Common use of Right to Cure Clause in Contracts

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day 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 5.01(a) or Section 5.01(b), the Borrower or any Parent Entity thereof shall have the right to issue common 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 the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its the Restricted Subsidiaries fail to comply with the requirements of the either Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, then at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following 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 5.01(a) or Section 5.01(b(b), the Borrower or any Parent Entity thereof as applicable, Holdings shall have the right to issue common Qualified 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 or other Qualified Equity Interests (which Holdings shall contribute through its Subsidiaries of which the Borrower is a Subsidiary to the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agentequity) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied Not Otherwise Applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Maintenance Covenant as of the last day of any fiscal quarter of the BorrowerTest Period, at any time after the beginning of such fiscal quarter period until the expiration of the 10th fifteenth Business Day following 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) Test Period are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable, the Borrower or any Parent Entity thereof shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative AgentAgent (each such issuance taken pursuant to and in accordance with this Section 7.02, a “Specified Equity Issuance”) for cash or otherwise receive cash contributions to the capital of the Borrower Holdings as cash common equity or other Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) , in each case, which are contributed to the Borrower in the form of cash (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Right, the satisfaction of the RC Facility Test Condition or the Financial Performance Covenant Maintenance Covenant, as applicable, shall be recalculated giving effect to the following pro forma adjustment:

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerMaintenance Covenants described in Section 6.13(a) and Section 6.13(b), at any time after from the beginning first day of such fiscal applicable quarter until the expiration of the 10th fifteenth Business Day following 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 5.01(a) or Section 5.01(b), as applicable, the Borrower (or any Parent Entity thereof thereof) shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative AgentAgent (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 any other Parent Entity, receive equity interests in the Borrower for its cash contributions to) the Equity Interests (other than Disqualified Equity Interests) of the Borrower as cash common equity or other Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) , in each case, which are contributed to the Borrower in the form of cash (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied Not Otherwise Applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Right, the Financial Performance Maintenance Covenant shall be recalculated giving pro form effect to the following pro forma adjustment:

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any applicable fiscal quarter of the Borrower, at any time after the beginning end of such fiscal quarter until the expiration of the 10th twentieth (20th) Business Day following 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 Sections 5.01(a) or Section 5.01(b(b), as applicable (such date, the Borrower or any Parent Entity thereof “Cure Expiration Date”), Holdings shall have the right to issue common Qualified 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 or other Qualified Equity Interests (which Holdings shall contribute to the Borrower as cash common Equity Interests equity or other Qualified Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative AgentInterests) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant Maintenance Covenants as of the last day of any applicable fiscal quarter of the Lead Borrower, at any time after the beginning end of such fiscal quarter until the expiration of the 10th fifteenth (15th) Business Day following 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 Sections 5.01(a) or Section 5.01(b(b), as applicable (such date, the “Cure Expiration Date”), the Lead Borrower or any Parent Entity thereof shall have the right to issue common Qualified Equity Interests (or other Equity Interests (provided such other Equity Interests are reasonably satisfactory acceptable to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Lead Borrower as cash common equity or other Qualified Equity Interests (or other Equity Interests (provided such other Equity Interests are reasonably satisfactory acceptable to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such the Financial Performance Covenant Maintenance Covenants shall be recalculated giving effect to the following pro forma adjustment:

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th 15th Business Day 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 5.01(a) or Section 5.01(b), the Borrower as applicable, Holdings or any Parent Entity thereof shall have the right to issue common 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 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 through its Subsidiaries of which the Borrower is a Subsidiary to the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agentequity) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied Not Otherwise Applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower Holdings and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerHoldings, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day 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 5.01(a5.01(a)(i) or Section 5.01(b5.01(b)(i), the Borrower Holdings or any Parent Entity thereof shall have the right to issue common 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 the Borrower Holdings as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower Holdings of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its the Restricted Subsidiaries reasonably expect to fail (or have failed) to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerTest Period, at any time after the beginning of such the last fiscal quarter of such Test Period until the expiration of the 10th 15th Business Day following 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 5.01(a) or Section 5.01(b(b), as applicable (the “Cure Deadline”), the Borrower (or any Parent Entity thereof thereof) shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) 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 the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) equity (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Cash Proceeds of such issuance that are not otherwise applied or contribution (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Right, the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its the Restricted Subsidiaries reasonably expect to fail (or have failed) to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerTest Period, at any time after the beginning of such the last fiscal quarter of such Test Period until the expiration of the 10th Business Day following 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 5.01(a) or Section 5.01(b(b), as applicable (the Borrower “Cure Deadline”), Holdings (or any Parent Entity thereof thereof) or the Borrower shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) Permitted Cure Securities for cash or otherwise receive cash contributions to (or in the case of any Parent Entity of Holdings receive Equity Interests in Holdings for its capital contributions to) the capital of the Borrower as cash common Equity Interests or other Equity Interests equity (provided such other Equity Interests are reasonably satisfactory which, if received by Holdings, Holdings shall contribute to the Administrative AgentBorrower as cash common equity) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Cash Proceeds of such issuance that are not otherwise applied or contribution (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Right, the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.017.01 or 7.02, in the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day 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 5.01(a) or Section 5.01(b(b), the Borrower or any Parent Entity Person that is a direct or indirect parent of the Borrower thereof shall have the right right, but not any obligation, to issue common 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 the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds net cash proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings and the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant set forth in Section 6.10(a) as of the last day of any fiscal quarter of the BorrowerHoldings, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following (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)(i) 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 5.01(a) or Section 5.01(b), the Borrower or any Parent Entity thereof as applicable, Holdings shall have the right to issue common Qualified 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 the Borrower Holdings as cash common equity or other Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower Holdings of the Net Proceeds of such issuance that are not otherwise applied Not Otherwise Applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such thesuch Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its the Restricted Subsidiaries reasonably expect to fail (or have failed) to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerTest Period, at any time after the beginning of such the last fiscal quarter of such Test Period until the expiration of the 10th 15th Business Day following 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 5.01(a) or Section 5.01(b(b), as applicable (the “Cure Deadline”), the Borrower (or any Parent Entity thereof thereof) shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) 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 the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) equity (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Cash Proceeds of such issuance that are not otherwise applied or contribution (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Right, the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:: 197

