustment: increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that (i) such pro forma adjustment to Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, given solely for the purpose of measuring calculating the financial covenant set forth in such Section 7.11 with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under this Agreementany Credit Document, by an amount equal to the Cure Amount; and (ii) ifunless actually applied to Indebtedness, there shall be no pro forma reduction in Indebtedness with the proceeds of any Cure Right for determining compliance with Section 10.9 for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash for purposes of the definitions of Consolidated Total Debt) and (iii) subject to clause (ii), no other adjustment under any other financial definition shall be made as a result of the exercise of any Cure Right. (b) If, after giving effect to the foregoing pro forma adjustment (without counting any exercise of the Cure Amount as Unrestricted Cash Right and without giving pro forma effect the recalculations pursuant to any portion of the Cure Amount applied to any repayment of any Indebtedness in connection therewith)clause (a) above, the Borrower and the Restricted Subsidiaries shall then be in compliance with the requirements of the covenant set forth in Section 7.1110.9 during such Test Period (including for the purposes of Section 7), the Borrower and the Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 7.11 such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach Default or default Event of the Default under Section 7.11 11.3 that had occurred shall be deemed cured for the purposes of this Agreement; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Equity Interests or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the no more than one Cure Right is not exercised, (ii) may be exercised during the term of this Agreement, Agreement and (ii) with respect to any exercise of the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 8.04Right, the Cure Amount shall be no greater than the amount required for purposes of complying to cause the Borrower to be in compliance with the financial covenant set forth in Section 7.11 and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for all other purposes, such as for purposes of determining the availability or amount of any covenant baskets or carve-outs, for purposes of determining pro forma compliance in connection with any transaction, for purposes of determining rates or fees and for purposes of determining any available basket under Article 7 of this Agreement; provided that such Cure Amount shall reduce Indebtedness in subsequent test periods to the extent used to prepay Loans hereunder10.9. (c) Notwithstanding anything herein to the contrary, in the event that the Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 7.11 as of the last day of any fiscal quarter of the Borrower, from (x) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 6.01(a) or (b), until (y) the receipt by the Borrower of the applicable Cure Amount pursuant to Section 8.04(a) or the waiver of all Events of Default, the Borrowing of Revolving Credit Loans shall only be permitted if each Revolving Credit Lender consents thereto and no Letters of Credit shall be issued or amended unless the L/C Issuers consent thereto (it being understood that the Revolving Credit Lenders shall have no obligation to make Revolving Loans and the L/C Issuers shall have no obligation to issue, amend to increase the face amount of or extend any Letter of Credit, pending actual receipt in immediately available funds of the applicable Cure Amount). (d) Notwithstanding anything herein to the contrary, neither Neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Revolving Credit Loans or terminate the Revolving Credit Commitments and none of the Administrative Agent, any Lender or any other Secured Bank Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy prior to the expiration of the Cure Period solely on the basis of an Event of Default having occurred and being continuing with respect to requirements a failure to comply with the requirement of the covenant set forth in Section 7.11, in each case, at 10.9 (it being understood that no Revolving Credit Lender shall be required to fund Revolving Credit Loans during any time prior such Cure Period). (d) Notwithstanding anything to the expiration contrary herein, if the Borrower fails to comply with the covenants set forth in Section 10.9 of this Agreement and Section 10.9 of the applicable Senior Secured Credit Agreement for any Compliance Quarter, any exercise of a Cure Expiration Date Right (except as defined in the Senior Secured Credit Agreement) pursuant to the extent that the Borrower has confirmed Section 11.13 thereof shall automatically be deemed to be an exercise of a Cure Right hereunder (which exercise shall be subject to this Section 11.13 in writing that Holdings does not intend to provide the Cure Amountall respects).