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerMaintenance Covenants described in Section 6.13(a) and Section 6.13(b), at any time after from the beginning first day of such fiscal applicable quarter until the expiration of the 10th fifteenth Business Day following 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 5.01(a) or Section 5.01(b), as applicable, the Borrower (or any Parent Entity thereof thereof) shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative AgentAgent (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 any other Parent Entity, receive equity interests in the Borrower for its cash contributions to) the Equity Interests (other than Disqualified Equity Interests) of the Borrower as cash common equity or other Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”)in each case, and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:which 185 US-DOCS\115047431.4127573765.6

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day 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 5.01(a) or Section 5.01(b), the Borrower or any Parent Entity thereof shall have the right to issue common 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 the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.017.1, in the event that the Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerParent, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day 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 5.01(a5.1(a) or Section 5.01(b5.1(b), the Borrower Parent or any Parent Entity parent entity thereof shall have the right to issue common Equity Interests or other Equity Interests (other than Disqualified Securities) (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower Parent as cash common Equity Interests or other Equity Interests (other than Disqualified Securities) (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower Parent of the Net Proceeds net proceeds of such issuance that are not otherwise applied other than pursuant to the exercise by Parent of such Cure Right (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings, the Borrower and its the Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerHoldings, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following 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 5.01(a) or Section 5.01(b(b), as applicable (such date, the Borrower or any Parent Entity thereof “Cure Expiration Date”), Holdings shall have the right to issue common Qualified 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 (or otherwise in a form reasonably acceptable to the Administrative Agent) or other Qualified Equity Interests (which Holdings shall contribute to the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agentequity) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower Company and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerCompany, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day 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 5.01(a) or Section 5.01(b), the Borrower Company or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Term Loan A/Revolver Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower Company as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Term Loan A/Revolver Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower Company of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower Company of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.017.1, in the event that the Borrower and its Restricted the Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day 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 5.01(a5.1(a) or Section 5.01(b5.1(b), the Borrower or any Parent Entity parent entity thereof shall have the right to issue common Equity Interests or other Equity Interests (other than Disqualified Securities) (provided such other Equity Interests are reasonably satisfactory to the Administrative AgentAgents) for cash or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or other Equity Interests (other than Disqualified Securities) (provided such other Equity Interests are reasonably satisfactory to the Administrative AgentAgents) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds net proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.018.1, in the event that the Borrower and its Restricted the Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day 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 5.01(a6.1(a) or Section 5.01(b6.1(b), the Borrower or any Parent Entity parent entity thereof shall have the right to issue common Equity Interests or other Equity Interests (other than Disqualified Securities) (provided such other Equity Interests are reasonably satisfactory to the Administrative AgentAgents) for cash or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or other Equity Interests (other than Disqualified Securities) (provided such other Equity Interests are reasonably satisfactory to the Administrative AgentAgents) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds net proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its the Restricted Subsidiaries reasonably expect to fail (or have failed) to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerTest Period, at any time after the beginning of such the last fiscal quarter of such Test Period until the expiration of the 10th Business Day following 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 5.01(a) or Section 5.01(b(b), as applicable (the “Cure Deadline”), the Borrower (or any Parent Entity thereof thereof) shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) 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 the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) equity (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Cash Proceeds of such issuance that are not otherwise applied or contribution (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Right, the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Maintenance Covenant as of the last day of any fiscal quarter of the BorrowerFiscal Quarter, at any time after the beginning of such fiscal quarter until the expiration of the 10th tenth Business Day following 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 5.01(a) or Section 5.01(b), the Borrower or any Parent Entity thereof as applicable, Holdings shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative AgentAgent (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 the capital of the Borrower Holdings as cash common equity or other Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) , in each case, which are contributed to Holdings or the Borrower in the form of cash (collectively, the “Cure Right”), and upon the receipt by Holdings or the Borrower Borrower, as applicable, of the Net Proceeds of such issuance that are not otherwise applied Not Otherwise Applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such Financial Performance Maintenance Covenant shall be recalculated giving effect to the following pro forma adjustment: